<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
INFINITY BROADCASTING CORPORATION
________________________________________________
(Name of registrant as specified in its charter)
INFINITY BROADCASTING CORPORATION
__________________________________________
(Name of person(s) filing proxy statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11:
(1) Title of each class of securities to which transaction applies:___
(2) Aggregate number of securities to which transaction applies:______
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_____________________________
(4) Proposed maximum aggregate value of transaction:__________________
(5) Total fee paid:___________________________________________________
[x] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount previously paid: __________________________________________
(2) Form, Schedule or Registration Statement Number:__________________
(3) Filing party:_____________________________________________________
(4) Date filed:_______________________________________________________
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INFINITY BROADCASTING CORPORATION
600 Madison Avenue
New York, New York 10022
July 10, 1995
TO THE STOCKHOLDERS OF
INFINITY BROADCASTING CORPORATION:
The attached Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors (the "Board of Directors") of Infinity
Broadcasting Corporation (the "Company") of written consents from the
stockholders of the Company to amend ARTICLE FOUR of the Restated Certificate
of Incorporation of the Company to increase the number of authorized shares of
the Company's Class A Common Stock, par value $.002 per share (the "Class A
Stock"), from 75,000,000 to 200,000,000 shares.
Under Section 242(b) of the Delaware General Corporation Law, the
proposed amendment must be approved by the holders of a majority of the issued
and outstanding shares of Common Stock (as defined below) voting as a single
class and by the holders of a majority of the issued and outstanding shares of
Class A Stock voting separately as a class. Common Stock means, collectively,
the Class A Stock, the Company's Class B Common Stock, par value $.002 per
share (the "Class B Stock"), and the Company's Class C Common Stock, par value
$.002 per share (the "Class C Stock").
Only stockholders of record as of the close of business on June 23, 1995,
are entitled to give their consent with respect to the proposed amendment. If,
within 60 days following its receipt of the first such consent, the Company
receives executed consents approving the proposed amendment from the holders
of a majority of the issued and outstanding shares of Common Stock voting as a
single class and the holders of a majority of the issued and outstanding
shares of Class A Stock voting separately as a class, and those consents have
not been revoked, the stockholders of the Company will be deemed to have
approved the proposed amendment to the Company's Restated Certificate of
Incorporation.
The Board of Directors recommends approval of the proposed amendment,
which is more fully described in the attached Proxy Statement, and urges you
to complete, sign and return the enclosed consent form at your earliest
convenience.
By Order of the Board of Directors,
Michael A. Wiener
Co-Chairman of the Board and Secretary
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INFINITY BROADCASTING CORPORATION
600 Madison Avenue
New York, New York 10022
________________________
PROXY STATEMENT
July 10, 1995
_______________________
Proposal to Increase the Number of
Authorized Shares of
Class A Common Stock
General
The Board of Directors (the "Board of Directors") of Infinity
Broadcasting Corporation (the "Company") is furnishing this Proxy Statement in
connection with its solicitation of written consents from the stockholders of
the Company to amend ARTICLE FOUR of the Restated Certificate of Incorporation
of the Company to increase the number of authorized shares of the Company's
Class A Common Stock, par value $.002 per share (the "Class A Stock"), from
75,000,000 to 200,000,000 shares. The full text of the proposed Certificate
of Amendment amending the Restated Certificate of Incorporation of the Company
is set forth as Exhibit A to this Proxy Statement.
Under Section 242(b) of the Delaware General Corporation Law (the
"DGCL"), the proposed amendment must be approved by the holders of a majority
of the issued and outstanding shares of Common Stock (as defined below) voting
as a single class and by the holders of a majority of the issued and
outstanding shares of Class A Stock voting separately as a class. Common Stock
means, collectively, the Class A Stock, the Company's Class B Common Stock
(the "Class B Stock"), and the Company's Class C Common Stock (the "Class C
Stock").
Stockholders of record as of the close of business on June 23, 1995, are
entitled to notice of, and to give their consent with respect to, the proposed
amendment. If, within 60 days following its receipt of the first such
consent, the Company receives executed consents approving the proposed
amendment from the holders of a majority of the issued and outstanding shares
of Common Stock voting as a single class and the holders of a majority of the
issued and outstanding shares of Class A Stock voting separately as a class,
and those consents have not been revoked, the stockholders of the Company will
be deemed to have approved the proposed amendment to the Company's Restated
Certificate of Incorporation. Abstentions from voting (including broker
non-votes) will have the effect of votes against the proposed amendment. In
no event will the Company amend its Restated Certificate of Incorporation
prior to 20 days after the mailing of this Proxy Statement to stockholders,
even if the required vote of stockholders is received earlier.
