<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Commission File
March 31, 1994 Number 0-14702
Infinity Broadcasting Corporation
_________________________________
(Exact name of registrant as specified in its charter)
Delaware 13-2766282
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Madison Avenue, New York, New York 10022
________________________________________ __________
(Address of principal executive offices) (Zip Code)
(212) 750-6400
____________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
_____ _____
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date: 28,488,116 shares of Class A Common
Stock, 3,990,621 shares of Class B Common Stock and 496,114
shares of Class C Common Stock as of May 2, 1994.
<PAGE>
INFINITY BROADCASTING CORPORATION
INDEX
Page No.
________
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets............ 1
Consolidated Statements of Operations.. 3
Consolidated Statements of Stockholders'
Equity................................. 4
Consolidated Statements of
Cash Flows............................. 5
Notes to Consolidated Financial
Statements............................. 6
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations.................. 8
Part II.
Item 6. Exhibits and Reports on Form 8-K....... 10
i
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
ITEM 1. FINANCIAL STATEMENTS
_______ ____________________
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
March 31, Dec. 31,
1994 1993
___________ ________
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,783 $ 9,913
Receivables, net 48,971 57,249
Prepaid expenses and other
current assets 2,015 2,978
__________ _______
Total Current Assets 56,769 70,140
Property and equipment, net 20,134 18,749
Intangible assets, net 383,916 277,047
Other assets 11,666 12,104
_________ _________
$ 472,485 $ 378,040
_________ _________
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
1
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED
(Dollars in thousands)
<CAPTION>
March 31, Dec. 31,
1994 1993
_________ ________
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Accounts payable and other accrued expenses $ 14,102 $ 12,841
Accrued compensation 3,154 3,236
Accrued interest 4,375 7,776
Income taxes 7,473 7,477
Other current liabilities 7,807 5,888
Current portion of long-term debt 18,156 22,312
___________ __________
Total Current Liabilities 55,067 59,530
___________ __________
Long-term debt, less current portion 445,469 342,750
___________ __________
Stockholders' equity (deficiency):
Preferred stock, $0.01 par value:
1,000,000 shares authorized, none issued - -
Class A Common Stock, $.002 par value:
75,000,000 shares authorized; 28,377,585
shares issued and outstanding in 1993
and 28,485,616 shares in 1994. 57 57
Class B Common Stock, $.002 par value:
17,500,000 shares authorized; issued
and outstanding 3,990,621 shares in
1993 and 1994. 8 8
Class C Common Stock, $.002 par value:
30,000,000 shares authorized; issued
and outstanding 496,114 shares in 1993
and 1994. 1 1
Additional paid-in capital 259,801 259,748
Retained earnings (deficit) (287,918) (284,054)
___________ __________
Total stockholders' equity (deficiency) (28,051) (24,240)
___________ ________
$ 472,485 $ 378,040
___________ __________
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
2
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands except per share amounts)
<CAPTION>
Three Months Ended
March 31, March 31,
1994 1993
___________ ___________
<S> <C> <C>
Total revenues $ 54,955 $ 40,263
Less agency commissions 6,772 5,098
___________ __________
Net revenues 48,183 35,165
Station operating expenses excluding
depreciation and amortization 30,362 22,797
Depreciation and amortization 10,503 8,383
Corporate general and
administrative expenses 1,117 959
___________ __________
Operating income 6,201 3,026
Other income (expense)
Interest expense (10,103) (9,457)
Interest income 40 2
___________ __________
Earnings (loss) before income
taxes (3,862) (6,429)
Income taxes 2 1
___________ ___________
Net earnings (loss) (3,864) (6,430)
___________ ___________
Net earnings (loss) per share $ (.09) $ (.20)
___________ ___________
Average shares and equivalents 43,959,684 32,845,500
___________ ___________
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
3
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(In thousands)
<CAPTION>
Class A Class B Class C
Common Stock Common Stock Common Stock Add'l Retained
