As filed with the Securities and Exchange Commission on September 15, 1995
Registration No. 33-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 Number)
600 Madison Avenue
New York, New York 10022
(212) 750-6400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
FARID SULEMAN
Vice President--Finance and
Chief Financial Officer
Infinity Broadcasting Corporation
600 Madison Avenue
New York, New York 10022
(212) 750-6400
(Name, address, including zip code, and telephone number, including
area code, of agent for service of process)
Please address a copy of all communications to:
RICHARD D. BOHM, Esq. DAVID B. CHAPNICK, Esq.
Debevoise & Plimpton Simpson Thacher & Bartlett
875 Third Avenue 425 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 909-6000 (212) 455-2000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.[ ]
<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities being Registered Registered(1) Per Unit(2) Offering Price(2) Registration Fee
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.002 per share . . 9,775,000 $33.00 $322,575,000 $111,233
</TABLE>
(1) Includes 1,275,000 shares which the Underwriters have the
option to purchase solely to cover over-allotments.
(2) Estimated pursuant to Rule 457 solely for the purpose
of calculating the registration fee, on the basis of
the average of the high and low sales prices per share
of the registrant's Class A Common Stock as reported on
the New York Stock Exchange on September 12, 1995.
----------------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment that
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two separate
prospectuses. The first prospectus relates to a public offering
in the United States and Canada of an aggregate of 6,800,000
shares of Class A Common Stock (the "U.S. Offering"). The second
prospectus relates to a concurrent offering outside the United
States and Canada of an aggregate of 1,700,000 shares of Class A
Common Stock (the "International Offering" and, together with the
U.S. Offering, the "Offerings"). The prospectuses for the U.S.
Offering and the International Offering will be identical with
the exception of the following alternate pages for the
International Offering: a front cover page, a "Certain U.S. Tax
Considerations Applicable to Non-U.S. Holders of Common Stock"
section, an "Underwriting" section, an "Available Information"
section and a back cover page. Such alternate pages appear in
this Registration Statement immediately following the complete
prospectus for the U.S. Offering.
2
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER __, 1995
PROSPECTUS
----------
8,500,000 Shares
Infinity Broadcasting Corporation
Class A Common Stock
All of the 8,500,000 shares of Class A Common Stock offered hereby
are being sold by Infinity Broadcasting Corporation ("Infinity" or the
"Company"). Of the 8,500,000 shares of Class A Common Stock offered
hereby, 6,800,000 shares are being offered initially in the United
States and Canada by the U.S. Underwriters (the "U.S. Offering") and
1,700,000 shares are being offered in a concurrent international
offering outside the United States and Canada by the International
Underwriters (the "International Offering" and, together with the U.S.
Offering, the "Offerings"). The initial public offering price and the
underwriting discount per share are identical for both Offerings. See
"Underwriting."
The Company's authorized capital stock includes Class A Common Stock,
Class B Common Stock and Class C Common Stock (collectively, the "Common
Stock") and preferred stock. The rights of holders of Common Stock are
identical, except that each share of Class B Common Stock generally
entitles its holder to ten votes, whereas each share of Class A Common
Stock and Class C Common Stock entitles its holder to one vote. In
addition, the holders of Class A Common Stock, voting as a separate
class, are entitled to elect two of the Company's nine directors and the
holders of Class C Common Stock, voting as a separate class, are also
entitled to elect two of the Company's nine directors. Each share of
Class B Common Stock converts automatically into one share of Class A
Common Stock upon its sale or other transfer to a party unaffiliated
with certain of the existing stockholders of the Company or, if shares
have been transferred to an affiliated party, upon the death of the
transferor of such shares. Each share of Class C Common Stock converts
automatically into one share of Class A Common Stock upon its sale or
other transfer to a party unaffiliated with certain of the existing
stockholders of the Company and upon the occurrence of certain other
events. See "Description of Capital Stock."
The Class A Common Stock has been traded on the New York Stock
Exchange under the symbol "INF" since June 22, 1995 and was formerly
traded on the NASDAQ National Market System under the symbol "INFTA."
On September 14, 1995, the last reported sale price of the Class A
Common Stock on the New York Stock Exchange was $ 33 1/2 per share. See
-------
"Price Range of Common Stock and Dividend Policy."
See "Risk Factors" on page __for certain factors that should be
considered by prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE .
<TABLE><CAPTION>
Price to Underwriting Proceeds to
Public Discount(1) Company(2)
<S> <C> <C> <C>
Per Share .............. $ $ $
Total(3) .............. $ $ $
</TABLE>
(1) The Company has agreed to indemnify the several U.S.
Underwriters and International Underwriters against certain
liabilities, including liabilities under the Securities Act of
1933. See "Underwriting."
(2) Before deducting expenses, estimated at $ ,
payable by the Company.
(3) The Company has granted the U.S. Underwriters and the
International Underwriters options, exercisable within 30 days
after the date hereof, to purchase up to an aggregate of
1,020,000 and 255,000 shares of Class A Common Stock,
respectively, at the initial price to public per share, less
the underwriting discount, solely to cover over-allotments, if
any. If such options are exercised in full, the total Price
to Public, Underwriting Discount and Proceeds to Company will
be $_______, $_______ and $_______, respectively. See
"Underwriting."
The Class A Common Stock is being offered by the several
Underwriters, subject to prior sale, when, as and if issued to and
accepted by them, and subject to approval of certain legal matters by
counsel for the Underwriters and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer
and to reject orders in whole or in part. It is expected that delivery
of certificates for the shares of Class A Common Stock will be made in
New York, New York on or about ________.
<PAGE>
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
ALEX. BROWN & SONS
INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION
SMITH BARNEY INC.
The date of this Prospectus is , 1995.
--------------
2
<PAGE>
[Insert corporate logo for Infinity Broadcasting Corporation]
-------------------------
[Insert corporate logos for individual radio stations]
-------------------------
------------------------------------------------------------------------
-
IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE CLASS A COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the
more detailed information and financial statements appearing
elsewhere or incorporated by reference in this Prospectus. All
references in this Prospectus to shares and per share data
assume that the Underwriters' options to purchase from the
Company up to 1,275,000 additional shares of Class A Common
Stock to cover over-allotments will not be exercised in
connection with the Offerings. If the over-allotment options
are exercised in full, 1,275,000 additional shares of Class A
Common Stock would be sold by the Company. All references in
this Prospectus to shares and per share data also (i) are as of
September 1, 1995 unless otherwise specified and (ii) give
effect to a three-for-two stock split effected by the Company
on August 16, 1993, a three-for-two stock split effected by the
Company on November 19, 1993 and a three-for-two stock split
effected by the Company on May 19, 1995. Except as otherwise
indicated by the context, references in this Prospectus to the
"Company" include all subsidiaries of the Company. Prospective
investors should carefully consider the information set forth
under the heading "Risk Factors."
The Company
Infinity Broadcasting Corporation is currently the largest
owner and operator of radio stations in the United States.
Infinity owns and operates 27 radio stations serving 13 of the
nation's largest radio markets, including each of the nation's
top ten radio markets. Based on information contained in
Duncan's Radio Market Guide (1995 ed.), Infinity ranked first
in total radio revenues in 1994 among all companies owning
radio stations in the United States. The Company serves
markets accounting for approximately $2.7 billion in radio
advertising revenues in 1994, representing approximately 27% of
the total radio advertising expenditures in the United States
in 1994. The Company also has an investment in and manages
Westwood One, Inc. ("Westwood One"), the largest producer and
distributor of radio programs in the U.S.
Since Infinity acquired its first radio station in May 1973,
it has expanded by acquiring and developing underperforming
stations in the nation's largest media markets, where the
greatest proportion of radio advertising dollars is spent. The
Company believes that its presence in large markets makes it
attractive to advertisers and that the overall diversity of its
stations reduces its dependence on any single station, local
economy or advertiser.
