<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 to
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 1995 Commission file number 0-14702
Infinity Broadcasting Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-2766282
(State of incorporation) (I.R.S. Employer
Identification No.)
600 Madison Avenue
New York, NY 10022
(Address of principal executive offices)
(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: 41,018,407 shares of Class A
Common Stock, 5,550,031 shares of Class B Common Stock and 744,171 shares of
Class C Common Stock as of August 8, 1995.
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits.
Exhibit
Number Description of Exhibit
2(a) 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(b) 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(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.)
2(d) Asset Purchase Agreement, dated as of September 12, 1994, by
and between TK Communications, Inc. and Infinity Broadcasting
Corporation of Dallas. (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, 1994 (File No. 0-14702) and is
incorporated herein by reference.)
3(a) Restated Certificate of Incorporation of the Company, as
amended October 22, 1993. (This exhibit can be found as
Exhibit 3 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.)
3(b) Certificate of Amendment of Restated Certificate of
Incorporation, filed on August 9, 1995.
4(a) Amendment No. 1, dated as of June 23, 1995, to the Second
Amended and Restated Credit Agreement, dated as of
December 22, 1994, between the Company and the banks that are
signatories thereto. (This exhibit can be found as Exhibit
10.01 to the Company's Registration Statement on Form S-3
(Registration No. 33-61081) and is incorporated herein by
reference.)
2
<PAGE>
10(a)* Seventh Amendment, effective as of May 19, 1995, to the
Employment Agreement, dated September 10, 1990, between the
Company and Mel Karmazin. (This exhibit can be found as
Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995 (File No. 0-14702) and
is incorporated herein by reference.)
27 Financial Data Schedule.
* Denotes management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to item 6(a) of Form 10-Q.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended June 30, 1995.
3
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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: August 15, 1995
4
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