<PAGE>
FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO APPLICATION OF REPORT
Filed pursuant to Section 12, 13, or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
INFINITY BROADCASTING CORPORATION
_________________________________
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
___
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current Report on Form
8-K filed on July 5, 1994 (Commission file number 0-14702), as set forth in the
pages attached hereto:
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
INFINITY BROADCASTING CORPORATION
By: /s/ Farid Suleman
___________________________
Farid Suleman
Vice President - Finance
and Chief Financial Officer
Date: September 6, 1994
</page>
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The information called for by this Item is included on Pages
F-1 through F-9 of this filing and is incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma combined balance sheet data at March
31, 1994 is presented as if, at such date, the Company had acquired radio
stations WPGC-AM/FM, (collectively, the "Stations"). The unaudited pro forma
combined statements of operations data for the year ended December 31, 1993
and the three months ended March 31, 1994 are presented as if, at the
beginning of such periods, the Company had acquired the Stations and radio
station KRTH-FM, the acquisition of which was completed on February 15, 1994.
In the opinion of management, all adjustments necessary
to present fairly this pro forma information have been made.
The pro forma combined financial statements that follow should
be read in conjunction with the Company's Consolidated Financial Statements
and Notes thereto, which appear in the Company's Annual Report on Form 10-K
for the fiscal year ending December 31, 1993 and in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1994, and with
the Financial statements and Notes thereto of the Stations and KRTH-FM
appearing elsewhere in this filing. The pro forma information is not
necessarily indicative of the results that would have been reported had the
acquisitions of the Stations and KRTH-FM actually occurred on the dates
specified, nor is it indicative of the Company's future results.
(c) Exhibits.
</page>
<PAGE>
(b) Pro Forma Financial Information
<TABLE>
INFINITY BROADCASTING CORPORATION
PRO FORMA COMBINED BALANCE SHEET
March 31, 1994
(In Thousands)
(Unaudited)
<CAPTION>
Company Acquisition Company
as of Pro Forma
Reported WPGC-AM/FM(1) Combined
________ _____________ ________
<S> <C> <C> <C>
Assets:
Current Assets $ 56,769 $ 56,769
Property and Equipment 20,134 $ 2,000 22,134
Intangible Assets 383,916 58,000 441,916
Other Assets 11,666 11,666
__________ ________ ________
Total Assets $472,485 $ 60,000 $532,485
========== ======== ========
Liabilities:
Current Liabilities $ 55,067 $ 55,067
Long-term debt 445,469 60,000 505,469
Stockholders' equity
(deficiency) (28,051) (28,051)
__________ ________ ________
Total liabilities and
stockholders' equity
(deficiency) $472,485 $ 60,000 $532,485
========== ======== ========
__________________
<FN>
(1) To reflect the purchase price and additional bank
borrowings of approximately $60 million for the
acquisition of WPGC-AM/FM and to allocate such purchase price as
follows:
Assets:
Property and equipment................................. $ 2,000
Intangibles, principally franchise interests.......... 58,000
________
Total assets...................................... $ 60,000
________
</TABLE>
</page>
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION
PRO FORMA COMBINED STATEMENT OF OPERATIONS
Three Months Ended March 31, 1994
(In Thousands, except per share data)
(Unaudited)
<CAPTION>
Company Acquisition Acquisition Company
as of of Pro Forma
Reported KRTH-FM WPGC-AM/FM Combined
_________ __________ __________ ________
<S> <C> <C> <C> <C>
Total Revenues $ 54,955 $ 2,504 (1) $ 3,745 (1) $ 61,204
Less Agency Commissions 6,772 361 (1) 488 (1) 7,621
_________ _______ _________ _________
Net Revenues 48,183 2,143 3,257 53,583
Station operating expenses
excluding depreciation
and amortization 30,362 1,234 (1) 1,315 (1) 32,911
_________ _______ _________ _________
Station operating income
excluding depreciation
and amortization 17,821 909 1,942 20,672
Depreciation and
amortization 10,503 998 (2) 1,125 (4) 12,626
Corporate general and
administrative expenses 1,117 0 0 1,117
_________ ________ __________ __________
Operating Income 6,201 (89) 817 6,929
Interest expense, net of
Interest Income 10,063 1,001 (3) 1,050 (3) 12,114
Income Taxes 2 0 0 2
__________ ________ __________ __________
Net earnings (loss) ($ 3,864) ($1,090) ($233) ($ 5,187)
_________ ________ _________ _________
Net earnings per share ($ 0.09) ($ 0.12)
Weighted average shares 43,960 43,960
_______________________
<FN>
(1) To reflect the historical operating results of radio stations
KRTH-FM and WPGC-AM/FM.