In each of its markets, the Company attracts a specific
demographic group by targeting its program format and hiring
popular on-air talent. The Company's stations serve diverse
target demographics attractive to advertisers through a broad
range of programming formats such as rock, oldies, news/talk,
adult contemporary, all-sports and country. The Company's
overall programming strategy includes acquiring significant on-
air talent and broadcasting rights for sports franchises.
The diversity of the Company's station and market
characteristics, combined with its acquisition and operating
strategies, have enabled the Company to achieve consistent
growth in revenues and operating cash flow (as used in this
Prospectus, the term "operating cash flow" means operating
income plus depreciation and amortization). The Company's net
revenues increased from approximately $150.2 million for 1992
to approximately $274.1 million for 1994, while operating cash
flow grew from approximately $64.3 million for 1992 to
approximately $125.2 million for 1994.
The Company continuously seeks opportunities for expansion
through the acquisition of additional radio stations, although
its ability to make further acquisitions may be limited by
regulatory requirements. Certain legislation currently pending
before Congress would significantly relax or eliminate
regulatory restrictions on the number of radio broadcasting
properties which may be owned or controlled by one entity.
See "The Company -- Recent Developments -- Telecommunications
Bills." There can be no assurance that such legislation will be
enacted or what form any ultimate legislation will take.
4
<PAGE>
The Company was incorporated in 1972 in Delaware. Its Class
A Common Stock, par value $.002 per share (the "Class A Common
Stock"), is listed on the New York Stock Exchange.
<TABLE><CAPTION>
The Offerings
<S> <C>
Class A Common Stock offered:
U.S. Offering . . . . . . . . . . 6,800,000 shares
International Offering . . . . . . 1,700,000 shares
Total . . . . . . . . . . . 8,500,000 shares
Shares of Common Stock to be
outstanding after the Offerings(1) . 49,498,405 shares of Class A Common Stock(2)
5,550,031 shares of Class B Common Stock(2)
744,171 shares of Class C Common Stock(2)
55,792,607 shares of Common Stock(2)
77,270,501 shares of Common Stock after exercise of
options and warrants and issuance of deferred shares(3)
Voting rights . . . . . . . . . . . . The Class A, Class B and Class C Common Stock vote as a
single class with respect to all matters submitted to a
vote of stockholders, with each share of the Class A and
Class C Common Stock entitled to one vote and each share
of Class B Common Stock entitled to ten votes, except (i)
in the election of directors, with respect to which the
holders of Class A and Class C Common Stock are each
entitled to elect two of the Company's nine directors by
a class vote, (ii) with respect to any "going private"
transaction between the Company and any of Mel Karmazin,
Michael A. Wiener and Gerald Carrus (see "Principal
Stockholders") and (iii) as otherwise provided by law.
Each class of Common Stock is equivalent, except with
respect to voting rights. See "Description of Capital
Stock."
Use of proceeds . . . . . . . . . . . The Company expects to use the net proceeds from the
Offerings to finance future acquisitions of broadcasting
properties and for general corporate purposes. Until such
net proceeds are applied for such purposes, the Company
expects to use such net proceeds to reduce certain
borrowings. See "Use of Proceeds."
NYSE symbol . . . . . . . . . . . . . INF
</TABLE>
(1) If the Underwriters' overallotment options were
exercised in full, 50,773,405 shares of Class A Common
Stock would be outstanding after the Offerings. See
"Underwriting."
(2) Excludes shares of Class A Common Stock issuable upon
future conversions of shares of Class B or Class C
Common Stock and any future exercise of stock options
or warrants or issuance of deferred shares. See
"Description of Capital Stock -- Warrants and Options."
(3) Includes 21,477,894 shares of Common Stock issuable
upon the exercise of options and warrants and issuance
of deferred shares. See "Description of Capital Stock --
Warrants and Options."
5
<PAGE>
<TABLE><CAPTION>
Summary Consolidated Financial Data
(In thousands, except per share amounts)
Six Months Ended
Years Ended December 31, June 30,
1992 1993 1994 1994 1995
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:(1)
Total revenues . . . . . . $ 171,843 $ 234,240 $ 313,359 $ 134,036 $169,162
Net revenues . . . . . . . 150,230 204,522 274,120 116,877 146,891
Station operating expenses
excluding depreciation and
amortization . . . . . . 81,707 109,601 143,249 63,863 78,116
---------- ---------- ---------- ---------- ---------
Station operating income
excluding depreciation and
amortization . . . . . . 68,523 94,921 130,871 53,014 68,775
Depreciation and amortization 28,926 38,853 46,606 22,050 24,000
Corporate general and
administrative expenses 4,182 4,836 5,633 2,419 2,667
---------- ---------- ---------- ---------- ---------
Operating income . . . . . 35,415 51,232 78,632 28,545 42,108
Interest expense . . . . . 39,390 36,776 44,689 20,906 23,883
Net earnings (loss) before
extraordinary items (2) (9,432) 14,335 33,213 7,526 17,700
Net earnings (loss) per share
before extraordinary items (2) $(.20) $.23 $.49 $.11 $.26
Cash dividends declared per
common share . . . . . . - - - - -
Weighted average number of
shares outstanding(3)(4) 47,001(5) 62,055 67,139 67,184 67,275
</TABLE>
<TABLE><CAPTION>
December 31, June 30,
1992 1993 1994 1994 1995
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:(1)
Total assets . . . . . . . $ 271,952 $ 378,040 $ 562,153 $ 570,345 $ 597,992
Long-term debt (including
current
portion) . . . . . . . . 380,625 365,062 531,750 544,187 562,000
Stockholders' equity
(deficiency) . . . . . . . (138,734) (24,240) (25,525) (28,858) (20,392)
Working capital . . . . . . 4,656 10,610 28,877 (5,818) 34,565
</TABLE>
(1) The historical consolidated financial results for the
Company are not comparable from year to year because
of the acquisition of various broadcasting properties
by the Company during the periods covered. See
"Business -- Background" and "Management's Discussion
and Analysis of Financial Condition and Results of
Operations."
(2) For the year ended December 31, 1992, the Company
recorded an extraordinary loss of $12,318,000 ($0.26
per share) related to repayment of debt.
(3) See Notes 1(f) and 2 of the Notes to the Company's
Consolidated Financial Statements, appearing in the
Company's Annual Report on Form 10-K for the year
ended December 31, 1994 (the "1994 Form 10-K"),
incorporated herein by reference.
(4) Includes shares of Class C Common Stock issuable upon
the exercise of warrants held by certain merchant
banking partnerships affiliated with Lehman Brothers
Inc. See "Description of Capital Stock -- Warrants
and Options."
(5) Excludes shares of Common Stock issuable upon the
exercise of warrants and options and issuance of
deferred shares.
6
<PAGE>
<TABLE><CAPTION>
Six Months Ended
Years Ended December 31, June 30,
1992 1993 1994 1994 1995
---- ---- ---- ---- -----
(unaudited)
<S> <C> <C> <C> <C> <C>
Financial Ratios and Other Data:(1)
Operating cash flow . . . . . . . . . . $64,341 $90,085 $125,238 $50,595 $66,108
Capital expenditures . . . . . . . . . 1,300 1,901 1,606 674 1,189
Operating cash flow less capital
expenditures . . . . . . . . . . . . . 63,041 88,184 123,632 49,921 64,919
Capital expenditures as a percentage
of operating cash flow . . . . . . . . 2.02% 2.11% 1.28% 1.33% 1.80%
Operating cash flow to interest expense,
net of interest income 1.68x 2.48x 2.81x 2.43x 2.79x
Operating cash flow less capital
expenditures to
interest expense, net of interest income 1.65x 2.43x 2.78x 2.40x 2.74x
</TABLE>
_________________
(1) "Operating cash flow" means operating income plus
depreciation and amortization.