This Proxy Statement and the enclosed consent form are scheduled to be
mailed to stockholders of the Company commencing on July 10, 1995.
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Voting Securities
As of the close of business on June 22,1995, 41,196,301 shares of Class A
Stock, 5,550,030 shares of Class B Stock and 744,171 shares of Class C Stock
were issued and outstanding. Each share of Class A Stock and Class C Stock is
entitled to one vote, and each share of Class B Stock is entitled to ten
votes, with respect to the proposed amendment. All of the issued and
outstanding Class B Stock is held by Mel Karmazin, the Company's President and
Chief Executive Officer, Gerald Carrus, the Company's Chairman of the Board
and Treasurer, and Michael A. Wiener, the Company's Co-Chairman of the Board
and Secretary and their Affiliates (as defined in the Company's Restated
Certificate of Incorporation). The Class B Stock constitutes
approximately 57% of the combined voting power of all three classes of
Common Stock.
The holders of the shares of the Class B Stock have indicated to the
Board of Directors that they intend to consent to the proposed amendment to
the Company's Restated Certificate of Incorporation. If such holders do
consent to the proposed amendment, then the proposed amendment will be
approved by the holders of a majority of the issued and outstanding shares of
Common Stock voting as a single class. As a result, only the approval of the
holders of a majority of the shares of Class A Stock, voting separately as a
class, will be required for the approval of the proposed amendment.
Reasons for and Certain Effects of the Amendment
The Board of Directors considers the proposed increase in the number of
authorized shares desirable because it would give the Board of Directors the
necessary flexibility to issue Class A Stock in connection with future
acquisitions, financings, stock dividends and splits, employee benefits and
other general corporate purposes, without the expense and delay incidental to
obtaining stockholder approval in each such instance. As a result of the
Company's recent 3-for-2 stock dividend, the Company has issued, or reserved
for issuance, almost all of its currently existing authorized shares of Class
A Stock.
Existing stockholders do not have preemptive rights with respect to
future issuances of Class A Stock by the Company and their respective
interests in the Company could be diluted by such issuances with respect to
earnings per share and book and market value per share.
THE BOARD OF DIRECTORS HAS APPROVED THE PROPOSAL TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF CLASS A STOCK AND RECOMMENDS THAT STOCKHOLDERS CONSENT
TO THIS PROPOSAL.
2
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of the Company's common stock as of June 22, 1995, except as set
forth in notes 9 and 10 below, by (1) each person known to the Company to own
beneficially more than 5% of any class of Common Stock, (2) each director and
nominee to serve as a director of the Company, (3) each executive officer of
the Company and (4) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Class A Stock Class B Stock
________________________ ________________________
Percent Percent
of of
Name Shares 1 Class 1 Shares 1 Class ** 1
______________________ ___________ ___________ __________ ____________
<S> <C> <C> <C> <C>
Gerald Carrus 2 ...... - - 2,749,518 30.8%
Michael A. Wiener 2 .. - - 2,389,707 26.7%
Mel Karmazin 2 ....... 368,751 3 * 3,797,945 4 42.5%
Farid Suleman 2 ...... 208,337 5 * - -
Steven A. Lerman ..... - - - -
Alan R. Batkin ....... 16,876 6 * - -
Jeffrey Sherman ...... - - - -
James L. Singleton ... - - - -
James A. Stern ....... - - - -
Lehman Investors 7 ... - - - -
The Putnam Advisory
Company, Inc. 9 .... 710,363 1.7% - -
Putnam Investment
Management, Inc.9 .. 4,584,173 11.1% - -
College Retirement
Equities Fund 10 ... 2,804,325 6.8% - -
All directors and
executive officers as a
group (9 persons)... 593,964 1.4% 8,937,170 100.0%
</TABLE>
<TABLE>
<CAPTION>
Class C Stock
____________________________________
Percent
Percent of Total
of Voting
Name Shares 1 Class 1 Power 1
______________________ ____________ __________ ____________
<C> <C> <C> <C>
Gerald Carrus 2 ...... - - 28.2%
Michael A. Wiener 2 .. - - 24.5%
Mel Karmazin 2 ....... - - 29.2%
Farid Suleman 2 ...... - - *
Steven A. Lerman ..... - - -
Alan R. Batkin ....... - - *
Jeffrey Sherman ...... - - -
James L. Singleton ... - - -
James A. Stern ....... - - -
Lehman Investors 7 ... 14,147,460 8 100.00% 8 12.8%
The Putnam Advisory
Company, Inc. 9 .... - - *
Putnam Investment
Management, Inc.9 .. - - 4.7%
College Retirement
Equities Fund 10 ... - - 2.9%
All directors and
executive officers as a
group (9 persons)... - - 68.4%
<FN>
* Less than 1%.