(2) To reflect pro forma additional depreciation and amortization
expense from the allocation of the purchase price based upon the
following: franchise costs and other intangible assets of approximately
$114 million over a period of 15 years: and property and
equipment of approximately $2 million over 5 years.
(3) To reflect additional interest expense on bank borrowings (interest
rate of 7%) used to finance the acquisitions.
(4) To reflect pro forma additional depreciation and amortization
expense from the allocation of the purchase price based upon the
following: franchise costs and other intangible assets of
approximately $58 million over periods of 3 to 15 years: and
property and equipment of approximately $2 million over 5 years.
</TABLE>
</page>
<PAGE>
<TABLE>
INFINITY BROADCASTING CORPORATION
PRO FORMA COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 1993
(In Thousands, except per share data)
(Unaudited)
<CAPTION>
Company Acquisition Acquisition Company Pro
as of of Forma
Reported KRTH-FM WPGC-AM/FM Combined
_________ _______ __________ ________
<S> <C> <C> <C> <C>
Total Revenues $ 234,240 $ 25,922 (1) $ 16,073 (1) $ 276,235
Less Agency Commissions 29,718 3,796 (1) 2,137 (1) 35,651
_________ ________ _________ _________
Net Revenues 204,522 22,126 13,936 240,584
Station operating expenses
excluding depreciation
and amortization 109,601 10,790 (1) 6,060 (1) 126,451
_________ ________ _________ __________
Station operating income
excluding depreciation
and amortization 94,921 11,336 7,876 114,133
Depreciation and
amortization 38,853 8,183 (2) 4,500 (4) 51,536
Corporate general and
administrative expenses 4,836 0 4,836
_________ ___________ ___________ __________
Operating Income 51,232 3,153 3,376 57,761
Interest expense, net of
Interest income 36,291 8,120 (3) 4,200 (3) 48,611
Income Taxes 606 0 0 606
_________ ___________ ___________ _________
Net earnings (loss) $ 14,335 ($4,967) ($824) $ 8,544
_________ _________ __________ ________
Net earnings per share $ 0.35 $ 0.21
Weighted Average shares 41,370 41,370
<FN>
(1) To reflect the historical operating results of radio stations KRTH-FM
and WPGC-AM/FM.
(2) To reflect pro forma additional depreciation and amortization expense
from the allocation of the purchase price based upon the following:
franchise costs and other intangible assets of approximately $114 million
over a period of 15 years: and property and equipment of
approximately $2 million over 5 years.
(3) To reflect additional interest expense on bank borrowings (interest
rate of 7%) used to finance the acquisitions.
(4) To reflect pro forma additional depreciation and amortization expense
from the allocation of the purchase price based upon the following:
franchise costs and other intangible assets of approximately $58 million
over periods of 3 to 15 years: and property and equipment of
approximately $2 million over 5 years.
</TABLE>
</page>
<PAGE>
(c) Exhibits
Exhibit
Number Description of Exhibit
_______ ______________________
2(a) Asset Purchase Agreement, dated as of October 4, 1993,
by and 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(b) Amendment to Asset Purchase Agreements, dated as of
June 17, 1994, by and among Cook Inlet Radio Partners, L.P.,
Infinity Broadcasting Corporation of Maryland, 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(b) to the Company's Report on Form 8-K filed on
July 5, 1994 (File No. 0-14702), such Report on Form 8-K
being the subject of this Form 8-K/A No. 1 and is
incorporated herein by reference.)
2(c) 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.)