____________ ____________ ____________ Paid-in Earnings
Shares Amt Shares Amt Shares Amt Capital (Deficit) Total
______ ___ ______ ___ ______ ___ _______ _________ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
Dec.31, 1993 28,378 $ 57 3,991 $ 8 496 $ 1 $259,748 $(284,054) $(24,240)
Net loss for
the three
months ended
March 31, 1994 (3,864) (3,864)
Issuance of
Class A
Common Stock 108 53 53
______ ______ _____ _____ _____ _____ ________ ________ ________
Balance at
March 31, 1994 28,486 $ 57 3,991 $ 8 496 $ 1 $259,801 $(287,918) $(28,051)
(Unaudited) ______ ______ _____ _____ _____ _____ ________ __________ _________
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
4
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<CAPTION>
March 31, March 31,
1994 1993
_________ ________
<S> <C> <C>
Net cash flow from (used in) operating activities:
Net earnings (loss) $ (3,864) $ (6,430)
Depreciation and amortization 10,503 8,383
Amortization of deferred financing costs 413 332
________ _________
7,052 2,285
Decrease in receivables 8,278 6,209
(Increase) decrease in other current assets 963 (658)
Increase in accounts payable
and accrued expenses 3,094 6,008
Decrease in accrued interest (3,401) (4,362)
Other, net 17 (599)
________ _________
Net cash flow from operating activities 16,003 8,883
________ _________
Investing Activities:
Capital expenditures 298 185
Acquisitions:
Intangibles 116,451 100,000
Property and Equipment 2,000 3,000
________ _________
Net cash used for investing activities 118,749 103,185
________ _________
Cash provided (required) before
financing activities (102,746) (94,302)
________ ________
Financing Activities:
Borrowings under debt agreements 119,000 104,000
Reduction of debt (20,437) (8,750)
Proceeds from issuance of stocks 53 7
________ _________
Net financing activities 98,616 95,257
Increase (decrease) in cash and cash (4,130) 955
equivalents ________ _________
Total financing activities $102,746 $ 94,302
________ _________
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
5
<PAGE>
INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
_____________________
In the opinion of management the unaudited interim
financial statements contain all adjustments, consisting of
normal recurring accruals, necessary to present fairly the
financial position, results of operations and cash flows
for the periods presented.
Interim periods are not necessarily indicative of
results to be expected for the year. It is suggested that
these financial statements be read in conjunction with the
Consolidated Financial Statements and the notes thereto of
the Company for the year ended December 31, 1993.
The consolidated financial statements include the
accounts of the Company and its subsidiaries, which are all
wholly owned. All significant intercompany balances and
transactions have been eliminated in consolidation.
Earnings per common share are based on the weighted
average number of common shares and common equivalent shares
outstanding during the period.
Effective August 9, 1993, the Company declared a three-
for-two stock split in the form of a stock dividend payable
on August 16, 1993 to shareholders of record at the close of
business on August 9, 1993. Effective November 12, 1993,
the Company declared another three-for-two stock split in
the form of a stock dividend payable on November 19, 1993 to
shareholders of record at the close of business on November
12, 1993. The accompanying financial statements reflect the
effect of the stock dividends.
2. Public Stock Offerings
______________________
On May 13, 1993, the Company and certain holders of
warrants exercisable for shares of the Company's Class A
Common Stock sold through a public offering 8,148,814 shares
of Class A Common Stock, resulting in net proceeds to the
Company of approximately $100 million. The net proceeds
from this offering were used to pay down bank borrowings
under the Company's bank credit agreement (the "Credit
Agreement").
6
<PAGE>
3. Acquisitions
____________
On February 1, 1993, the Company completed the
acquisition of the assets of WZGC-FM (Atlanta), WZLX-FM
(Boston) and WUSN-FM (Chicago) from Cook Inlet Radio
Partners, L.P. and Cook Inlet Radio License Partnership,
L.P. for a total purchase price of approximately $100
million.
On September 1, 1993, the Company completed the
acquisition of WIP-AM, an all-sports radio station serving
Philadelphia, from Spectacor Broadcasting, L.P. for
approximately $17.4 million.