** Assumes the exercise of all options and deferred shares for the purchase
of Class B Shares beneficially owned. Such percentages for Messrs. Carrus
and Wiener would be 49.6% and 43.1%, respectively, assuming such options
and deferred shares are not exercised.
</TABLE>
3
</page>
<PAGE>
(Notes to table from preceding page)
__________
1. The information as to beneficial ownership is based on statements
furnished to the Company by the beneficial owners. As used in the Table,
"beneficial ownership" means the sole or shared power to vote or to
direct the voting of, a security, or the sole or shared investment power
with respect to a security (i.e., the power to dispose of, or to direct
the disposition of, a security). For purposes of this Table, a person
is deemed to have "beneficial ownership" of any security that such
person has the right to acquire within 60 days after June 22, 1995,
except that "beneficial ownership" does not include the number of Class
A Shares issuable upon conversion of Class B Shares and Class C Shares,
even though Class B Shares and Class C Shares are freely convertible
into Class A Shares.
2. The address of each person is Infinity Broadcasting Corporation, 600
Madison Avenue, New York, New York 10022.
3. Includes options and warrants exercisable for 132,872 Class A Shares.
4. Includes options and deferred shares exercisable for 3,387,140 Class B
Shares.
5. Includes options exercisable for 160,125 Class A Shares.
6. Includes options exercisable for 13,500 Class A Shares.
7. The Lehman Investors consist of certain merchant banking limited
partnerships, the general partners of which are subsidiaries of Lehman
Brothers Holdings Inc. The address for each of the Lehman Investors is
Three World Financial Center, New York, New York 10285.
8. Includes warrants exercisable for 13,403,289 Class C Shares.
9. Includes Class A Shares beneficially owned by the Putnam Advisory
Company, Inc. ("PAC") and Putnam Investment Management, Inc. ("PIM") as
reported to the Company on January 23, 1995. PAC and PIM are both
wholly-owned subsidiaries of Putnam Investments, Inc. ("PI"), a
wholly-owned subsidiary of Marsh & McLennan Companies, Inc. ("M&MC").
Of the 710,363 Class A Shares beneficially owned by PAC, 552,026 shares
are owned with shared voting power and all are owned with shared
dispositive power. Of the 4,584,173 Class A Shares beneficially owned
by PIM, all are owned with shared dispositive power. M&MC disclaims
beneficial ownership of the 5,294,536 Class A Shares beneficially owned
by PAC and PIM. The address of PAC, PIM, and PI is One Post Office
Square, Boston, Massachusetts 02109 and of M&MC is 1166 Avenue of the
Americas, New York, New York 10036.
10. Includes Class A Shares beneficially owned by College Retirement Equities
Fund ("CREF") as reported to the Company on February 13, 1995. The address
of CREF is 730 Third Avenue, New York, New York 10017.
4
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<PAGE>
GENERAL INFORMATION
The Consent Procedure
The Company is incorporated in Delaware and is therefore subject to the
DGCL. Section 228 of the DGCL permits the stockholders of the Company to take
action without a meeting if consents in writing, setting forth the action so
taken, are signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. The DGCL also provides that the minimum necessary votes must be
received by the Company within 60 days of the date of the first such written
consent. Accordingly, if, within 60 days following its receipt of the first
written consent approving the proposed amendment, the Company receives
executed consents approving the proposed amendment from the holders of a
majority of the issued and outstanding shares of Common Stock voting as a
single class and the holders of a majority of the issued and outstanding
shares of Class A Stock voting separately as a class, and those consents have
not been revoked, the stockholders will be deemed to have approved the
proposed amendment. In no event will the Company amend its Restated
Certificate of Incorporation prior to 20 days after the mailing of this Proxy
Statement to stockholders, even if the required vote of stockholders is
received earlier.
The Board of Directors has fixed a record date for this consent
solicitation of June 23, 1995. Accordingly, the enclosed consent form may only
be executed by stockholders of record as of the close of business on such
date.
All written consents received by the Company, regardless of when dated,
will expire unless valid, written, unrevoked consents constituting the
necessary vote for approval of the proposed amendment are received by the
Company within 60 days of the date of the first such consent.
As required by the DGCL, if the proposed amendment is approved by the
stockholders, the Company will promptly notify the stockholders from whom
consent has not been received.