7
<PAGE>
RISK FACTORS
Prospective investors should consider carefully, in addition
to the other information contained in this Prospectus, the
following factors before purchasing the shares of Class A Common
Stock offered hereby.
Control by the Principal Stockholders
Prior to the Offerings, Mel Karmazin, Michael A. Wiener and
Gerald Carrus (the "Principal Stockholders"), together with
certain of their affiliates, owned in the aggregate approximately
57.3% of the combined voting power of all classes of Common Stock
and approximately 68.4% of such combined voting power assuming
the exercise of all outstanding warrants and options and the
issuance of all outstanding deferred shares held by the Principal
Stockholders. Upon completion of the Offerings, the Principal
Stockholders' and their affiliates' aggregate ownership interests
in the Company will permit them to retain approximately 52.7% of
the combined voting power of all three classes of Common Stock
and approximately 64.2% of such combined voting power assuming
the exercise of all outstanding warrants and options and the
issuance of all outstanding deferred shares held by the Principal
Stockholders. Accordingly, the Principal Stockholders will be
able to control the vote on all matters submitted to a vote of
the Company's stockholders, except (i) in the election of
directors, with respect to which the holders of the Class A and
Class C Common Stock each are entitled to elect two of the
Company's nine directors by a class vote, (ii) in connection with
any proposed "going private" transaction between the Company and
any Principal Stockholder, with respect to which each share of
Common Stock is entitled to one vote per share, and (iii) as
otherwise provided by law (see "Description of Capital Stock").
The Principal Stockholders are able to elect five of the
Company's nine directors. Such control by the Principal
Stockholders may have the effect of discouraging certain types of
transactions involving an actual or potential change of control
of the Company, including transactions in which the holders of
Class A Common Stock might otherwise receive a premium for their
shares over then current market prices.
Upon completion of the Offerings, the Principal Stockholders,
together with certain merchant banking partnerships (the "Lehman
Investors") affiliated with Lehman Brothers Inc. ("Lehman
Brothers"), will hold shares of Common Stock having an aggregate
of 32.2% of the voting power with respect to any proposed "going
private" transaction between the Company and any Principal
Stockholder (assuming the exercise of all outstanding options and
warrants held by the Principal Stockholders and the Lehman
Investors and the issuance of all deferred shares as to which
rights have been granted to Mr. Karmazin). However, none of the
Principal Stockholders has a present intention to effect a "going
private" transaction and there is no agreement among any of the
Principal Stockholders and the Lehman Investors as to how they
would vote their shares of Common Stock if any such transaction
were proposed in the future.
The Lehman Investors, as the holders of all the Class C Common
Stock, are entitled to elect two of the Company's nine directors.
See "Description of Capital Stock."
Key Personnel
The Company's business is partially dependent upon the
performance of certain key individuals, including its President
and Chief Executive Officer. The Company has generally entered
into long-term employment agreements with such individuals,
including its President and Chief Executive Officer.
8
<PAGE>
Restriction on Dividends
The Company is currently restricted under its Second Amended
and Restated Credit Agreement, dated as of December 22, 1994 (as
amended, including an amendment dated as of June 23, 1995, the
"Credit Agreement"), and under the terms of the Indenture (the
"Senior Subordinated Indenture") governing the Company's 10 3/8%
Senior Subordinated Notes Due 2002 (the "Senior Subordinated Debt"),
from paying dividends to its stockholders. See "Price Range of
Common Stock and Dividend Policy."
Leverage
As of June 30, 1995, the Company's total long-term debt was
approximately $562 million, consisting of approximately $362
million under the Credit Agreement and $200 million under the
Senior Subordinated Notes. These borrowings currently
bear interest at an average annual rate of approximately 8.1%.
Until the net proceeds from the sale of the shares of Class A
Common Stock offered hereby are applied to finance future
acquisitions of broadcasting properties or for general corporate
purposes, the Company expects to use such net proceeds to reduce
borrowings under the Credit Agreement. The Company anticipates
that the amounts repaid under the Credit Agreement with such
proceeds eventually will be reborrowed in order to finance
future acquisitions of broadcasting properties, subject to the
consent of the lenders under the Credit Agreement to such
acquisitions, and for general corporate purposes. See "Use
of Proceeds." The Company also has registered with the Securities
and Exchange Commission (the "Commission"), pursuant to a shelf
registration statement, $500 million in aggregate principal amount
of its debt securities (the "Debt Securities"). The Company may
issue Debt Securities from time to time, subject, among other
things, to compliance with applicable limitations under the Credit
Agreement. See "The Company -- Recent Developments -- Debt
Registration Statement."
Future Sales of Shares
The Principal Stockholders and the Lehman Investors
beneficially hold 23,453,480 shares of Common Stock, including
16,923,300 shares of Common Stock issuable upon exercise of
warrants and options and issuance of deferred shares. All of
such shares held by the Principal Stockholders and the Lehman
Investors (other than 3,471,352 shares issuable to Mr. Karmazin
upon exercise of options and issuance of deferred shares, which
have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and 100 shares of Class A Common Stock
that were purchased by Mr. Karmazin in a market transaction) are
"restricted" shares as defined in Rule 144 under the Securities
Act ("Rule 144"). All of these "restricted" shares (other than
the shares issuable upon exercise of warrants and options and
issuance of deferred shares to the extent that, under Rule 144,
such shares are not deemed to have been acquired when such
warrants and options and rights to receive deferred shares were
acquired) have been owned beneficially for at least two years by
existing stockholders and, together with the 3,471,352 shares
issuable to Mr. Karmazin upon exercise of options and issuance of
deferred shares and the 100 shares that were purchased by Mr.
Karmazin in a market transaction, may be sold in the market
pursuant to Rule 144, subject to the restrictions of such Rule
with regard to sales by affiliates. The Company and the Principal
Stockholders have each agreed not to effect any public sale or
distribution of any shares of Common Stock, or any securities
convertible into or exchangeable or exercisable for shares of Common
Stock, other than the shares of Common Stock that may be sold by the
Company in the Offerings, for a period of 90 days after the date of
this Prospectus without the consent of the Representatives (as
defined in "Underwriting") of the Underwriters. See "Shares
Eligible for Future Sale."
The Principal Stockholders and the Lehman Investors have
certain rights to require the Company to register all or part of
the shares of Common Stock that they own or may acquire through
exercise of warrants. See "Shares Eligible for Future Sale."
The Company can make no prediction as to the effect, if any,
that sales of shares of Common Stock, or the availability of
shares for future sale, will have on the market price of the
Class A Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock (including shares upon the
9
<PAGE>
exercise of warrants or options) in the public market, or the
perception that such sales could occur, could depress prevailing
market prices for the Class A Common Stock. Such sales may also
make it more difficult for the Company to sell equity securities
or equity-related securities in the future at a time and price
which it deems appropriate.
Regulatory Matters
The radio broadcasting industry is subject to extensive
federal regulation which, among other things, requires approval
by the Federal Communications Commission (the "FCC") of
transfers, assignments and renewals of radio broadcasting
licenses, limits the number of radio broadcasting properties the
Company may acquire and restricts alien ownership of capital
stock of and participation in the affairs of licensees.
Legislation is pending before Congress that would significantly
alter FCC regulations with respect to, among other things, the
number of AM or FM broadcast stations which may be owned or
controlled by one entity. See "The Company -- Recent
Developments." If legislation relaxing radio multiple ownership
rules is not enacted, however, or applicable FCC regulations are
not otherwise revised, current limitations imposed by the FCC on
the number of broadcasting properties the Company can acquire
could limit the Company's ability to grow through acquisitions in
the future. See "The Company -- Company Strategy."
