<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment # 2
Infinity Broadcasting Corporation
----------------------------------
(Name of Issuer)
Class A Common
--------------
(Title of Class of Securities)
456626100
---------
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(X)
The information required in the remainder of this cover page (except
any items to which the form provides a cross-reference) shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
Page 1 of 27 Pages
<PAGE> 2
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 15,007
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With 500
7) Sole Dispositive Power
15,007
8) Shared Dispositive Power
500
9) Aggregate Amount Beneficially Owned by Each Reporting Person
15,507
Page 2 of 27 Pages
<PAGE> 3
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
.4%
12) Type of Reporting Person
BD
Page 3 of 27 Pages
<PAGE> 4
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 9,556,647
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With 500
7) Sole Dispositive Power
9,556,647
8) Shared Dispositive Power
500
9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,557,147
Page 4 of 27 Pages
<PAGE> 5
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
25.3%
12) Type of Reporting Person
HC
Page 5 of 27 Pages
<PAGE> 6
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Group Inc.
S.S. or I.R.S. Identification No. of Above Person
13-329783
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 9,541,640
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
9,541,640
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,541,640
Page 6 of 27 Pages
<PAGE> 7
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
25.3 %
12) Type of Reporting Person
HC/OO
Page 7 of 27 Pages
<PAGE> 8
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Merchant Banking Partners Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3488677
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 3,777,320
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
3,777,320
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,777,320
Page 8 of 27 Pages
<PAGE> 9
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
10 %
12) Type of Reporting Person
CO
Page 9 of 27 Pages
<PAGE> 10
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354405
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 3,777,320
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
3,777,320
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,777,320
Page 10 of 27 Pages
<PAGE> 11
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
10 %
12) Type of Reporting Person
PN
Page 11 of 27 Pages
<PAGE> 12
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Offshore Partners Ltd.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 1,251,510
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
1,251,510
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,251,510
Page 12 of 27 Pages
<PAGE> 13
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
3.3 %
12) Type of Reporting Person
CO
Page 13 of 27 Pages
<PAGE> 14
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers II Investment Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3484510
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 2,567,333
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,567,333
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,567,333
Page 14 of 27 Pages
<PAGE> 15
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
6.8 %
12) Type of Reporting Person
CO
Page 15 of 27 Pages
<PAGE> 16
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Capital Partners II, L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354406
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 2,567,333
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,567,333
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,567,333
Page 16 of 27 Pages
<PAGE> 17
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
6.8 %
12) Type of Reporting Person
PN
Page 17 of 27 Pages
<PAGE> 18
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership Japan L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 2,317,522
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,317,522
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,317,522
Page 18 of 27 Pages
<PAGE> 19
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
6.1%
12) Type of Reporting Person
PN
Page 19 of 27 Pages
<PAGE> 20
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 769,465
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
769,465
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
769,465
Page 20 of 27 Pages
<PAGE> 21
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
2.0%
12) Type of Reporting Person
PN
Page 21 of 27 Pages
<PAGE> 22
CUSIP No.
456626100
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
5) Sole Voting Power
Number of Shares 9,556,647
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With 500
7) Sole Dispositive Power
9,556,647
8) Shared Dispositive Power
500
9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,557,147
Page 22 of 27 Pages
<PAGE> 23
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
25.3 %
12) Type of Reporting Person
HC
Page 23 of 27 Pages
<PAGE> 24
Item 1(a). Name of Issuer: Infinity Broadcasting Corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
600 Madison Avenue
New York, New York 10022
Tel.: (212) 750-6400
Item 2(a). Name of Person Filing:
Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
Lehman Brothers Group Inc.
Lehman Brothers Merchant Banking Partners Inc.
Lehman Brothers Merchant Banking Portfolio
Partnership L.P.
Lehman Brothers Offshore Partners Ltd.
Lehman Brothers II Investment Inc.
Lehman Brothers Capital Partners II, L.P.
Lehman Brothers Offshore Investment Partnership
Japan L.P.
Lehman Brothers Offshore Investment Partnership L.P.