In February 1994, the Company completed the acquisition
of Los Angeles radio station KRTH-FM from Beasley FM
Acquisition Corp. for approximately $116 million. The
purchase price of the acquisition was funded by borrowings
under the Credit Agreement.
The operating results of these acquisitions are included
in the Company's consolidated results of operations from the
date of acquisition. The following unaudited pro forma
summary presents the consolidated results of operations as if
the acquisitions had occurred as of the beginning of 1994 and 1993,
after giving effect to certain adjustments, including amortization of
goodwill and interest expense on the acquisition debt. These pro forma
results have been prepared for comparative purposes only and do not
purport to be indicative of what would have occurred had the
acquisitions been made as of those dates or of results which may occur
in the future.
<TABLE>
<CAPTION>
Three Months Ended March 31,
1994 1993
____________ _____________
(Unaudited)
<S> <C> <C>
Net revenues ............................ $ 50,326 $ 42,763
Net earnings (loss) ..................... (4,676) (9,119)
Net earnings (loss) per common share .... (.11) (.28)
</TABLE>
On October 4, 1993, the Company entered into an
agreement to acquire Washington, D.C. radio stations WPGC-AM/FM
for approximately $60 million.
7
<PAGE>
On March 8, 1994, the Company entered into an agreement
to acquire Detroit radio station WXYT-AM for approximately
$23 million from Fritz Broadcasting, Inc.
An application seeking consent of the FCC to complete
the acquisitions of WPGC-AM/FM and WXYT-AM has been filed
and is pending. The purchase price of the above acquisitions is
expected to be financed by bank borrowings.
On February 3, 1994, the Company, Unistar Communications Group,
Inc. ("Unistar") and Westwood One, Inc. ("Westwood One") completed
the purchase by Westwood One of the radio network business of
Unistar for approximately $101.3 million. Westwood One is the
nation's largest producer and distributor of nationally sponsored
radio programs. In connection with transaction, an affiliate
of the Company received 5 million newly issued shares of common
stock of Westwood One for $3 per share (which represents
approximately 16.45% of the issued and outstanding capital stock of
Westwood One) and an option to purchase an additional 3 million
shares of Westwood One's common stock at a purchase price of $3 per
share, subject to certain vesting requirements. In connection
with the transactions, the Company's Chief Executive Officer and
Chief Financial Officer became the Chief Executive Officer and Chief
Financial Officer, respectively, of Westwood One pursuant to a
management agreement between the Company and Westwood One.
Under the management agreement, the Company will receive a base
management fee and additional warrants to acquire up to 1.5 million
shares of Westwood One's Common Stock at a purchase price from $3 to
$5 per share in the event that Westwood One's Common Stock trades
above certain target price levels.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
___________________________________
RESULTS OF OPERATIONS
_____________________
FIRST QUARTER OF 1994 COMPARED TO FIRST QUARTER OF 1993
_______________________________________________________
Net revenues for the first quarter of 1994 were
$48,183,000 as compared to $35,165,000 for the first quarter
of 1993, an increase of approximately $13,018,000 or 37%.
The increase was due principally to higher advertising
revenues at most of the Company's stations, and the
acquisitions of KRTH-FM (Los Angeles) effective February 15,
1994, WIP-AM (Philadelphia) effective September 1, 1993 and
the Cook Inlet radio stations WZLX-FM (Boston), WZGC-FM
(Atlanta) and WUSN-FM (Chicago) effective February 1, 1993.
On a pro forma basis, assuming the above acquisitions had
occurred as of the beginning of 1993, net revenues for the
first quarter of 1994 would have increased by approximately
18%.
8
<PAGE>
Station operating expenses excluding depreciation and
amortization for the first quarter of 1994 were 30,362,000
as compared to 22,797,000 for the first quarter of 1993, an
increase of 7,565,000 or approximately 33%. The increase
was principally due to the acquisitions of KRTH-FM, WIP-AM
and the Cook Inlet radio stations, expenses associated with
higher revenues and higher programming expenses. On a pro
forma basis, assuming the above acquisitions had occurred as
of the beginning of 1993, station operating expenses for the
first quarter of 1994 would have increased by approximately
15%.