10
<PAGE>
THE COMPANY
General
Infinity Broadcasting Corporation is currently the largest
owner and operator of radio stations in the United States.
Infinity currently owns and operates 27 radio stations serving 13
of the nation's largest radio markets. The Company's principal
executive offices are located at 600 Madison Avenue, New York,
New York 10022, and its telephone number is (212) 750-6400.
The following table sets forth certain information about the
Company's current radio stations:
<TABLE><CAPTION>
Stations
1995 1994 With
Radio Radio Target Rankings In Expiration
Market Market Target Demographics Target Demo- Date of FCC
Station Market Station Format Rank(1) Revenues(2) Demographics Rank(3) graphics(4) Authorization
($ Millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WXRK-FM New York, NY Classic Rock 1 $401.2 Men 25-54 3 40 06/01/98
WZRC-AM New York, NY - (5) 1 401.2 - (5) - (5) 06/01/98
WFAN-AM New York, NY All Sports 1 401.2 Men 25-54 6T 40 06/01/98
KROQ-FM(6) Los Angeles, CA Alternative Rock 2 457.4 Men 18-34 1 41 12/01/97
KRTH-FM Los Angeles, CA Oldies 2 457.4 Persons 25-54 2 44 12/01/97
WJMK-FM/ Chicago, IL Oldies/Talk 3 296.0 Persons 25-54 5T 29 12/01/96
WJJD-AM 12/01/96
WUSN-FM Chicago, IL Country 3 296.0 Persons 25-54 5T 29 12/01/96
KOME- San Alternative 4/30(8) 187.0/ Men 18-34 6/2 51/15 12/01/97
FM(7) Francisco/ Rock 35.9
San Jose, CA
WYSP-FM Philadelphia, PA Classic Rock 5 168.1 Men 25-54 2 25 08/01/98
WIP-AM Philadelphia, PA All Sports 5 168.1 Men 25-54 3 25 08/01/98
WOMC-FM Detroit, MI Oldies 6 153.0 Persons 25-54 6 28 10/01/96
WXYT-AM Detroit, MI News/Talk 6 153.0 Persons 25-54 13 28 10/01/96
KVIL-FM/ Dallas/ Adult 7 180.0 Women 25-54 1 34 08/01/97
KDMM- Ft. Worth, TX Contemporary/
AM(9) Nostalgia 08/01/97
KLUV-FM Dallas/ Oldies 7 180.0 Persons 25-54 6T 33 08/01/97
Ft. Worth, TX
WJFK- Washington, DC Personality 8 182.2 Men 25-54 1 30 10/01/95
FM(10)
WPGC-FM/ Washington, DC Contemporary/ 8 182.2 Persons 18-34 1 29 10/01/95
AM(11) Urban
Contemporary
KXYZ- Houston, TX Spanish 9 161.2 Persons 18-49 - - 08/01/97
AM(12) Language
WBCN-FM Boston, MA Album-Oriented 10 153.8 Men 18-34 1 28 04/01/98
Rock
WZLX-FM Boston, MA Classic Rock 10 153.8 Men 25-54 1 28 04/01/98
WZGC-FM Atlanta, GA Classic Rock 12 149.6 Men 25-54 4 18 04/01/96
WLIF-FM Baltimore, MD Adult 18 70.1 Women 25-54 1 20 10/01/95
Contemporary
WJFK-AM Baltimore, MD Personality 18 70.1 Men 25-54 10 21 10/01/95
WQYK-FM/ Tampa/St. Country/Talk 21 73.0 Persons 25-54 1T 25 02/01/96
AM(13) Petersburg, FL
</TABLE>
(notes to this table appear on the following page)
11
<PAGE>
(footnotes to table on preceding page)
<TABLE><CAPTION>
<S> <C>
(1) Markets ranked by 1995 Arbitron metropolitan area population.
(2) Radio advertising revenues according to Duncan's Radio Market Guide (1995 ed.).
(3) Target demographics rank by Spring 1995 Arbitron Radio Market Reports.
(4) Number of stations in each market with rankings in the Company's target demographics for such
market, based on the Spring 1995 Arbitron Radio Market Reports.
(5) Effective July 7, 1995, the Company entered into a Time Brokerage and Option Agreement with Radio
Korea New York, Inc. ("RKNY"), pursuant to which the Company will make substantially all of the
programming time on WZRC-AM available to RKNY for its Korean language programming for a period of
one year.
(6) KROQ-FM is licensed to the community of Pasadena, California.
(7) KOME-FM is licensed to the community of San Jose, California.
(8) San Francisco and San Jose have radio market ranks of 4 and 30, respectively, and KOME-FM's rankings
within target demographics in those markets are 6 and 2, respectively.
(9) KVIL-FM is licensed to the community of Highland Park-Dallas, Texas. KDMM-AM is licensed to the
community of Highland Park, Texas.
(10) WJFK-FM is licensed to the community of Manassas, Virginia.
(11) WPGC-FM/AM are licensed to the community of Morningside, Maryland.
(12) Not included in Arbitron rankings because the Company does not subscribe to the Arbitron
rankings in Houston.
(13) WQYK-FM is licensed to the community of St. Petersburg, Florida, and WQYK-AM is licensed
to the community of Seffner, Florida.
</TABLE>
The Company currently holds 5,000,000 shares of common stock
of Westwood One (which represented approximately 15.8% of the
issued and outstanding capital stock of Westwood One as of June
30, 1995) and warrants to purchase an additional 3,500,000 and
500,000 shares of such common stock at an exercise price of $3.00
and $4.00 per share, respectively, subject in part to certain
vesting requirements. The Company also manages Westwood One
pursuant to a management agreement that provides for, among other
things, the grant of additional warrants to acquire up to 500,000
shares of Westwood One common stock at an exercise price of $5.00
per share if certain targets are met. For further information,
see "Business -- Recent Developments" in the 1994 Form 10-K, which
is incorporated herein by reference.
Company Strategy
The Company's overall strategy is to own and operate radio
stations in the nation's largest radio revenue markets. The
Company believes that its presence in large markets makes it
attractive to advertisers and that the overall diversity of its
stations reduces its dependence on any single station, local
economy or advertiser. The Company also believes that by serving
major markets, it is able to attract more highly skilled
management, employees and on-air talent.
In developing its stations, the Company takes a variety of
actions to improve a station's operating cash flow, including
instituting strict financial reporting requirements and cost
controls, directing promotional activities, developing
programming to improve the station's appeal to a targeted
audience group and enhancing advertising sales efforts. In
particular, the Company emphasizes increasing local advertising
revenues in order to reduce dependence on national advertising
revenues. During the year ended December 31, 1994, the Company
generated approximately 73% of its total revenues from local and
regional advertising.
In operating its stations, the Company concentrates on the
development of strong decentralized local management, which is
responsible for the day-to-day operations of the station. Local
management, in cooperation with corporate management, is
responsible for developing programming. Corporate management is
responsible for long-range planning, establishing policies and
procedures, maximizing cost savings where centralized purchasing
is appropriate, resource allocation and maintaining overall
control of the stations.
The overall mix of a station's programming is designed to fit
each station's specific format and serve its local community.
The Company's overall programming strategy includes acquiring
significant on-air talent and sports franchises for its radio
stations. The Company believes that this strategy, in addition
12
<PAGE>
to developing loyal audiences for its radio stations, enables the
Company to obtain additional revenues, including revenues from
syndicating such programming franchises to other radio stations.
In addition to its regular programming, all of the Company's
stations provide non-entertainment programming, such as news and
public affairs broadcasts.
