<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993 and 1992
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from
__________________________________
to
_________ ____________________________________________________
Commission file number
__________________________________________
________________________________________________________________
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
REQUIRED INFORMATION
The following financial statements are furnished for the
plan:
1. Financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA.
2. Exhibits
Exhibit
Number Description of Exhibit
______ ______________________
23 -- Consent of KPMG Peat Marwick LLP, Independent
Certified Public Accountants
</page>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Infinity Broadcasting Corporation Employees' 401(k) Plan
(Name of Plan)
Date
Farid Suleman
Vice President of Finance/
Chief Financial Officer
</page>
<PAGE>
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Financial Statements and Schedule
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
</page>
<PAGE>
Independent Auditors' Report
The Trustees
Infinity Broadcasting Corporation
Employees' 401(k) Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Infinity Broadcasting Corporation Employees' 401(k) Plan as of
December 31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1993 and 1992, and the changes in net assets
available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information
included in the Schedule of Assets Held for Investment Purposes is presented
for the purpose of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedule has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as
a whole.
September 16, 1994
</page>
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1993 and 1992
<CAPTION>
1993 1992
____ ____
<S> <C> <C>
Assets:
Investments, at fair value (notes 3 and 4):
Fidelity Money Market Fund $733,058 625,552
Fidelity Intermediate Bond Fund 399,326 257,979
Fidelity Equity Income Fund 1,165,956 546,146
Fidelity Magellan Fund 4,547,891 2,904,795
Loans to participants 211,759 69,593
__________ _________
7,057,990 4,404,065
Guaranteed investment contracts, at contract
value (notes 3 and 4) 385,955 209,990
__________ _________
Total investments 7,443,945 4,614,055
Contributions receivable - employees 75,464 99,164
__________ _________
Net assets available for plan benefits
(notes 2d and 4) $7,519,409 4,713,219
__________ _________
See accompanying notes to financial statements.
</TABLE>
</page>
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Statements of Changes in Net Assets
Available for Plan Benefits
Years ended December 31, 1993 and 1992
<CAPTION>
1993 1992
____ ____
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $533,411 (168,986)
Interest and dividends (notes 3 and 4) 508,883 467,948
_________ ________
1,042,294 298,962
Contributions:
Employees (note 1(c)) 2,334,405 1,196,782
_________ _________
Total additions 3,376,699 1,495,744
_________ _________
Deductions from net assets attributed to:
Benefits paid to participants 570,509 345,239
_______ _______
Total deductions 570,509 345,239
_______ _______
Net increase 2,806,190 1,150,505
Net assets available for benefits:
Beginning of year 4,713,219 3,562,714
_________ _________
End of year $7,519,409 4,713,219
_________ _________
See accompanying notes to financial statements.
</TABLE>
</page>
<PAGE>
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1)Description of Plan
The following brief description of the Infinity Broadcasting
Corporation Employees' 401(k) Plan (the "Plan") is provided for general
informational purposes only. Participants should refer to the Plan
agreement for more complete information.
(a)General
__________
The Plan is a defined contribution plan available to all eligible
employees of Infinity Broadcasting Corporation (the "Company"), and is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Plan became effective January 1, 1988.
(b)Eligibility
______________
All employees of the Company, except members of collective
bargaining units, become eligible to participate in the Plan on the
January 1 coinciding with or following the date of attaining age 21.
(c)Contributions
________________
Employees
Participants may elect to defer, in multiples of 2%, up to 20% of
their compensation per pay period through payroll deductions. A
participant's maximum annual tax-deferred contribution was limited to
$8,994 and $8,726 for 1993 and 1992, respectively. This limitation is
adjusted annually as provided by Section 402(g)(5) of the Internal
Revenue Code. Participants may elect to contribute after-tax
compensation in whole percentages, up to 10%. Participants may elect
to allocate their contributions between a number of specified mutual
funds, a money market fund and a guaranteed income fund, within the
guidelines defined in the plan agreement.
All eligible employees may make rollover contributions to the
Plan, subject to approval by the Plan's Administrative Committee.
Employer
The Company may make discretionary contributions to the Plan and
such amounts may be allocated to the specified funds as determined by
its Board of Directors for each plan year. The Company did not make
any contributions to the Plan during 1993 and 1992.
Subject to the limitation of Section 415(e) of the Internal
Revenue Code, the maximum aggregate employee and employer contributions
for each participant shall be the lesser of $30,000 or 25% of the
participant's annual compensation.
(Continued)
</page>
<PAGE>
2
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
(1), Continued
(d)Participant Accounts
Each participant's account is credited with the participant's
contribution and an allocation of (a) the Company's contribution, if
any, and (b) the participant's share of the Plan's earnings or losses.