Depreciation and amortization expense for the first
quarter of 1994 was approximately $10,503,000 as compared to
$8,383,000 for the first quarter of 1993, an increase of
approximately $2,120,000 or 25%. The increase was due to
the depreciation and amortization expense associated with
the above acquisitions, partially offset by lower
depreciation and amortization expense at the Company's other
radio stations.
Operating income for the first quarter of 1994 was
$6,201,000 as compared to $3,026,000 for the first quarter
of 1993, an increase of approximately 105%. The increase
was due principally to improved results at the Company's
radio stations.
Net financing expense (defined as interest expense less
interest income) for the first quarter of 1994 was
$10,063,000 as compared to $9,455,000 for the first quarter
of 1993, an increase of approximately $608,000 or 6%. The
increase was due principally to additional borrowings in
connection with the above acquisitions offset in part by
lower interest rates during the first quarter of 1994.
Net loss for the first quarter of 1994 was $3,864,000
as compared to $6,430,000 for the first quarter of 1993, a
decrease of approximately $2,566,000 or 40%.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
For the first quarter of 1994, cash from operating
activities was approximately $16,003,000, as compared to
$8,883,000 for the first quarter of 1993, an increase of
approximately $7,120,000. The increase was principally due
to improved earnings in 1994 as well as lower working
capital requirements.
In February 1994, the Company borrowed an additional
approximately $116 million under the acquisition facility of
its Credit Agreement to finance the acquisition and working
capital of Los Angeles radio station KRTH-FM. As of March
31, 1994, the Company had undrawn borrowing capacity of
approximately $24 million under the Credit Agreement.
9
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
________________________________
(a) Exhibits.
Exhibit
Number Description of Exhibit
_______ ______________________
2(a) Asset Purchase Agreement, dated as of August 15,
1992, between Cook Inlet Radio Partners, L.P., and
Cook Inlet Radio License Partnership, L.P., and
Infinity Broadcasting Corporation of Chicago,
Infinity Broadcasting Corporation of Atlanta,
Infinity Broadcasting Corporation of Boston and
the Company. (This exhibit can be found as
Exhibit 2(c) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1992
(File No. 0-14702) and is incorporated herein by
reference.)
2(b) Asset Purchase Agreement, dated as of
September 25, 1992, between Spectacor
Broadcasting, L.P. and Infinity Broadcasting
Corporation of Philadelphia. (This exhibit can be
found as Exhibit 2(d) to the Company's Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1992 (File No. 0-14702) and is
incorporated herein by reference.)
2(c) Purchase Agreement, dated as of June 16, 1993,
among Beasley FM Acquisition Corp., Infinity
Broadcasting Corporation of California and the
Company. (This exhibit can be found as Exhibit
2(e) to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993 (File No.
0-14702) and is incorporated herein by reference.)
2(d) Asset Purchase Agreement, dated as of October 4,
1993, between Cook Inlet Radio Partners, L.P. and
Cook Inlet Radio License Partnership, L.P. and
Infinity Broadcasting Corporation of Maryland and
the Company. (This exhibit can be found as
Exhibit 2(f) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993
(File No. 0-14702) and is incorporated herein by
reference.)
2(e) Asset Purchase Agreement, dated as of March 8,
1994, by and between Fritz Broadcasting, Inc.,
Infinity Broadcasting Corporation of Detroit and
the Company. (This exhibit can be found as
Exhibit 2(h) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993
(File No. 0-14702) and is incorporated herein by
reference.