The Company expects to continue to acquire radio stations with
strong growth potential in the Company's current markets, subject
to the Communications Act of 1934, as amended (the
"Communications Act"), and FCC rules, which currently impose
certain limits on the maximum number of radio stations the
Company can own nationwide and the number of stations the Company
can own in the same geographic market. Because the Company has
historically grown in part through the acquisition of
broadcasting properties, limitations imposed by the FCC on the
number of broadcasting properties the Company can acquire could
limit the Company's ability to grow through acquisitions in the
future. For a discussion of certain pending federal legislation
that would significantly alter the FCC's radio multiple ownership
rules, see "-- Recent Developments -- Telecommunications Bills."
See also "Business -- General -- Federal Regulation of Radio
Broadcasting -- Ownership Matters" in the 1994 Form l0-K (which is
incorporated herein by reference). The Company has no present
agreements or arrangements to acquire or sell any radio stations.
The Company's affiliation with Westwood One enables the
Company to expand its presence in the radio program distribution
business while simultaneously enhancing the programming lineups
of Westwood One.
Recent Developments
Telecommunications Bills
Both the Senate and the House of Representatives of the U.S.
Congress have reported out separate bills (S.652 and H.R. 1555)
which, among other things, contain provisions affecting multiple
ownership of radio stations and broadcast license renewal
procedures. The Senate bill would require the FCC to modify its
rules to eliminate all regulations limiting the number of AM or
FM broadcast stations which may be owned or controlled by one
entity either nationally or in a particular market. However, the
Senate bill would give the FCC authority to refuse to approve the
transfer or issuance of any AM or FM broadcast license to a
particular entity if the FCC determined that, by virtue of the
acquisition, the entity would thereby obtain an undue
concentration of control or competition would be harmed. The
Senate bill also would extend broadcast license renewal terms for
radio stations from the present term of seven years to ten years,
and would implement a "two step" renewal process that would
eliminate a challenger's right to file a competing application
for an incumbent's frequency at the end of a renewal term. New
applications would only be entertained upon FCC denial of the
incumbent's application for renewal due to failure to serve the
public interest or if the incumbent licensee had engaged in
serious violations of the Communications Act or FCC regulations.
The incumbent's license could not be denied until after it was
afforded notice and an opportunity for hearing. The House of
Representatives bill, with respect to radio multiple ownership,
eliminates all restrictions, both nationally and within any
particular geographical area. The House bill maintains renewal
terms at seven years, and includes the identical "two-step"
renewal language of the Senate bill. The bills are scheduled to
be reconciled in conference during the Fall of 1995. However,
there can be no assurance that final legislation will be enacted
or what form any such ultimate legislation will take.
FCC Settlement; Assignment Applications
The 1994 Form 10-K contains a description of then pending FCC
proceedings relating to the broadcast of allegedly indecent
material by certain of the Company's stations (see "Business --
General
13
<PAGE>
-- Federal Regulation of Radio Broadcasting -- Programming and
Operation" in the 1994 Form 10-K). On September 1, 1995, the
Company, the FCC and the Department of Justice entered into a
Settlement Agreement which vacates or dismisses those proceedings
as well as all pending complaints against the Company's stations
relating to indecency, and expunges all of those proceedings and
complaints from the Company's FCC records. Without any admission
of guilt, liability or wrongdoing, the Company has agreed to make
two voluntary contributions to the United States Treasury
totaling $1.715 million. On September 5, 1995, the FCC released
an Order implementing the terms of the Settlement Agreement. The
Order is subject to the filing of petitions for reconsideration
or judicial review by third parties.
The 1994 Form 10-K also provides information with respect to a
Formal Petition to Deny filed by Americans for Responsible
Television ("ART") against the Company's application to purchase
radio station KRTH-FM in Los Angeles (see "Business -- General --
Federal Regulation of Radio Broadcasting -- Programming and
Operation" in the 1994 Form 10-K). On February 1, 1994, the FCC
dismissed ART's Petition to Deny and granted the KRTH-FM
assignment application. On August 25, 1995, the FCC released an
Order denying a petition for reconsideration filed by ART. The
KRTH-FM grant will become final on September 25, 1995 in the
absence of any further submissions with respect to that
application.
The same section of the 1994 Form 10-K referenced in the
preceding paragraph also provides information with respect to the
filing of a Petition to Deny by ART against the Company's
application to acquire Station KLUV-FM in Dallas/Ft. Worth,
Texas. The FCC subsequently dismissed ART's Petition and granted
the KLUV-FM assignment application. The FCC's grant has since
become final.
Debt Registration Statement
The Company has registered with the Commission, pursuant to a
shelf registration statement, $500 million in aggregate principal
amount of Debt Securities. The Company may issue Debt Securities
from time to time. The Credit Agreement currently prohibits the
incurrence of additional indebtedness by the Company other than
(a) under the Credit Agreement, or (b) subject to certain
limitations, (i) to repay or prepay existing indebtedness under
the Credit Agreement or existing senior subordinated indebtedness
of the Company, or (ii) in an aggregate principal amount not
exceeding $35 million at any one time outstanding. Pursuant to
the amendment to the Credit Agreement dated as of June 23, 1995,
subject to certain limitations, to the extent that the net
proceeds from sales of Debt Securities are received by the
Company prior to December 31, 1995, up to $200 million of the
amounts repaid under the Credit Agreement may be reborrowed,
subject under certain circumstances to the consent of the lenders
under the Credit Agreement, for general corporate purposes,
including for working capital, capital expenditures, investments
in or loans to subsidiaries, refinancing of debt, future
acquisitions and restricted payments, including repurchases of
Class A Common Stock.
14
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the shares of
Class A Common Stock offered hereby are estimated to be
approximately $ million (or approximately $
million if the applicable Underwriters' over-allotment
options are exercised in full). The Company expects that such
net proceeds will be used to finance future acquisitions of
broadcasting properties and for general corporate purposes. The
amount of the proceeds that may be applied to finance any such
future acquisitions is dependent upon, among other things, the
property or properties to be acquired. The Company reviews
potential acquisition opportunities on an ongoing basis, and
periodically engages in discussions with acquisition candidates.
While the Company is currently engaged in such discussions, it has
not entered into any definitive agreements with respect to the
acquisition of any broadcasting properties.
Until the net proceeds from the sale of the shares of Class A
Common Stock offered hereby are applied as described above, the
Company expects to use such net proceeds to reduce borrowings
under the acquisition and working capital facilities of the
Credit Agreement. Such borrowings currently bear interest at an
average annual rate of approximately 6.8%, and have a final
maturity of the unpaid principal amount thereof in June 2003. A
total of approximately $362 million in borrowings was outstanding
under the Credit Agreement at June 30, 1995. The Company
anticipates that the amounts repaid under the Credit Agreement
with such proceeds eventually will be reborrowed in order to
finance future acquisitions of broadcasting properties, subject
to the consent of the lenders under the Credit Agreement to such
acquisitions, and for general corporate purposes.
15
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Class A Common Stock has been quoted on the New York Stock
Exchange under the symbol "INF" since June 22, 1995. Prior to
such date, the Class A Common Stock was quoted on the NASDAQ
National Market System under the symbol "INFTA." The following
table sets forth, for the calendar quarters indicated, the high
and low sales prices in dollars per share of the Class A Common
Stock on the New York Stock Exchange or on the NASDAQ National
Market System, as applicable, as reported in published financial
sources.
<TABLE><CAPTION>
Fiscal Year High Low
----------- ---- ---
<S> <C> <C>
1993:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.26 $ 6.81
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 12.45 9.04
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.45 13.55
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 23.78 16.50
1994:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22.50 $ 16.67
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 18.67 13.50
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.00 16.00
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 21.17 18.33
1995:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . $ 28.67 $ 20.17
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 37.50 25.83
Third Quarter (through September 12, 1995) . . . . . . . . . . . . 37.63 31.63
</TABLE>
As of June 30, 1995, there were approximately 6,500 holders
of Class A Common Stock, eight holders of record of the Class B
Common Stock and four holders of record of the Class C Common
Stock.