American Express Company
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Class A Common
Item 2(e). CUSIP Number:
456626100
Item 3. Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b):
N/A
Page 24 of 27 Pages
<PAGE> 25
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1993
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the
disposition
(iv) shared power to dispose or to direct the
disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security being reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Page 25 of 27 Pages
<PAGE> 26
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 10, 1994
-------------------
<TABLE>
<S> <C>
LEHMAN BROTHERS INC. LEHMAN BROTHERS
HOLDINGS INC.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
---------------------------- --------------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: First Vice President Title: Vice President
Associate General Counsel Assistant Secretary
AMERICAN EXPRESS COMPANY LEHMAN BROTHERS GROUP INC.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
---------------------------- -----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
LEHMAN BROTHERS MERCHANT BANKING LEHMAN BROTHERS MERCHANT BANKING
PARTNERS INC. PORTFOLIO PARTNERSHIP L.P.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
----------------------------- -----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE PARTNERS LTD. LEHMAN BROTHERS II INVESTMENT INC.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
----------------------------- ------------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
</TABLE>
Page 26 of 27 Pages
<PAGE> 27
<TABLE>
<S> <C>
LEHMAN BROTHERS CAPITAL PARTNERS II L.P. LEHMAN BROTHERS OFFSHORE
INVESTMENT PARTNERSHIP JAPAN L.P.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
---------------------------- -----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE
INVESTMENT PARTNERSHIP L.P.
By: /s/ Karen C. Manson
------------------------------
Name: Karen C. Manson
Title: Authorized Representative
</TABLE>
Page 27 of 27 Pages
<PAGE> 28
LEHMAN BROTHERS INC.
2 World Trade Center, 15th Fl.
New York, NY 10048
OFFICE OF THE GENERAL COUNSEL
January 10, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Document Control-EDGAR
Re: SCHEDULE 13G
Dear Commissioner:
On behalf of American Express Company and certain related entities (the
"Reporting Persons"), submitted in electronic form for filing Amendment No. 2
of Schedule 13G relating to the Reporting Persons' ownership of Class A Common
Stock of Infinity Broadcasting Corporation.
If you have any questions regarding this filing, please contact the
undersigned at (212) 528-5772.
Very truly yours,
Karen C. Manson
First Vice President
Secretary
cc: Infinity Broadcasting Corporation
Enclosure
<PAGE> 29
Attachment No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment # 1
Infinity Broadcasting Corporation
----------------------------------
(Name of Issuer)
Class A Common
------------------------------
(Title of Class of Securities)
456626100
--------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
( )
The information required in the remainder of this cover page (except any
items to which the form provides a cross-reference) shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
Page 1 of 35 Pages
<PAGE> 30
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 542,511
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
542,511
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
542,511
Page 2 of 35 Pages
<PAGE> 31
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
7.9%
12) Type of Reporting Person
BD
Page 3 of 35 Pages
<PAGE> 32
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 6,867,682
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
6,867,682
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,867,682
Page 4 of 35 Pages
<PAGE> 33
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
52.2%
12) Type of Reporting Person
HC
Page 5 of 35 Pages
<PAGE> 34
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Brothers Group Inc.
S.S. or I.R.S. Identification No. of Above Person
13-329783
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 6,325,171
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
6,325,171
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,325,171
Page 6 of 35 Pages
<PAGE> 35
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
50.1%
12) Type of Reporting Person
HC/OO
Page 7 of 35 Pages
<PAGE> 36
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Merchant Banking Partners Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3488677
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 2,533,197
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,533,197
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,533,197
Page 8 of 35 Pages
<PAGE> 37
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
28.7%
12) Type of Reporting Person
CO
Page 9 of 35 Pages
<PAGE> 38
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354405
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 2,533,197
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,533,197
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,533,197
Page 10 of 35 Pages
<PAGE> 39
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
28.7%
12) Type of Reporting Person
PN
Page 11 of 35 Pages
<PAGE> 40
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Offshore Partners Ltd.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 2,070,236
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,070,236
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,070,236
Page 12 of 35 Pages
<PAGE> 41
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
24.8%
12) Type of Reporting Person
CO
Page 13 of 35 Pages
<PAGE> 42
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers II Investment Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3484510
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 1,721,738
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
1,721,738
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,721,738
Page 14 of 35 Pages
<PAGE> 43
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
21.5%
12) Type of Reporting Person
CO
Page 15 of 35 Pages
<PAGE> 44
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Hutton Capital Partners II, L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354406
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 1,721,738
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
1,721,738
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,721,738
Page 16 of 35 Pages
<PAGE> 45
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
21.5%
12) Type of Reporting Person
PN
Page 17 of 35 Pages
<PAGE> 46
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Hutton Offshore Investment Partnership Japan L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 1,554,207
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
1,554,207
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,554,207
Page 18 of 35 Pages
<PAGE> 47
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
19.8%
12) Type of Reporting Person
PN
Page 19 of 35 Pages
<PAGE> 48
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Hutton Offshore Investment Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 516,029
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
516,029
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
516,029
Page 20 of 35 Pages
<PAGE> 49
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
7.5%
12) Type of Reporting Person
PN
Page 21 of 35 Pages
<PAGE> 50
CUSIP No.