10
<PAGE>
10(a) Sixth Amendment to the Employment Agreement, dated
as of September 10, 1990, between the Company and
Mel Karmazin, effective as of March 30, 1994
(subject in part to shareholder approval at the
annual meeting of the shareholders to be held on
June 13, 1994). (A scrivener's error in this
previously filed exhibit has been corrected.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company
during the quarter ended March 31, 1994.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
INFINITY BROADCASTING CORPORATION
_________________________________
(Registrant)
/s/ Farid Suleman
_________________________________
Farid Suleman,
Vice President-Finance/
Chief Financial Officer
Dated: May 13, 1994
12
<PAGE>
SIXTH AMENDMENT TO
EMPLOYMENT AGREEMENT
____________________
The Employment Agreement between Infinity Broadcasting
Corporation, a Delaware corporation, and Mel Karmazin, made as of
September 10, 1990 and amended as of September 30, 1991, February 4,
1992, June 30, 1993, August 16, 1993 and November 19, 1993 (the
"Employment Agreement"), is hereby further amended as follows effective,
unless otherwise indicated, as of the date on which the material terms
(as defined in Section 162(m) of the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder ("Section 162(m)")) of
the incentive compensation provisions herein set forth are approved by
the Company's stockholders in accordance with Section 162(m):
1. Section 7.3 of the Employment Agreement is amended to read
as set forth below:
"7.3 Failure to Make Award. If the Employer's stock
_____________________
option plan and deferred share plan are, at the time an award of
equity-based incentive compensation is payable under Exhibit B,
administered by a committee of "disinterested" directors (within
the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended) with respect to awards to the Executive, the
Employer shall recommend that such committee grant such award to
the Executive. If the committee fails to grant the award on or
before the thirtieth day following the filing by the Employer of
its Form 10-K with the Securities and Exchange Commission for the
applicable year, the Employer shall pay to the Executive in
cash an amount equal to the sum of (a) 25% of the fair
_
market value of the number of shares of Class B common stock as to
which Exhibit B requires the award of options and (b) 125% of the fair
_
market value of the number of shares of Class B common stock as to
which Exhibit B requires the award of deferred shares for the applicable
fiscal year of the Employer.
"For purposes of this agreement, the fair market value of
a share of the Company's Class A or Class B common stock shall be
the closing price (as reported on the NASDAQ National Market
System) of a share of the Company's Class A Common Stock on the
date as of which the relevant determination is made or, if no price
is so reported, the value of a share of the Company's Class A
common stock on such date as determined in good faith by the
Compensation Committee of the Board."
1
<PAGE>
2. The Employment Agreement is amended, effective March 30,
1994, by the addition thereto of a new Section 7.4, reading in its
entirety as follows:
"7.4 Stockholder Approval. If stockholder approval
____________________
required by Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder (`Section
162(m)') to qualify any portion of the compensation provided for by
Section 7.3 or Exhibit A or Exhibit B hereto for a fiscal year of
the Employer beginning on or after January 1, 1994 as `performance-
related' within the meaning of Section 162(m) is not obtained, the
Executive shall have no right hereunder to receive such portion of
such compensation. In such event the parties shall use their best
efforts to formulate, and shall seek stockholder approval of,
appropriate incentive compensation arrangements that are
`performance-related' within the meaning of Section 162(m)."
3. Section 13.1.3 of the Employment Agreement is amended so
that the term "EBITAD" appearing therein reads "EBITDA."
4. Exhibits A and B to the Employment Agreement are amended
to read in their entirety as set forth in Schedule I hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Amendment to be duly executed as of the 30th day of March, 1994.
INFINITY BROADCASTING CORPORATION
By: /s/ Farid Suleman
_________________________________
Vice President-Finance
and Chief Financial Officer
/s/ Mel Karmazin
__________________________________
MEL KARMAZIN
2
<PAGE>
SCHEDULE I
to Sixth
Amendment
__________
EXHIBIT A
_________
Cash Incentive Compensation
___________________________
For each fiscal year of the Employer, commencing with the
fiscal year ending December 31, 1994, for which the Employer meets its
EBITDA Target as established by the Compensation Committee of the Board
(the "Compensation Committee"), the Executive shall be entitled to
receive cash incentive compensation (a "Bonus") of $500,000.