4(a) Amended and Restated Credit Agreement, dated as of
June 7, 1994, between the Company, and the banks that are
signatories thereto. (This exhibit can be found as
Exhibit 4(a) to the Company's Report on Form 8-K filed on
July 5, 1994 (File No. 0-14702), such Report on Form 8-K
being the subject of this Form 8-K/A No. 1 and is
incorporated herein by reference.)
4(b) Security Agreement, dated as of June 7, 1994, by and
among the Company, its subsidiaries that are signatories
thereto, and Chemical Bank, as collateral agent. (This
exhibit can be found as Exhibit 4(b) to the Company's Report
on Form 8-K filed on July 5, 1994 (File No. 0-14702), such
Report on Form 8-K being the subject of this Form 8-K/A
No.1 and is incorporated herein by reference.)
23 Consent of Independent Certified Public Accountants.
</page>
<PAGE>
WPGC FM & AM
(Stations owned and operated by
Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License
Partners, L.P.)
Financial Statements
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
</page>
<PAGE>
Independent Auditors' Report
The Board of Directors and Shareholders
Infinity Broadcasting Corporation:
We have audited the accompanying statements of net assets of WPGC FM & AM
(stations owned and operated by Cook Inlet Radio Partners, L.P. and Cook
Inlet Radio License Partners, L.P.) pursuant to the asset purchase agreement
referred to in note 2 to the financial statements as of December 31, 1993
and 1992, and the related statements of operating revenues and expenses for
the years then ended. These financial statements are the responsibility of
WPGC FM & AM'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 of WPGC FM & AM (pursuant to the
asset purchase agreement referred to in note 2 to the financial statements)
as of December 31, 1993 and 1992, and its operating revenues and expenses for
the years then ended, in conformity with generally accepted accounting
principles.
February 4, 1994, except as to
note 1, which is as of
June 17, 1994
F-1
</page>
<PAGE>
<TABLE>
WPGC FM & AM
(Stations owned and operated by Cook Inlet Radio Partners,
L.P. and Cook Inlet Radio License Partners, L.P.)
Statements of Net Assets (note 2(a))
December 31, 1993 and 1992
<CAPTION>
Assets (note 1) 1993 1992
_____________ ____ ____
<S> <C> <C>
Current assets - prepaid expenses - barter (note 3) $ 14,617 117,299
____________ ____________
Property, plant and equipment, at cost;
Land 400,501 400,501
Building 425,532 425,532
Equipment 1,776,189 1,678,943
Less - accumulated depreciation and amortization (1,533,955) (1,490,895)
____________ ____________
Net property, plant, and equipment 1,068,267 1,014,081
____________ ____________
Intangible assets:
Goodwill 26,729,193 26,729,193
Other intangible assets 7,267,045 7,267,045
____________ ____________
33,996,238 33,996,238
Less - accumulated amortization (5,283,985) (4,414,125)
____________ ____________
Net intangible assets 28,712,253 29,582,113
____________ ____________
Deposits 6,406 10,374
____________ ____________
Total assets 29,801,543 30,723,867
____________ ____________
Liabilities
___________
Current Liabilities - barter payable (note 3) 32,427 16,430
Commitments (note 4) ____________ ____________
Net assets $ 29,769,116 30,707,437
============ ============
<FN>
See accompanying notes to financial statements.
F-2
</TABLE>
</page>
<PAGE>
<TABLE>
WPGC FM & AM
(Stations owned and operated by Cook Inlet Radio Partners,
L.P. and Cook Inlet Radio License Partners, L.P.)
Statements of Operating Revenues and Expenses (note 2(a))
Years ended December 31, 1993 and 1992
<CAPTION>
1993 1992
____ ____
<S> <C> <C>
Total Revenues $ 16,072,941 12,529,304
Less agency commissions 2,136,787 1,709,114
____________ ____________
Net revenues 13,936,154 10,820,190
____________ ____________
Direct Expenses:
Technical 130,728 155,874
Programming 2,486,785 1,639,626
Sales 2,181,912 1,467,662
General and Administrative 1,260,155 1,124,690
____________ ____________
Total direct expenses 6,059,580 4,387,852
____________ ____________
7,876,574 6,432,338
Depreciation and amortization 1,001,200 1,184,493
Loss on disposal of assets 801 20,766
____________ ____________
Operating income 6,874,573 5,227,079
============ ============
<FN>
See accompanying notes to financial statements.
