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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment # 3
Infinity Broadcasting Corporation
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(Name of Issuer)
Class A Common
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(Title of Class of Securities)
456626100
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(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 29 Pages
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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 29 Pages
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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 29 Pages
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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 9,446,647
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With 500
7) Sole Dispositive Power
9,446,647
8) Shared Dispositive Power
500
9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,447,147
Page 4 of 29 Pages
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
25.0%
12) Type of Reporting Person
HC
Page 5 of 29 Pages
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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 9,431,640
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
9,431,640
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,431,640
Page 6 of 29 Pages
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
24.9 %
12) Type of Reporting Person
HC/OO
Page 7 of 29 Pages
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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 29 Pages
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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 29 Pages
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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 29 Pages
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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 29 Pages
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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 642,094
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With -0-
7) Sole Dispositive Power
642,094
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
642,094
Page 12 of 29 Pages
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
1.7 %
12) Type of Reporting Person
CO
Page 13 of 29 Pages
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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 29 Pages
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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 29 Pages
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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 29 Pages
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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 29 Pages
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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 29 Pages
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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 29 Pages
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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 29 Pages
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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 29 Pages
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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 9,480,397
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With 500
7) Sole Dispositive Power
9,446,647
8) Shared Dispositive Power
385,587.5
9) Aggregate Amount Beneficially Owned by Each Reporting Person
9,832,234.5
Page 22 of 29 Pages
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
26.0 %
12) Type of Reporting Person
HC
Page 23 of 29 Pages
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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 29 Pages
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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 29 Pages
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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
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<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 29 Pages
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<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 29 Pages
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EXHIBIT INDEX
Exhibit I Identification and Classification of Relevant Subsidiary.
Page 28 of 29 Pages
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EXHIBIT I
TO SCHEDULE 13G
The relevant subsidiary of American Express Company, a parent holding
company, is IDS Financial Corporation.
Page 29 of 29 Pages