If the Termination Date is other than the last day of a fiscal
year, the Executive will be entitled to a prorated Bonus for the portion
of the year preceding the Termination Date if the EBITDA Target is met
through the end of the month ending on or next preceding the Termination
Date.
EBITDA means earnings before interest, taxes, depreciation and
amortization as reported in the Employer's Form 10-K for the fiscal
year, or, if for a portion of the year, as approved by the Board based
on the Employer's books and records.
The Bonus for any year shall be paid not later than the
thirtieth day following the filing by the Employer of its Form 10-K with
the Securities and Exchange Commission ("SEC") for such year, or if the
Bonus is for a part of the year, not later than the sixtieth day
following the end of the last month taken into account in determining
whether the EBITDA Target is met.
EXHIBIT B
_________
Stock Options and Deferred Shares
_________________________________
Stock Options
_____________
For each year that the EBITDA target is met, commencing with
the fiscal year ending December 31, 1994, the Executive shall be
granted, no later than the thirtieth day following the filing by the
Employer of its Form 10-K with the SEC for such year, an option to
acquire 112,500 shares of the Class B common stock of the Employer.
Notwithstanding the foregoing sentence, such option may permit the
acquisition of shares of Class A Common Stock of the Employer to the
extent options for the purchase of Class B shares are not available for
issuance under the Employer's Stock Option Plan (or a successor plan
thereto) at the time the option is awarded. The per share exercise
price of the option shall
<PAGE>
be 85% of the fair market value of a share of Common Stock (determined
in accordance with Section 7.3 of this Agreement) as of the last day of
the period for which the award is made. The option shall be immediately
exercisable and shall expire ten years after the date of grant.
If the Termination Date is other than the last day of a fiscal
year, the Executive shall be granted an option to acquire a prorated
number of shares for such year if the EBITDA target for the portion of
the year through the end of the month ending on or immediately prior to
the Termination Date is met.
Deferred Shares
_______________
If the EBITDA Target for a fiscal year is exceeded, the
Executive shall receive a number of Class B Deferred Shares, as defined
in and pursuant to the Deferred Share Plan of the Employer, determined
by (a) multiplying each Increment, as defined below, by the applicable
Applied Percentage, and (b) dividing the sum of the resulting products
by an amount equal to 85% of the fair market value of a share of common
stock (determined in accordance with Section 7.3 of this Agreement) as
of the last day of the period for which the award is made.
Amount by Which Actual Maximum Maximum
EBITDA Exceeds the Applied Increment Aggregate
EBITDA Target ("Increment") Percentage Cash Value Cash Value
___________________________ __________ __________ __________
0 - $1,000,000 3% $30,000 $ 30,000
$1,000,001 - 2,000,000 4% 40,000 70,000
2,000,001 - 3,000,000 5% 50,000 120,000
3,000,001 - 4,000,000 5% 50,000 170,000
4,000,001 - 5,000,000 5% 50,000 220,000
5,000,001 - or more 5%
Deferred Shares for a fiscal year of the
Employer shall be awarded no later than the thirtieth day
following the filing by the Employer of its Form 10-K with
the SEC for such year. All Deferred Shares awarded to the
Executive pursuant hereto shall be fully vested at the
date of grant, and shares of Class B Common Stock shall be
deliverable to Executive as provided in the Deferred Share
Plan, provided that Class A Deferred Shares may be awarded
________
and delivered to the Executive in accordance with the
Deferred Share Plan (or a successor plan thereto) to the
extent Class B Deferred Shares are not available for award
under such plan at the time the Deferred Share award is
made.
2
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000792863
<NAME> INFINITY BROADCASTING CORP
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1994
<CASH> 5,783
<SECURITIES> 0
<RECEIVABLES> 50,662
<ALLOWANCES> 1,691
<INVENTORY> 0
<CURRENT-ASSETS> 56,769
<PP&E> 28,814
<DEPRECIATION> 8,680
<TOTAL-ASSETS> 472,485
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0
0
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</TABLE>