F-3
</TABLE>
</page>
<PAGE>
WPGC FM & AM
(Stations owned and operated by Cook Inlet Radio Partners,
L.P. and Cook Inlet Radio License Partners, L.P.)
Notes to Financial Statements
December 31, 1993 and 1992
(1) Disposition of Radio Stations WPGC FM & AM
Effective June 17, 1994, Cook Inlet Radio Partners,
L.P., and Cook Inlet Radio License Partners, L.P., (collectively
referred to as the Partnership) sold certain assets and
liabilities of WPGC FM & AM (stations owned and operated by the
Partnership), as defined in the asset purchase agreement, to
Infinity Broadcasting Corporation of Maryland and Infinity
Broadcasting Corporation (collectively referred to as Infinity)
for $60 million.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying statements of net assets include the
net assets of radio stations WPGC FM & AM (the Station) as
contemplated by the aforementioned asset purchase agreement.
These financial statements exclude the Station's assets and
liabilities which are not subject to the asset purchase
agreement, principally cash, accounts receivable, accounts
payable and accrued liabilities. The accompanying statements of
operating revenues and expenses reflect the results of operations
for the Station before interest expense, income taxes and other
non-operating expenses, including Corporate expense allocations.
These statements are presented on the basis of the Station's
historical cost, based primarily on allocations of the purchase
price paid for all of the radio stations owned and operated by
the Partnership. Goodwill, arising from a multiple station
acquisition in 1988 which included the Station, has been
allocated to the Station based upon independent appraisals for
each station obtained by the Partnership at time of acquisition.
The accompanying statements of net assets and operating revenues
and expenses are not intended to be a complete presentation of WPGC
FM & AM's assets and liabilities and results of operations. The
accompanying statements of operating revenues and expenses are
not necessarily representative of future operations under the
ownership of Infinity.
The Partnership is headquartered in Greenbelt,
Maryland (Corporate) and owns and operates radio stations in
various markets. The Partnership accounts for each station's
revenues and specifically identifiable costs on a specific
station basis. Interest on outstanding debt is expensed on the
records of Corporate and is not allocated to the stations, and no
interest is charged to the stations for their respective capital
balances. Corporate Charges such as financing and acquisition
costs, management and consulting fees payable to the
Partnership's general partners, deferred compensation related to
certain corporate management, and other charges not directly
related to individual stations, are not allocated to the Station.
F-4
</page>
<PAGE>
WPGC FM & AM
(Stations owned and operated by Cook Inlet Radio Partners,
L.P. and Cook Inlet Radio License Partners, L.P.)
Notes to Financial Statements
(b) Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost.
Depreciation and amortization is provided on the straight-line-
basis over the estimated useful lives of the assets as follows:
Transmitters and towers 5-15 years
Equipment and furniture 3-10 years
(c) Intangible Assets
Intangible assets with determinable lives, such as
favorable operating lease, on-air talent contracts, and other
contracts and agreements are recorded at their appraised value on
the acquisition date of the Station. Goodwill includes both
intangible assets with indeterminable lives and the excess of
cost over the fair market value of tangible assets and intangible
assets with determinable lives. Amortization is provided by use
of the straight-line method over the following lives:
Goodwill 40 years
Other intangible assets Term of the contract
or lease
(d) Income Taxes
Federal and state income tax regulations provide that
partnership income or losses be reported by the individual
partners on their respective income tax returns. Accordingly, no
provision for income taxes has been provided in the accompanying
financial statements.
(3) Nonmonetary Transactions
The Station has entered into nonmonetary transactions
with advertisers, whereby the Station agrees to provide
commercial air time in exchange for goods or services. These
transactions are recorded as the advertising is broadcast, or
when the goods and services are received.
(4) Commitments
(a) Employment Contracts
The Partnership has assumed and entered into contracts
for employment services. Payments to be made under these
contracts related to the Station at December 31, 1993, are as
follows:
F-5
</page>
<PAGE>
WPGC FM & AM
(Stations owned and operated by Cook Inlet Radio Partners,
L.P. and Cook Inlet Radio License Partners, L.P.)