456626100
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
5) Sole Voting Power
Number of Shares 6,867,682
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
6,867,682
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,867,682
Page 22 of 35 Pages
<PAGE> 51
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
52.2%
12) Type of Reporting Person
HC
Page 23 of 35 Pages
<PAGE> 52
Item 1(a). Name of Issuer: Infinity Broadcasting Corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
600 Madison Avenue
New York, New York 10022
Tel.: (212) 750-6400
Item 2(a). Name of Person Filing:
Shearson Lehman Brothers Inc.
Shearson Lehman Brothers Holdings Inc.
Shearson Lehman Brothers Group Inc.
Lehman Brothers Merchant Banking Partners Inc.
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
Lehman Brothers Offshore Partners Ltd.
Lehman Brothers II Investment Inc.
Shearson Lehman Hutton Capital Partners II, L.P.
Shearson Lehman Hutton Offshore Investment Partnership
Japan L.P.
Shearson Lehman Hutton Offshore Investment Partnership L.P.
American Express Company
Item 2(b). Address of Principal Business Office:
American Express Tower
World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Class A Common
Item 2(e). CUSIP Number:
456626100
Item 3. Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b):
N/A*
*All shares were acquired prior to the date Class A Common Stock
became a registered security.
Page 24 of 35 Pages
<PAGE> 53
Item 4. Ownership
(a) Amount Beneficially Owned as of: January 30, 1992
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
Page 25 of 35 Pages
<PAGE> 54
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security being reported on by the Parent Holding
Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Page 26 of 35 Pages
<PAGE> 55
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated:
------------------------
SHEARSON LEHMAN BROTHERS INC. SHEARSON LEHMAN BROTHERS
HOLDINGS INC.
By: By:
---------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: First Vice President Title: Vice President
Associate General Counsel Assistant Secretary
AMERICAN EXPRESS COMPANY SHEARSON LEHMAN BROTHERS GROUP
INC.
By: By:
---------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
LEHMAN BROTHERS MERCHANT BANKING LEHMAN BROTHERS MERCHANT BANKING
PARTNERS INC. PORTFOLIO PARTNERSHIP L.P.
By: By:
---------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
Page 27 of 35 Pages
<PAGE> 56
LEHMAN BROTHERS OFFSHORE PARTNERS LTD. LEHMAN BROTHERS II INVESTMENT
INC.
By: By:
---------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
SHEARSON LEHMAN HUTTON CAPITAL PARTNERS SHEARSON LEHMAN HUTTON OFFSHORE
II, L.P. INVESTMENT PARTNERSHIP JAPAN L.P.
By: By:
---------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
SHEARSON LEHMAN HUTTON OFFSHORE
INVESTMENT PARTNERSHIP L.P.
By:
----------------------------
Name: Karen C. Manson
Title: Authorized Representative
Page 28 of 35 Pages
<PAGE> 57
EXHIBIT INDEX
Exhibit I Authorization
Exhibit II Statement of American Express
Page 29 of 35 Pages
<PAGE> 58
EXHIBIT I
Page 30 of 35 Pages
<PAGE> 59
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Infinity Broadcasting Corporation
(Name of Issuer)
Class A Common
(Title of Class of Securities)
456626100
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
( X )
The information required in the remainder of this cover page (except
any items to which the form provides a cross-reference) shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
PAGE 1 OF 35 PAGES
<PAGE> 60
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 542,511
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
542,511
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
542,511
PAGE 2 OF 35 PAGES
<PAGE> 61
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
7.9%
12) Type of Reporting Person
BD
PAGE 3 OF 35 PAGES
<PAGE> 62
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 6,867,682
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
6,867,682
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,867,682
PAGE 4 OF 35 PAGES
<PAGE> 63
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
52.2%
12) Type of Reporting Person
HC
PAGE 5 OF 35 PAGES
<PAGE> 64
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Brothers Group Inc.