Allocations are based on participant earnings or account balances, as
defined.
(e)Vesting
A participant's interest in all voluntary and rollover
contributions is fully vested and nonforfeitable at all times. All
contributions by the Company that are allocated to a participant's
account will become fully vested and nonforfeitable according to the
following schedule, based on years of service (including service prior
to the inception of the Plan):
Years of service Vested percentage
________________ _________________
Less than 4 years 0%
4 years but less than 5 years 50%
5 years or more 100%
In accordance with the provisions of the Plan, the aforementioned
method and timing of vesting shall be revised if the Plan has been
determined to be "top-heavy," as defined by the Internal Revenue Code.
In addition, the participant will become fully vested in all
contributions upon death or disability, as defined, upon normal or early
retirement (ages 65 or 55 and ten years of service, respectively), or in
the event the Plan is terminated or the Company suspends contributions
thereunder.
(f)Distributions
________________
Withdrawals from a participant's after-tax contribution account are
permitted at any time, but are limited to one such withdrawal per
calendar quarter.
Withdrawals from a participant's tax-deferred contribution account
are permitted after the participant has reached age 59-1/2. In addition,
a participant may make withdrawals upon termination of employment,
death, disability or demonstration of financial hardship, as defined;
however, any such withdrawal made as a result of financial hardship
will be limited to the participant's contributions without regard to
earnings thereon.
(Continued)
</page>
<PAGE>
3
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
(1), Continued
(f), continued
Upon a participant's retirement, disability or termination of
employment, distribution of the participant's vested account will be
made in a single cash distribution or in substantially equal annual
installments, as elected by the participant.
Upon the death of a participant, distribution of the participant's
vested account will be made to a designated beneficiary in a lump-sum
no later than one year after the participant's death.
Nonvested amounts which are forfeited as a result of participants
terminating their employment for reasons other than retirement or death
are allocated at the end of the plan year among those employees who are
active members as of that date and who have completed a year of service.
(g)Employee Loans
Participants may obtain loans against their respective participant
accounts. Each participant who has less than two loans outstanding
from the Plan may request a loan. Upon approval by the Administrative
Committee, the terms of the loan shall be agreed to by the participant
and such committee. In no event shall a loan be outstanding for a
period that exceeds five years, unless the loan is used to acquire
a dwelling unit in which event the loan may not exceed ten years. Each
loan shall bear interest at a rate equal to the prime rate set by Chase
Manhattan Bank as of the first day of the plan year in which the loan is
made. Each loan is limited to the lesser of (a) $50,000 or (b) 50% of
the participant's interest in the tax-deferred contribution account and
the employer contribution account. Loans are subject to a minimum of
$1,000.
(2)Summary of Significant Accounting Policies and Related Matters
(a)Basis of Presentation
The accompanying financial statements have been prepared on the
accrual basis of accounting and present the net assets available for
plan benefits and changes in those net assets.
(b)Administration and Management of the Plan
The general administration of the Plan and the responsibility for
carrying out the provisions of the Plan have been placed with an
Administrative Committee, which is comprised of at least one person
appointed by the Board of Directors of the Company.
(Continued)
</page>
<PAGE>
4
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
(2), Continued
(b), continued
Certain members of the management group of the Company act as trustees
for the Plan. All investments are held by Fidelity Institutional
Retirement Services Company ("Fidelity") and Metropolitan Life
Insurance Company ("Metropolitan").
(c)Investments
The Fidelity funds are stated at fair value and are based on the values
of the underlying securities at quoted market prices. Changes in the
valuation of the funds during the year are reflected as net appreciation
(depreciation) in the statement of changes in net assets available for
plan benefits.
The guaranteed investment contracts with Metropolitan are stated
at cost plus accrued interest (contract value). For contributions made
to this fund in 1993, these contracts earned interest at a guaranteed
annual rate of approximately 7%. Funds deposited with Metropolitan are
guaranteed against loss of principal, and the interest rate is subject
to periodic adjustment by Metropolitan.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Participant loans are valued at cost which approximates fair value.
(d)Reclassification
___________________
Certain 1992 amounts have been reclassified to conform with the 1993
presentation.
(3)Investments
The following table presents the Plan's investments at December 31, 1993
and 1992. Investments representing 5% or more of the Plan's net assets
available for plan benefits are separately identified.