The closing sale price for the Class A Common Stock as of
September 14, 1995, as reported in published financial sources,
is set forth on the cover page of this Prospectus. There is no
public trading market for the Class B Common Stock or the Class C
Common Stock.
The Company has never paid dividends on shares of Common
Stock. The Company intends to retain future earnings for use in
its business and does not anticipate paying any dividends on
shares of Common Stock in the foreseeable future. The Company is
restricted by the Credit Agreement from paying dividends on the
Common Stock unless certain amounts are available and certain
other conditions are satisfied. In addition, under the terms of
the Senior Subordinated Indenture, the Company may only pay
dividends if a specific financial test is met. See "Description
of Capital Stock -- Common Stock -- Dividends."
16
<PAGE>
CAPITALIZATION
The following table sets forth the actual capitalization of
the Company at June 30, 1995 and as adjusted to reflect the
issuance of the shares of Class A Common Stock offered hereby.
<TABLE><CAPTION>
June 30, 1995
Actual As Adjusted
(In thousands)
(unaudited)
<S> <C> <C>
Long-term debt: (1)
Credit Agreement (2) . . . . . . . . . . . . . . . . $ 362,000
10 3/8% Senior Subordinated Notes Due 2002 . . . . . 200,000
---------- -----------
Total long-term debt . . . . . . . . . . . . . . 562,000
Stockholders' equity (deficiency): (3)
Preferred Stock, $.01 par value; 1,000,000 shares
authorized; no shares issued and outstanding . . . . -
Class A Common Stock, $.002 par value; 200,000,000
shares authorized (4); 43,549,202 shares issued 87
Class B Common Stock, $.002 par value; 17,500,000
shares authorized; 5,550,031 shares issued and
outstanding . . . . . . . . . . . . . . . . . . 11
Class C Common Stock, $.002 par value; 30,000,000
shares authorized; 744,171 shares issued and
outstanding . . . . . . . . . . . . . . . . . . 1
Additional paid-in capital . . . . . . . . . . . . . 260,592
Retained earnings (accumulated deficit) . . . . . . . (233,141)
Less 2,430,045 shares of treasury stock at cost . . . (47,942)
----------- -----------
Total stockholders' equity (deficiency) . . . . (20,392)
----------- -----------
Total capitalization . . . . . . . . . . . . . . $ 541,608 $
========== ===========
</TABLE>
---------------------------------------------
(1) For information concerning the Company's long-term debt,
see the Notes to the Company's Consolidated Financial
Statements (included in the 1994 Form 10-K incorporated
herein by reference).
(2) Until the net proceeds from the sale of the shares of
Class A Common Stock offered hereby are applied to finance
future acquisitions of broadcasting properties or for
general corporate purposes, the Company intends to use
such net proceeds to reduce borrowings under the Credit
Agreement.
(3) Excludes shares of Class A Common Stock issuable upon
future conversions of shares of Class B or Class C Common
Stock and any future exercise of stock options or warrants
or issuance of deferred shares.
(4) The Company's authorized shares were increased from
75,000,000 to 200,000,000 on August 8, 1995.
17
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The summary consolidated financial information for the
Company presented below under the captions "Statement of
Operations Data" and "Balance Sheet Data" for, and as of the end
of, each of the years in the three-year period ended December 31,
1994, is derived from the Company's Consolidated Financial
Statements, which financial statements have been audited by KPMG
Peat Marwick LLP, independent certified public accountants. The
Company's Consolidated Financial Statements as of December 31,
1993 and 1994 and for each of the years in the three-year period
ended December 31, 1994, and the report thereon, have been
incorporated herein by reference. This summary consolidated
financial information should be read in conjunction with the
Company's Consolidated Financial Statements and the Notes
thereto, included in the 1994 Form 10-K incorporated herein by
reference, and with "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The historical
consolidated financial results for the Company are not comparable
from year to year because of the acquisition of various
broadcasting properties by the Company during the periods
covered.
The summary consolidated financial information for the
Company presented below under the captions "Statement of
Operations Data" and "Balance Sheet Data" for the six-month
periods ended June 30, 1994 and 1995 and as of June 30, 1994 and
1995, is derived from the Company's unaudited Consolidated
Financial Statements, included in the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1995 (as amended, the
"June 30 Form 10-Q") incorporated herein by reference. Such
unaudited Consolidated Financial Statements include all
adjustments management considers necessary for a fair
presentation of the data for such periods. The historical
financial results for the Company for the six months ended June
30, 1995 are not necessarily indicative of results to be expected
for the full year. This unaudited summary consolidated financial
information should be read in conjunction with the Company's
unaudited Consolidated Financial Statements and the Notes
thereto, included in the June 30 Form 10-Q incorporated herein by
reference, and with "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
18
<PAGE>
<TABLE><CAPTION>
INFINITY BROADCASTING CORPORATION
(In thousands, except per share amounts)
Six Months Ended
Years Ended December 31, June 30,
1992 1993 1994 1994 1995
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
(1)
Total revenues . . . . . . $171,843 $234,240 $313,359 $134,036 $ 169,162
Net revenues . . . . . . . 150,230 204,522 274,120 116,877 146,891
Station operating expenses
excluding depreciation and
amortization . . . . . . 81,707 109,601 143,249 63,863 78,116
Station operating income
excluding depreciation and
amortization . . . . . . 68,523 94,921 130,871 53,014 68,775
Depreciation and amortization 28,926 38,853 46,606 22,050 24,000
Corporate general and
administrative expenses 4,182 4,836 5,633 2,419 2 ,667
Operating income . . . . . 35,415 51,232 78,632 28,545 42,108
Interest expense . . . . . 39,390 36,776 44,689 20,906 23,883
Net earnings (loss) before
extraordinary items (2) (9,432) 14,335 33,213 7,526 17,700
Net earnings (loss) per share
before extraordinary items
(2) . . . . . . . . . . $(.20) $.23 $.49 $.11 $.26
Cash dividends declared per
common share . . . . . . - - - - -
Weighted average number of
shares outstanding (3)(4)
47,001(5) 62,055 67,139 67,184 67,275
</TABLE>
<TABLE><CAPTION>
December 31, June 30,
1992 1993 1994 1994 1995
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data: (1)
Total assets . . . . . . . $271,952 $378,040 $562,153 $570,345 $ 597,992
Long-term debt (including
current portion) . . . . . 380,625 365,062 531,750 544,187 562,000
Stockholders' equity
(deficiency) . . . . . . . (138,734) (24,240) (25,525) (28,858) (20,392)
Working capital . . . . . . 4,656 10,610 28,877 (5,818) 34,565
</TABLE>
(1) The historical consolidated financial results for the
Company are not comparable from year to year because of
the acquisition of various broadcasting properties by
the Company during the periods covered. See "Business
-- Background" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
(2) For the year ended December 31, 1992, the Company
recorded an extraordinary loss of $12,318,000 ($0.26
per share) related to repayment of debt.
(3) See Notes 1(f) and 2 of the Notes to the Company's
Consolidated Financial Statements, appearing in the
1994 Form 10-K, incorporated herein by reference.
(4) Includes shares of Class C Common Stock issuable upon
the exercise of warrants held by the Lehman Investors.
(5) Excludes shares of Common Stock issuable upon the
exercise of warrants and options and issuance of
deferred shares.