S.S. or I.R.S. Identification No. of Above Person
13-329783
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 6,325,171
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
6,325,171
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,325,171
PAGE 6 OF 35 PAGES
<PAGE> 65
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
50.1%
12) Type of Reporting Person
HC/00
PAGE 7 OF 35 PAGES
<PAGE> 66
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Merchant Banking Partners Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3488677
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 2,533,197
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,533,197
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,533,197
PAGE 8 OF 35 PAGES
<PAGE> 67
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
28.7%
12) Type of Reporting Person
CO
PAGE 9 OF 35 PAGES
<PAGE> 68
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354405
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 2,533,197
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,533,197
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,533,197
PAGE 10 OF 35 PAGES
<PAGE> 69
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
28.7%
12) Type of Reporting Person
PN
PAGE 11 OF 35 PAGES
<PAGE> 70
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Offshore Partners Ltd.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 2,070,236
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
2,070,236
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,070,236
PAGE 12 OF 35 PAGES
<PAGE> 71
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
24.8%
12) Type of Reporting Person
CO
PAGE 13 OF 35 PAGES
<PAGE> 72
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers II Investment Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3484510
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (___) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 1,721,738
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
1,721,738
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,721,738
PAGE 14 OF 35 PAGES
<PAGE> 73
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
21.5%
12) Type of Reporting Person
CO
PAGE 15 OF 35 PAGES
<PAGE> 74
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Hutton Capital Partners II, L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354406
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 1,721,738
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
1,721,738
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,721,738
PAGE 16 OF 35 PAGES
<PAGE> 75
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
21.5%
12) Type of Reporting Person
PN
PAGE 17 OF 35 PAGES
<PAGE> 76
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Hutton Offshore Investment Partnership Japan L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 1,554,207
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
1,554,207
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,554,207
PAGE 18 OF 35 PAGES
<PAGE> 77
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
19.8%
12) Type of Reporting Person
PN
PAGE 19 OF 35 PAGES
<PAGE> 78
CUSIP No.
456626100
1) Names of Reporting Person
Shearson Lehman Hutton Offshore Investment Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
5) Sole Voting Power
Number of Shares 516,029
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
516,029
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
516,029
PAGE 20 OF 35 PAGES
<PAGE> 79
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
7.5%
12) Type of Reporting Person
PN
PAGE 21 OF 35 PAGES
<PAGE> 80
CUSIP No.
456626100
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) (_X_) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
5) Sole Voting Power
Number of Shares 6,867,682
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
6,867,682
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,867,682
PAGE 22 OF 35 PAGES
<PAGE> 81
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
52.2%
12) Type of Reporting Person
HC
PAGE 23 OF 35 PAGES
<PAGE> 82
Item 1(a). Name of Issuer: Infinity Broadcasting Corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
600 Madison Avenue
New York, New York 10022
Tel.: (212) 750-6400
Item 2(a). Name of Person Filing:
Shearson Lehman Brothers Inc.
Shearson Lehman Brothers Holdings Inc.
Shearson Lehman Brothers Group Inc.
Lehman Brothers Merchant Banking Partners Inc.
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
Lehman Brothers Offshore Partners Ltd.
Lehman Brothers II Investment Inc.
Shearson Lehman Hutton Capital Partners II, L.P.
Shearson Lehman Hutton Offshore Investment Partnership
Japan L.P.
Shearson Lehman Hutton Offshore Investment Partnership L.P.
American Express Company
Item 2(b). Address of Principal Business Office:
American Express Tower
World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Class A Common
Item 2(e). CUSIP Number:
456626100
Item 3. Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b):
N/A*
*All shares were acquired prior to the date Class A Common Stock became
a registered security.
PAGE 24 OF 35 PAGES
<PAGE> 83
Item 4. Ownership
(a) Amount Beneficially Owned as of: January 30, 1992
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
PAGE 25 OF 35 PAGES
<PAGE> 84
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security being reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
PAGE 26 OF 35 PAGES
<PAGE> 85
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: 2-13-92
<TABLE>
<S> <C>
SHEARSON LEHMAN BROTHERS INC. SHEARSON LEHMAN BROTHERS
HOLDINGS INC.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
-------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: First Vice President Title: Vice President
Associate General Counsel Assistant Secretary
AMERICAN EXPRESS COMPANY SHEARSON LEHMAN BROTHERS GROUP
INC.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
-------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
LEHMAN BROTHERS MERCHANT BANKING LEHMAN BROTHERS MERCHANT BANKING
PARTNERS INC. PORTFOLIO PARTNERSHIP L.P.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
-------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
</TABLE>
PAGE 27 OF 35 PAGES
<PAGE> 86
<TABLE>
<S> <C>
LEHMAN BROTHERS OFFSHORE PARTNERS LTD. LEHMAN BROTHERS II INVESTMENT INC.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
-------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
SHEARSON LEHMAN HUTTON CAPITAL PARTNERS SHEARSON LEHMAN HUTTON OFFSHORE
II, L.P. INVESTMENT PARTNERSHIP JAPAN L.P.