Notes to Financial Statements
Year ending December 31, Amount
________________________ ______
1994 $ 1,233,666
1995 990,917
1996 863,333
1997 887,500
1998 and thereafter 225,000
___________
Total $ 4,200,416
___________
(b) Operating Leases
The Partnership has entered into various operating
leases for the rental of certain equipment and facilities.
Minimum rental payments under these noncancellable leases related
to the Station at December 31, 1993, are as follows:
Year ending December 31, Amount
________________________ ______
1994 $ 190,023
1995 184,723
1996 179,023
1997 179,023
1998 345,475
___________
Total $ 1,078,267
___________
Rent expense for 1993 and 1992 approximated $189,000
and $148,000, respectively, and is included in general and
administrative expenses in the accompanying statements of
operating revenues and expenses.
F-6
</page>
<PAGE>
<TABLE>
WPGC FM & AM
(Stations owned and operated by Cook Inlet Radio Partners,
L.P. and Cook Inlet Radio License Partners, L.P.)
Unaudited Statement of Net Assets
March 31, 1994
<CAPTION>
Assets (note 1)
______
<S> <C>
Current assets - prepaid expenses - barter $ 24,584
____________
Total current assets 24,584
____________
Property, plant and equipment, at cost:
Land 400,501
Building 425,532
Equipment 1,790,161
Less - accumulated depreciation and amortization (1,566,660)
____________
Net property, plant, and equipment 1,049,534
____________
Intangible assets:
Goodwill 26,729,193
Other intangible assets 7,267,045
____________
33,996,238
Less - accumulated amortization (5,501,476)
____________
Net intangible assets 28,494,762
____________
Deposits 15,041
____________
Total assets 29,583,921
____________
Liabilities
___________
Current Liabilities - barter payable 19,430
____________
Net assets $ 29,564,491
============
See accompanying note to unaudited financial statements.
</TABLE>
F-7
</page>
<PAGE>
<TABLE>
WPGC FM & AM
(Stations owned and operated by Cook Inlet Radio Partners,
L.P. and Cook Inlet Radio License Partners, L.P.)
Unaudited Statement of Operating Revenues and Expenses
Three Months Ended March 31, 1994
<S> <C>
Total Revenues $ 3,744,662
Less agency commissions 487,759
____________
Net revenues 3,256,903
____________
Direct Expenses:
Technical 21,192
Programming 628,977
Sales 360,986
General and Administrative 303,587
____________
Total direct expenses 1,314,742
____________
Depreciation and amortization 250,196
____________
Operating income 1,691,965
============
See accompanying note to unaudited financial statements.
F-8
</TABLE>
</page>
<PAGE>
WPGC FM & AM
(Stations owned and operated by Cook Inlet Radio Partners,
L.P. and Cook Inlet Radio License Partners, L.P.)
Note to Unaudited Financial Statements
March 31, 1994
(1) The accompanying financial statements, which should be read in conjunction
with the statement of net assets, pursuant to the asset purchase agreement
of WPGC AM and FM and the related statement of operating revenues and
expenses as of and for the year ended December 31, 1993, are unaudited.
The statements have been prepared in the ordinary course of business for
the purpose of providing information with respect to the interim period,
and are subject to audit at the close of the year. It is the opinion of
the management of the partnership that all adjustments necessary for a
fair presentation of such period have been included. Results of the
interim period are not necessarily indicative of results to be expected
for the full year.
F-9
</page>
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
___________________________________________________
The Board of Directors
Infinity Broadcasting Corporation:
We consent to incorporation by reference in the registration statements
No. 33-45977 and No. 33-56938 on Form S-8 of Infinity Broadcasting
Corporation of our report dated February 4, 1994, except as to note 1,
which is as of June 17, 1994, relating to the statements of net assets of
WPGC FM & AM as of December 31, 1992 and 1993, and the related statements
of operating revenues and expenses for each of the years in the two-year
period ended December 31, 1993, which report appears in the Form 8-K/A
No. 1 of Infinity Broadcasting Corporation dated September 6, 1994.
New York, New York
September 6, 1994
</page>