19
<PAGE>
<TABLE><CAPTION>
Six Months Ended
Years Ended December 31, June 30,
1992 1993 1994 1994 1995
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Financial Ratios and Other Data: (1)
Operating cash flow . . . . . . . . . . $64,341 $90,085 $125,238 $50,595 $66,108
Capital expenditures . . . . . . . . . 1,300 1,901 1,606 674 1,189
Operating cash flow less capital
expenditures . . . . . . . . . . . . . 63,041 88,184 123,632 49,921 64,919
Capital expenditures as a percentage
of operating cash flow . . . . . . . . 2.02% 2.11% 1.28% 1.33% 1.80%
Operating cash flow to interest expense,
net of interest income . . . . . . . . 1.68x 2.48x 2.81x 2.43x 2.79x
Operating cash flow less capital
expenditures to interest expense, net of
interest income . . . . . . . . . . . . 1.65x 2.43x 2.78x 2.40x 2.74x
</TABLE>
(1) "Operating cash flow" means operating income plus
depreciation and amortization.
20
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Six Months Ended June 30, 1995 Compared to Six Months Ended June
30, 1994
Net revenues for the six months ended June 30, 1995 were
$146,891,000 as compared to $116,877,000 for the first six months
of 1994, an increase of approximately 26%. The increase was due
principally to higher advertising revenues at most of the
Company's stations, and the acquisitions of the radio stations
KRTH-FM (Los Angeles), WPGC-AM/FM (Washington, D.C.), WXYT-AM
(Detroit), and KLUV-FM (Dallas/Ft. Worth). On a pro forma basis,
assuming the above acquisitions had occurred as of the beginning
of 1994, net revenues for the first six months of 1995 would have
increased by approximately 13%.
Station operating expenses excluding depreciation and
amortization for the six months ended June 30, 1995 were
$78,116,000 as compared to $63,863,000 for the first six months
of 1994, an increase of approximately 22%. The increase was
principally due to the above acquisitions, 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 1994, station operating expenses for the first
six months of 1995 would have increased by approximately 10%.
Depreciation and amortization expense for the first six months
of 1995 was $24,000,000 as compared to $22,050,000 for the first
six months of 1994, an increase of approximately $1,950,000 or
9%. The increase was due to the depreciation and amortization
expense associated with the above acquisitions.
Operating income for the first six months of 1995 was
$42,108,000 as compared to $28,545,000 for the first six months
of 1994, an increase of approximately 48%. 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 six months of 1995 was $23,722,000
as compared to $20,817,000 for the first six months of 1994, an
increase of approximately 14%. The increase was due principally
to additional interest expense associated with the additional
borrowings incurred to finance the above acquisitions.
Net income for the first six months of 1995 was $17,700,000
($0.26 per share) as compared to $7,526,000 ($0.11 per share) for
the first six months of 1994, an increase of approximately
$10,174,000, or 135%.
Year Ended December 31, 1994 Compared to Year Ended December 31,
1993
Net revenues for the year ended December 31, 1994 were
$274,120,000 as compared to $204,522,000 for the year ended
December 31, 1993, an increase of approximately 34%. The
increase was due principally to higher advertising revenues at
most of the Company's stations and the acquisitions of radio
stations KRTH-FM, WPGC-AM/FM and WXYT-AM. On a pro forma basis,
assuming the above acquisitions had occurred as of the beginning
of 1993, net revenues for the year ended December 31, 1994 would
have increased by approximately 14%.
Station operating expenses (excluding depreciation and
amortization) for the year ended December 31, 1994 were
$143,249,000 as compared to $109,601,000 for the year ended
December 31, 1993, an increase of approximately 31%. The
increase was due principally to the above acquisitions, expenses
associated with higher revenues and higher programming expenses.
On a pro forma basis,
21
<PAGE>
assuming the above acquisitions had occurred as of the beginning
of 1993, station operating expenses in 1994 would have increased
by approximately 11%.
Depreciation and amortization expense for the year ended
December 31, 1994 was $46,606,000 as compared to $38,853,000 for
the year ended December 31, 1993, an increase of approximately
$7,753,000 or 20%. The increase was due to depreciation and
amortization expense associated with the above acquisitions.
Operating income for the year ended December 31, 1994 was
$78,632,000, as compared to $51,232,000 for the year ended
December 31, 1993, an increase of approximately 53%. 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 year ended December 31, 1994 was
$44,529,000 as compared to $36,291,000 for the year ended
December 31, 1993, an increase of approximately 23%. The
increase was due principally to additional borrowings in
connection with the above acquisitions as well as higher interest
rates during 1994.
Income taxes, principally state and local income taxes, for
the year ended December 31, 1994 were $890,000 as compared to
$606,000 for the year ended December 31, 1993, an increase of
$284,000. No federal income taxes have been provided as a result
of available tax loss carry forwards.
Net earnings for the year ended December 31, 1994 was
$33,213,000 ($0.49 per share) as compared to $14,335,000 ($0.23
per share) for the year ended December 31, 1993, an increase of
approximately $18,878,000 or 132%.
Year Ended December 31, 1993 Compared to Year Ended December 31,
1992
Net revenues for the year ended December 31, 1993 were
$204,522,000 as compared to $150,230,000 for the year ended
December 31, 1992, an increase of approximately 36%. The
increase was due principally to higher advertising revenues at
most of the Company's stations and the acquisitions of radio
stations WIP-AM (Philadelphia) on September 1, 1993 and the WZGC-
FM (Atlanta), WZLX-FM (Boston) and WUSN-FM (Chicago) on February
1, 1993, and the acquisition of WFAN-AM (New York) effective
April 16, 1992. On a pro forma basis, assuming the above
acquisitions had occurred as of the beginning of 1992, net
revenues for the year ended December 31, 1993 would have
increased by approximately 14%.
Station operating expenses (excluding depreciation and
amortization) for the year ended December 31, 1993 were
$109,601,000 as compared to $81,707,000 for the year ended
December 31, 1992, an increase of approximately 34%. The
increase was due principally to the above acquisitions, 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 1992, station operating expenses
in 1993 would have increased by approximately 12%.
Depreciation and amortization expense for the year ended
December 31, 1993 was $38,853,000 as compared to $28,926,000 for
the year ended December 31, 1992, an increase of approximately
$9,927,000 or 34%. The increase was due to 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 year ended December 31, 1993 was
$51,232,000, as compared to $35,415,000 for the year ended
December 31, 1992, an increase of approximately 45%. The
increase was due principally to improved results at the Company's
radio stations.
22
<PAGE>
Net financing expense (defined as interest expense less
interest income) for the year ended December 31, 1993 was
$36,291,000 as compared to $38,238,000 for the year ended
December 31, 1992, a decrease of approximately 5%. The decrease
was due principally to lower interest rates during 1993.
Net earnings before extraordinary items for the year ended
December 31, 1993 was $14,335,000 ($0.23 per share) as compared
to a net loss of $9,432,000 ($0.20 per share) for the year ended
December 31, 1992, an increase of approximately $23,767,000. As
a result of the sale of shares of Class A Common Stock in
February 1992 through an initial public offering, the Company
recorded in 1992 a non-recurring charge of approximately
$6,503,000, resulting from the issuance in 1990 of Common Stock
to management.
In 1992, the Company recorded extraordinary charges of
approximately $12,318,000, including the write-off of deferred
financing costs of approximately $7,416,000 as a result of (a)
the redemption of all of the remaining approximately $98,000,000
principal amount of the Company's 14.25% Subordinated Discount
Debentures, and (b) the refinancing of the Company's then
existing bank credit agreement.
Liquidity and Capital Resources
For the first six months of 1995, net cash flow from operating
activities was approximately $38,068,000, as compared to
$32,617,000 for the first six months of 1994, an increase of
approximately $5,451,000. The increase was principally due to
higher net income. The operating cash flow was used principally
to repay debt (approximately $20 million) and purchase
approximately 473,000 shares of treasury stock (approximately
$13.1 million). During the first six months of 1995, the Company
also borrowed approximately $50 million under the Credit
Agreement to finance the purchase of radio station KLUV-FM in
Dallas/Ft. Worth.
