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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - A
______________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Infinity Broadcasting Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-2766282
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
600 Madison Avenue
New York, New York 10022
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Class A Common Stock
$.002 Par Value New York Stock Exchange
________________________ _______________________
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered pursuant to Section 12(g) of the Act:
None
______________________________________________________________________________
(Title of Class)
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Item 1. Description of Registrant's Capital Stock
_______ _________________________________________
The authorized capital stock of Infinity Broadcasting
Corporation (the"Company") consists of 75,000,000 shares of Class
A Common Stock, $.002 par value (the "Class A Shares");
17,500,000 shares of Class B Common Stock, $.002 par value (the
"Class B Shares"); 30,000,000 shares of Class C Common Stock,
$.002 par value (the "Class C Shares", together with the Class A
and Class B Shares, the "Common Stock"); and 1,000,000 shares of
Preferred Stock, $.01 par value (the "Preferred Stock"). The
Company's Class A Shares are to be registered on the New York
Stock Exchange, Inc.
Dividends. Holders of shares of Common Stock are entitled
to receive such dividends as may be declared by the Company's
Board of Directors out of funds legally available for such
purpose. No dividend may be declared or paid in cash or property
on any share of any class of Common Stock, however, unless
simultaneously the same dividend is declared or paid on each
share of the other classes of Common Stock. In the case of any
stock dividend, holders of Class A Shares are entitled to receive
the same percentage dividend (payable in Class A Shares) as the
holders of Class B Shares receive (payable in Class B Shares) or
the holders of Class C Shares receive (payable in Class C
Shares).
Voting Rights. Holders of shares of Common Stock vote as a
_______________
single class on all matters submitted to a vote of the
stockholders, with each Class A and Class C Share entitled to one
vote and each Class B Share entitled to ten votes, except (i) for
the election of directors, (ii) with respect to any proposed
"going private" transaction between the Company and any of Gerald
Carrus, Michael A. Wiener and Mel Karmazin (the "Principal
Stockholders"), and (iii) as otherwise provided by law.
In the election of directors, the holders of Class A Shares,
voting as a separate class, are entitled to elect two of the
Company's nine directors and the holders of the Class C Shares,
voting as a separate class, are entitled to elect two of the
Company's nine directors. The holders of Common Stock, voting as
a single class, with each Class A Share and Class C Share
entitled to one vote and each Class B Share entitled to ten
votes, are entitled to elect the remaining five directors.
Holders of Common Stock are not entitled to cumulative votes in
the election of directors.
In the event that all of the issued and outstanding Class C
Shares are converted into Class A Shares in accordance with the
terms of the Company's Restated Certificate of Incorporation, as
amended, the holders of the remaining shares of the outstanding
classes of Common Stock, voting as a single class, will be
entitled to elect the directors previously elected by the holders
of the Class C Shares.
The holders of the Common Stock vote as a single class with
respect to any proposed "going private" transaction with a
Principal Stockholder, with each share of each class of Common
Stock entitled to one vote per share.
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Under Delaware law, the affirmative vote of the holders of a
majority of the outstanding shares of any class of common stock
is required to approve, among other things, a change in the
designations, preferences and limitations of the shares of such
class of common stock.
Liquidation Rights. Upon liquidation, dissolution, or
winding-up of the Company, the holders of Class A Shares are
entitled to share ratably with the holders of Class B and Class C
Shares in all assets available for distribution after payment in
full of creditors.
Other Provisions. Each Class B Share is convertible, at the
option of its holder, into one Class A Share at any time. One
Class B Share converts automatically into one Class A Share upon
its sale or other transfer to a party unaffiliated with a
Principal Stockholders or, in the event of a transfer to an
affiliated party, upon the death of the transferor. Each Class C
Share is convertible, at the option of its holder, into one Class
A Share at any time. One Class C Share converts automatically
into one Class A Share upon its sale or other transfer to a party
unaffiliated with certain merchant banking partnerships (the
"Lehman Investors") affiliated with Lehman Brothers, Inc. In
addition, all outstanding Class C Shares convert automatically
into any equal number of Class A Shares upon the date on which
the Lehman Investors no longer own at least 10% of the shares of
all classes of Common Stock on a fully diluted basis. The
holders of Common Stock are not entitled to preemptive or
subscription rights. The shares of Common Stock presently
outstanding are validly issued, fully paid and nonassessable. In
any merger, consolidation or business combination, the
consideration to be received per share by holders of Class A
Shares must be identical to that received by holders of Class B
and Class C Shares, except that in any such transaction in which
shares of Common Stock are distributed, such shares may differ as
to voting rights to the extent that voting rights now differ
among the classes of Common Stock. No class of Common Stock may
be subdivided, consolidated, reclassified or otherwise changed
unless concurrently the other classes of Common Stock are
subdivided, consolidated, reclassified or otherwise changed in
the same proportion and in the same manner.
Preferred Stock. The 1,000,000 authorized and unissued
shares of Preferred Stock may be issued with such designations,
voting powers, preferences, and relative, participating,
optional, or other special rights, and qualifications,
limitations and restrictions of such rights, as the Company's
Board of Directors may authorize, including, but not limited to:
(i) the distinctive designation of each series and the number of
shares that will constitute such series; (ii) the voting rights,
if any, of shares of such series; (iii) the dividend rate on the
shares of such series, any restriction, limitation or condition
upon the payment of such dividends, whether dividends shall be
cumulative, and the dates on which dividends are payable; (iv)
the prices at which, and the terms and conditions on which, the
shares of such series may be redeemed, if such shares are
redeemable; (v) the purchase or sinking fund provisions, if any,
for the purchase or redemption of shares of such series; (vi) any
preferential amount payable upon shares of such series in the
event of the liquidation, dissolution, or winding-up of the
Company or the distribution of its assets; and (vii) the prices
or rates of conversion at which, and the terms and conditions on
which, the shares of such series may be converted into other
securities, if such shares are convertible. Although the Company
has no present intention to issue shares of Preferred Stock, the
issuance of Preferred Stock, or the issuance of rights to
purchase such shares, could discourage an unsolicited acquisition
proposal.
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Item 2. Exhibits
_______ ________
The following exhibits required in accordance with
Instruction II to Item 2, have been or will be duly
filed with the New York Stock Exchange:
Exhibit
_______
Number Description of Exhibit
______ ______________________
1. Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
2. Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
3. Company's Definitive Proxy Statement as filed with
the Securities and Exchange Commission on April
28, 1995.
4(a) Restated Certificate of Incorporation of the Company,
dated February 4, 1992.
4(b) Certificate of Amendment of Restated Certificate of
Incorporation of the Company, dated October 22, 1993.
4(c) Amended and Restated By-Laws of the Company, dated
February 4, 1992.
5. Specimen Stock Certificate for the Company's Class
A Common Stock, par value $.002 per share.
SIGNATURES
__________
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
INFINITY BROADCASTING CORPORATION
By /s/ Farid Suleman
____________________________________________
Farid Suleman,
Vice President-Finance/
Chief Financial Officer
Dated: June 7, 1995
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