By: /s/ Karen C. Manson By: /s/ Karen C. Manson
-------------------------- ----------------------------
Name: Karen C. Manson Name: Karen C. Manson
Title: Authorized Representative Title: Authorized Representative
SHEARSON LEHMAN HUTTON OFFSHORE
INVESTMENT PARTNERSHIP L.P.
By: /s/ Karen C. Manson
--------------------------
Name: Karen C. Manson
Title: Authorized Representative
</TABLE>
PAGE 28 OF 35 PAGES
<PAGE> 87
EXHIBIT INDEX
Exhibit I Authorization
Exhibit II Statement of American Express
PAGE 29 OF 35 PAGES
<PAGE> 88
EXHIBIT I
PAGE 30 OF 35 PAGES
<PAGE> 89
AUTHORIZATION
The undersigned hereby authorizes Karen Manson, Karen Muller
and Maxine Gerson (any one acting alone) to prepare, execute, deliver and file,
in the name and on behalf of the undersigned, any and all filings by the
undersigned with the Securities and Exchange Commission under Sections 13(d),
13(g) and 16 of the Securities Exchange Act of 1934, as amended, and any and
all documents and instruments related thereto.
Dated: 2-13-92
Lehman Brothers Offshore Partners
Ltd.
/s/ C. Grant Hall
----------------------------------
By: C. Grant Hall
Secretary
PAGE 31 OF 35 PAGES
<PAGE> 90
AUTHORIZATION
The undersigned hereby authorizes Karen Manson, Karen Muller
and Maxine Gerson (any one acting alone) to prepare, execute, deliver and file,
in the name and on behalf of the undersigned, any and all filings by the
undersigned with the Securities and Exchange Commission under Sections 13(d),
13(g) and 16 of the Securities Exchange Act of 1934, as amended, and any and
all documents and instruments related thereto.
Dated: 2-13-92
Shearson Lehman Hutton Offshore
Investment Partnership - L.P.
/s/ C. Grant Hall
----------------------------------
By Lehman Brothers Offshore
Partners Ltd., General Partner
PAGE 32 OF 35 PAGES
<PAGE> 91
AUTHORIZATION
The undersigned hereby authorizes Karen Manson, Karen Muller
and Maxine Gerson (any one acting alone) to prepare, execute, deliver and file,
in the name and on behalf of the undersigned, any and all filings by the
undersigned with the Securities and Exchange Commission under Sections 13(d),
13(g) and 16 of the Securities Exchange Act of 1934, as amended, and any and
all documents and instruments related thereto.
Dated: 2-13-92
Shearson Lehman Hutton Offshore
Investment Partnership - Japan L.P.
/s/ C. Grant Hall
-----------------------------------
By Lehman Brothers Offshore
Partners Ltd., General Partner
PAGE 33 OF 35 PAGES
<PAGE> 92
EXHIBIT II
PAGE 34 OF 35 PAGES
<PAGE> 93
EXHIBIT
TO
SCHEDULE 13G
UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934
American Express Company, American Express Tower, World Financial Center, New
York, New York, disclaims beneficial ownership of the securities referred to in
the Schedule 13G to which this exhibit is attached, and the filing of this
Schedule 13G shall not be construed as an admission that American Express
Company is, for the purpose of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Schedule 13G.
Pursuant to Rule 13d-1(f)(1) and subject to the preceding disclaimer, American
Express Company affirms it is individually eligible to use Schedule 13G and
agrees that this Schedule is filed on its behalf, and authorizes the President,
any Vice President, the Comptroller, the Secretary, and the General Counsel or
any Associate General Counsel, each with power to act singly, of each
subsidiary of American Express Company making this filing to sign this
statement on behalf of American Express Company.
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
-------------------------
Name: Stephen P. Norman
Title: Secretary
PAGE 35 OF 35 PAGES