Solicitation
In addition to solicitation by mail, written consents may be solicited in
person, or by telephone or telegraph, by directors and by officers and other
regular employees of the Company. All expenses in connection with the
preparation of this Proxy Statement and the related solicitation of written
consents will be borne by the Company.
Revocability of Consents
A consent executed by a stockholder may be revoked at any time provided
that a written, dated revocation is executed and delivered to the Company on
or prior to the later of (a) the time at which the Company receives written
consents sufficient to approve the proposed amendment and (b) 20 days after
the mailing of this Proxy Statement to stockholders. The Company intends to
amend its Restated Certificate of Incorporation as soon as practicable
following the receipt of the necessary consents and the expiration of such
20-day period. A revocation may be in any written form validly signed by the
stockholder as long as it clearly states that the consent previously given is
no longer
5
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<PAGE>
effective. The revocation should be addressed to Michael A. Wiener,
Secretary, Infinity Broadcasting Corporation, 600 Madison Avenue, New York,
New York 10022.
Stockholder Proposals for 1996 Annual Meeting
Under the rules of the Securities and Exchange Commission, any
stockholder proposal intended for inclusion in the proxy material for the
annual meeting of stockholders to be held in 1996 must be received by the
Company by December 29, 1995 to be eligible for inclusion in such proxy
material. Proposals should be addressed to Michael A. Wiener, Secretary,
Infinity Broadcasting Corporation, 600 Madison Avenue, New York, New York
10022. Proposals must comply with the proxy rules of the Securities and
Exchange Commission relating to stockholder proposals in order to be included
in the proxy materials.
By Order of the Board of Directors,
Michael A. Wiener
Co-Chairman of the Board and Secretary
6
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<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
INFINITY BROADCASTING CORPORATION
Under Section 242 of the General Corporation Law
________________________________________________
Infinity Broadcasting Corporation, a corporation organized under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name under which the Corporation originally was incorporated is
Progressive Communication Corporation, and the date of filing of its original
Certificate of Incorporation with the Secretary of State was June 16, 1972.
2. Paragraph 4.1 of the Restated Certificate of Incorporation of the
Corporation is hereby amended in its entirety to read as follows:
4.1 Authorized Shares. The total number of shares of capital stock
_________________
which the Corporation shall have authority to issue is 248,500,000 shares,
consisting of four classes of capital stock:
(a) 200,000,000 shares of Class A Common Stock, par value $.002
per share (the "Class A Shares");
(b) 17,500,000 shares of Class B Common Stock, par value $.002
per share (the "Class B Shares");
(c) 30,000,000 shares of Class C Common Stock, par value $.002
per share (the "Class C Shares"; and, together with the Class A
Shares and the Class B Shares, the "Common Shares"); and
(d) 1,000,000 shares of Preferred Stock, par value $.01 per
share (the "Preferred Shares").
3. The amendment to the Restated Certificate of Incorporation of
the Corporation set forth in the preceding paragraph has been duly adopted in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law, the Board of Directors of the Corporation having adopted
resolutions setting forth such amendment, declaring its advisability, and
directing that it be submitted to the stockholders of the Corporation for
their approval; the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
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and voted having consented in writing to the adoption of such amendment; and
written notice of the adoption of such amendment by the stockholders without a
meeting by less than unanimous written consent having been given to those
stockholders from whom such written consent was not received.
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this certificate on the _____ day of _____________, 1995.
INFINITY BROADCASTING CORPORATION
By:_____________________________________
Mel Karmazin
President and Chief Executive Officer
ATTEST:
_____________________
Farid Suleman
Assistant Secretary
2
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INFINITY BROADCASTING CORPORATION CONSENT FORM
Consent Solicited on Behalf of the Board of Directors
The undersigned, a stockholder of record of Infinity Broadcasting
Corporation (the "Company") as of the close of business on June 23, 1995,
hereby takes the following action, with respect to all stock of the Company
held by the undersigned, in connection with the solicitation by the Board of
Directors of the Company of written consents, pursuant to Section 228 of the
Delaware General Corporation Law, to the amendment of the Restated Certificate
of Incorporation of the Company described in the Company's Proxy Statement,
dated July 10, 1995, without a meeting:
(Place an "x" in the appropriate box)
The Board of Directors recommends that
stockholders CONSENT to the proposed amendment.
CONSENT [ ] CONSENT WITHHELD [ ] ABSTAIN [ ]
If no box is marked with respect to the action described above, the
undersigned will be deemed to have consented to the proposed amendment.
Dated: , 1995
_______________________________
____________________________________________
Signature(s)
Please sign as registered and return promptly in the
enclosed envelope. Executors, trustees and others
signing in a representative capacity should include
their names and the capacity in which they sign.
</page>
