SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant toss.240.14a-12
Infinity Broadcasting Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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<PAGE>
STOCKHOLDER VOTE ON INFINITY/VIACOM MERGER SET FOR
FEBRUARY 21
New York, New York, January 10, 2001 - Infinity Broadcasting Corporation (NYSE:
INF) and Viacom Inc. (NYSE: VIA and VIA.B) announced today that the previously
announced stockholder meeting to approve the merger of the two companies will be
held on February 21, 2001. Infinity stockholders of record at the close of
business on January 16, 2001 will be entitled to notice of and to vote at the
special meeting.
Investors are urged to read the proxy statement/prospectus that will be filed
with the Securities and Exchange Commission by Viacom and Infinity in connection
with the merger because it will contain important information, including the
identities of the participants in the solicitation of proxies from Infinity
stockholders and a description of such participants' interests in such
solicitation. You will be able to obtain a free copy of the proxy
statement/prospectus and other relevant documents filed with the Commission by
Viacom and Infinity at the Commission's website, http://www.sec.gov. Viacom and
Infinity investors will also be able to obtain a free copy of the relevant
documents by contacting Investor Relations at Viacom at: 800-516-4399, 1515
Broadway, New York, New York 10036 or www.viacom.com.
Note: a post-effective amendment to the registration statement relating to the
Viacom Class B common stock to be issued in the above transaction has been filed
with the Securities and Exchange Commission, but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the post-effective amendment to the registration statement becomes
effective. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Contacts:
Media Carl Folta Susan Duffy
----- 212-258-6352 212-258-6347
Investors Marty Shea Jim Bombassei
--------- 212-846-6515 212-258-6377