<TABLE>
<CAPTION>
1993 1992
____________________ _________________
No. of No. of
shares Amount shares Amount
______ ______ ______ ______
<S> <C> <C> <C> <C>
Investments at fair value:
Fidelity Money Market Fund 733,058 $733,058 625,552 $625,552
Fidelity Intermediate Bond Fund 37,043 399,326 24,782 257,979
Fidelity Equity Income Fund 34,455 1,165,956 18,826 546,146
Fidelity Magellan Fund 64,190 4,547,891 46,101 2,904,795
_________ _________
6,846,231 4,334,472
Guaranteed investment contracts
Metropolitan Life Insurance
Company - 385,955 - 209,990
_______ _______
Total investments $7,232,186 4,544,462
_________ _________
(Continued)
</TABLE>
</page>
<PAGE>
5
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
(4)Investment Allocation
Contributions are invested in Fidelity funds and a guaranteed
investment fund. Investments are directed to each fund at the discretion
of the individual participant. Changes in net assets available for plan
benefits for the years ended December 31, 1993 and 1992 by fund were as
follows:
<TABLE>
<CAPTION>
Year ended December 31, 1993
__________________________________
Fidelity funds
__________________________________
Inter-
Money mediate Equity
market bond income Magellan
______ ______ ______ ________
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Interest and dividends $ 20,431 21,481 36,152 411,111
Net appreciation
in fair value of investments - 14,611 123,554 395,246
_________ ______ _______ _______
20,431 36,092 159,706 806,357
Contributions:
Employees 167,486 153,884 642,103 1,196,261
_______ _______ _______ _________
Total additions 187,917 189,976 801,809 2,002,618
_______ _______ _______ _________
Deductions from net assets
attributed to:
Benefits paid to participants 46,024 21,147 178,803 289,732
______ ______ _______ _______
Total deductions 46,024 21,147 178,803 289,732
______ ______ _______ _______
Net increase prior to interfund
transfers 141,893 168,829 623,006 1,712,886
Interfund transfers (34,387) (27,482) (3,196) (69,790)
______ _______ _______ ________
Net increase 107,506 141,347 619,810 1,643,096
______ _______ _______ ________
Net assets available for benefits:
Balance at December 31, 1992 625,552 257,979 546,146 2,904,795
_______ _______ _______ _________
Balance at December 31, 1993 $733,058 399,326 1,165,956 4,547,891
_______ _______ _________ _________
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1993
__________________________________
Guaranteed Partici-
Investment pant
fund notes Other Total
____ _____ _____ _____
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Interest and dividends 19,708 - - 508,883
Net appreciation
in fair value of investments _ _ _ 533,411
_________ _________ _________ _________
19,708 - - 1,042,294
Contributions:
Employees 198,371 - (23,700) 2,334,405
_________ _________ _________ _________
Total additions 218,079 - (23,700) 3,376,699
_________ _________ _________ _________
Deductions from net assets
attributed to:
Benefits paid to participants 34,803 - - 570,509
_________ _________ _________ _________
Total deductions 34,803 - - 570,509
_________ _________ _________ _________
Net increase prior to interfund
transfers 183,276 - (23,700) 2,806,190
Interfund transfers (7,311) 142,166 - -
_________ _________ _________ _________
Net increase 175,965 142,166 (23,700) 2,806,190
Net assets available for benefits:
Balance at December 31, 1992 209,990 69,593 99,164 4,713,219
_______ _______ _________ _________
Balance at December 31, 1993 $385,955 211,759 75,464 7,519,409
_______ _______ _________ _________
(Continued)
</TABLE>
</page>
<PAGE>
6
<TABLE>
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
(4), Continued
<CAPTION>
Year ended December 31, 1992
__________________________________
Fidelity funds
__________________________________
Inter-
Money mediate Equity
market bond income Magellan
______ ______ ______ ________
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Interest and dividends $ 26,412 18,936 17,567 393,326
Net appreciation
in fair value of investments - (4,734) 44,369 (208,621)
_________ ______ _______ _______
26,412 14,202 61,936 184,705
Contributions:
Employees 133,459 75,549 174,123 694,426
_______ _______ _______ _________
Total additions 159,871 89,751 236,059 879,131
_______ _______ _______ _________
Deductions from net assets
attributed to:
Benefits paid to participants 58,760 38,547 56,326 172,017
______ ______ _______ _______
Total deductions 58,760 38,547 56,326 172,017
______ ______ _______ _______
Net increase prior to interfund
transfers 101,111 51,204 179,733 707,114
Interfund transfers (110,218) (16,480) 23,354 103,158
______ _______ _______ ________
Net increase/(decrease) (9,107) 34,724 203,087 810,272
______ _______ _______ ________
Net assets available for benefits:
Balance at December 31, 1991 634,659 223,255 343,059 2,094,523
_______ _______ _______ _________
Balance at December 31, 1992 $625,552 257,979 546,146 2,904,795
_______ _______ _______ _________
</TABLE>
(Continued)
<TABLE>
<CAPTION>
Year ended December 31, 1992
__________________________________
Guaranteed Partici-
Investment pant
fund notes Other Total
____ _____ _____ _____
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Interest and dividends 11,707 - - 467,948
Net appreciation
in fair value of investments _ _ _ (168,986)
_________ _________ _________ _________
11,707 - - 298,962
Contributions:
Employees 75,598 - 43,627 1,196,782
_________ _________ _________ _________
Total additions 87,305 - - 1,495,744
_________ _________ _________ _________
Deductions from net assets
attributed to:
Benefits paid to participants 19,589 - - 345,239
_________ _________ _________ _________
Total deductions 19,589 - - 345,239
_________ _________ _________ _________
Net increase prior to interfund
transfers 67,716 - 43,627 1,150,505
Interfund transfers (20,189) 20,375 - -
_________ _________ _________ _________
Net increase 47,527 20,375 43,627 1,150,505
Net assets available for benefits:
Balance at December 31, 1991 162,463 49,218 55,537 3,562,714
_______ _______ _________ _________
Balance at December 31, 1992 $209,990 69,593 99,164 4,713,219
_______ _______ _________ _________
</TABLE>
</page>
<PAGE>
7
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
(5)Termination or Amendment
The Company intends to continue the Plan indefinitely, but reserves
the right to change or terminate the Plan in the future. Upon
termination of the Plan, all participant accounts at the date of such
termination become 100% vested.
(6)Federal Income Taxes
The Plan received a favorable determination letter from the Internal
Revenue Service indicating that the Plan qualifies under the provisions
of Section 401(a) of the Internal Revenue Code, and it is exempt from
Federal income taxes under the provisions of Section 501(a) of the
Internal Revenue Code. However, all qualified retirement plans must be
amended by December 31, 1994 to comply with the changes in plan
qualification requirements enacted by the Tax Reform Act of 1986 and all
other tax laws and changes enacted through the Omnibus Budget
Reconciliation Act of 1993. The Company is amending the Plan to conform
with such requirements and the Plan will be submitted to the IRS for a
new determination letter.
(7)Administrative Costs
All administrative costs are paid by the Company.
(8)Annual Return and Report on Form 5500
The following table presents a reconciliation of net assets available for
benefits between the Plan's financial statements and its annual return and
report on Form 5500:
<TABLE>
<CAPTION>
December 31
______________________
1993 1992
____ ____
<C> <S> <S>
Per financial statements $7,519,409 4,713,219
Distributions payable to participants (206,737) (133,256)
__________ __________
Per Form 5500 $7,312,672 4,579,963
__________ __________
</TABLE>
(Continued)
</page>
<PAGE>
8
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Notes to Financial Statements
(8), Continued
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31
____________________
1993 1992
____ ____
<C> <S> <S>
Benefits paid to participants per
the financial statements $570,509 345,239
Add: Amounts allocated to withdrawing
participants at the end of the year 206,737 133,256
Less: Amounts allocated to withdrawing
participants at the beginning of the year 133,256 78,288
_______ ______
Benefits paid to participants per the Form 5500 $643,990 400,207
_______ _______
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
(9)Subsequent Event
In September, 1994, the Plan's Sponsor, Infinity Broadcasting Corporation,
registered 200,000 of its Class A Common Stock, par value $.002 per share
to enable the Plan's participants to have the option to have their
contributions invested in the Infinity Broadcasting Corporation Stock Fund.
</page>
<PAGE>
<TABLE>
Schedule 1
__________
INFINITY BROADCASTING CORPORATION
EMPLOYEES' 401(k) PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Identity of Description of Current
party investment Cost value
_____ __________ ____ _____
<S> <C> <C> <C>
Fidelity Money Market Fund $ 733,058 733,058
Fidelity Intermediate Bond Fund 384,715 399,326
Fidelity Equity Income Fund 1,042,402 1,165,956
Fidelity Magellan Fund 4,152,645 4,547,891
Metropolitan Guaranteed Investment
Contracts 385,955 385,955
Participants Participant loans 211,759 211,759
_______ _______
$6,910,534 7,443,945
_________ _________
See accompanying independent auditors' report.
</TABLE>
<PAGE>
</page>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Trustees
Infinity Broadcasting Corporation
Employees' 401(k) Plan:
We consent to incorporation by reference in the registration statement
(No. 33-55577) on Form S-8 of Infinity Broadcasting Corporation of our
report dated September 16, 1994, relating to the statement of net assets
available for plan benefits of Infinity Broadcasting Corporation
Employees' 401(k) Plan as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for plan benefits for
the years then ended, which report appears in the December 31,1993,
annual report on Form 11-K of Infinity Broadcasting Corporation
Employees' 401(k) Plan.
New York, New York. KPMG Peat Marwick, LLP
December 7, 1994.
</page>