For the year ended December 31, 1994, net cash flow from
operating activities was approximately $73,944,000 as compared to
$42,781,000 for the year ended December 31, 1993, an increase of
approximately $31,163,000, or 73%. The increase was principally
due to higher earnings in 1994, partially offset by higher
working capital requirements. During 1994, the Company borrowed
approximately $200 million under its then existing credit
agreement to finance the acquisition and working capital of radio
stations KRTH-FM, WPGC-AM/FM and WXYT-AM. The net cash flow from
operating activities of approximately $73.9 million was used
principally to repay debt and purchase treasury stock.
The Company's primary needs for capital are to make
acquisitions of radio stations and to cover interest payments on
its indebtedness. The Company's radio stations do not typically
require substantial capital expenditures. The Company expects
its operations to generate sufficient cash to meet its capital
expenditure and debt service requirements.
On December 22, 1994, the Company and its subsidiaries amended
and restated the Credit Agreement, which provides for aggregate
borrowings of up to $700 million, including an acquisition
facility of $250 million. Approximately $332 million of
borrowings under the Credit Agreement were used to refinance the
Company's existing debt. Pursuant to an amendment to the Credit
Agreement dated as of June 23, 1995, the Company's term loans
were converted into a reducing revolving credit facility, under
which amounts may be repaid and reborrowed from time to time.
The lenders' commitments under this reducing revolving credit
facility will periodically be permanently reduced in accordance
with the mandatory prepayment schedule that previously was
applicable to the term loans. As of June 30, 1995, $138 million
was available under the Credit Agreement for general corporate
purposes, including investments and repurchases of Class A Common
Stock, and $200 million was available for acquisitions of radio
stations.
23
<PAGE>
The Credit Agreement contains various covenants and
restrictions that impose certain limitations on the Company and
its subsidiaries, including, among others, limitations on the
incurrence of additional indebtedness by the Company or its
subsidiaries, the payment of cash dividends or other
distributions, the redemption or repurchase of the capital stock
of the Company, the making of investments and acquisitions and
other similar limitations.
Under the terms of a Security Agreement among the Company, its
subsidiaries, and one of the Company's lenders acting as
collateral agent, substantially all of the assets of the Company
and its subsidiaries, as well as the stock of the Company's
subsidiaries, are pledged to secure borrowings under the Credit
Agreement.
The Company has registered with the Commission, pursuant to
a shelf registration statement, $500 million in aggregate
principal amount of Debt Securities. The Company may issue Debt
Securities from time to time, subject, among other things, to
compliance with applicable limitations under the Credit Agreement.
See "The Company -- Recent Developments -- Debt Registration
Statement."
The Company expects that the net proceeds from the Offerings
will be used to finance future acquisitions of broadcasting
properties and for general corporate purposes. Pending such
application, the Company expects to use such net proceeds to
reduce borrowings under the acquisition and working capital
facilities of the Credit Agreement. The Company anticipates that
the amounts repaid with such net proceeds eventually will be
borrowed in order to finance such future acquisitions, subject to
the consent of the lenders under the Credit Agreement to such
acquisitions, and for general corporate purposes. See "Use of
Proceeds."
24
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the
beneficial ownership of the Common Stock as of September 1, 1995
(as adjusted to give effect to the sale of shares of Class A
Common Stock in the Offerings), by (1) each person known to the
Company to own beneficially more than 5% of any class of Common
Stock, (2) each 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 Common Stock Class B Common Stock Class C Common Stock
Percent Percent Percent of
of of Percent Total
Shares Class Shares Class ** Shares of Voting
Name (1) (1) (1) (1) (1) Class (1) Power (1)
<S> <C> <C> <C> <C> <C> <C> <C>
Gerald Carrus (2) . . . -- -- 2,749,518 30.8% -- -- 26.0%
Michael A. Wiener (2) . -- -- 2,389,708 (3) 26.7% -- -- 22.6%
Mel Karmazin (2) . . . 368,850 (4) * 3,797,944 (5) 42.5% -- -- 27.4%
Farid Suleman (2) . . . 236,462 (6) * -- -- -- *
Steven A. Lerman . . . -- -- -- -- -- -- --
Alan R. Batkin . . . . 23,624 (7) * -- -- -- -- *
Jeffrey Sherman . . . . 3,000 (8) -- -- -- -- -- --
James L. Singelton . . -- -- -- -- -- -- --
James A. Stern . . . . -- -- -- -- -- -- --
Lehman Investors (9) . -- -- -- -- 14,147,460 (10) 100% 11.9%
The Putnam Advisory
Company, Inc. (11) . 710,363 1.4% -- -- -- -- *
Putnam Investment
Management, Inc. (11) 5,294,536 10.7% -- -- -- -- 5.0%
College Retirement
Equities
Fund (12) . . . . . 2,868,975 5.8% -- -- -- -- 2.7%
Nicholas-Applegate
Capital
Management(13) . . 2,588,483 5.2% 2.4%
All directors and
executive officers as
a group (9 persons) 631,936 1.3% 8,937,170 100.0% 64.3%
</TABLE>
* Less than 1%
** Assumes the exercise of all options and deferred shares for
the purchase of Class B Common Stock beneficially owned. Such
percentages for Messrs. Carrus and Wiener would be 49.5% and
43.1%, respectively, assuming such options and deferred shares
are not exercised.
<TABLE>
<S> <C>
(1) The information as to beneficial ownership is based on information filed with the Commission or
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
September 1, 1995, except that "beneficial ownership" does not include the number of shares of
Class A Common Stock issuable upon conversion of Class B Common Stock or Class C Common Stock, even
though shares of Class B Common Stock and Class C Common Stock are freely convertible into Class A
Common Stock.
(2) The address of each person is Infinity Broadcasting Corporation, 600 Madison Avenue, New York, New
York 10022.
(footnotes continued on following page)
</TABLE>
25
<PAGE>
<TABLE><CAPTION>
(footnotes continued from preceding page)
<S> <C>
(3) Includes 2,224,707 shares as to which Mr. Wiener has sole voting and investment power.
(4) Includes options and warrants exercisable for 132,872 shares of Class A Common Stock.
(5) Includes options and deferred shares exercisable for 3,387,139 shares of Class B Common Stock.
(6) Includes options exercisable for 188,250 shares of Class A Common Stock.
(7) Includes options exercisable for 20,250 shares of Class A Common Stock, 1,687 shares as to which
Mr. Batkin has sole voting and investment power and 1,687 shares as to which Mr. Batkin has shared
voting and investment power.
(8) Includes options exercisable for 3,000 shares of Class A Common Stock.
(9) The general partners of the limited partnerships included in the Lehman Investors 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.
(10) Includes warrants exercisable for 13,403,289 shares of Class C Common Stock.
(11) Includes Class A Common Stock beneficially owned by the Putnam Advisory Committee, 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 shares
of Class A Common Stock 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 shares of Class A
Common Stock beneficially owned by PIM, all are owned with shared dispositive power. M&MC
disclaims beneficial ownership of all shares of Class A Common Stock 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.
(12) Includes Class A Common Stock beneficially owned by College Retirement Equities Fund ("CREF")
as reported to the Company in June, 1995. The address of CREF is 730 Third Avenue, New York,
New York 10017.
(13) Of the 2,588,483 shares of Class A Common Stock beneficially owned by Nicholas-Applegate
Capital Management ("Nicholas-Applegate"), all of such shares are owned with sole dispositive
power and 2,052,478 shares are owned with sole voting power. Nicholas-Applegate does not have
any voting power with respect to 536,005 of such shares. The address of Nicholas-Applegate is
600 West Broadway, Floor 29, San Diego, California 92101.
</TABLE>
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 200,000,000
shares of Class A Common Stock, $.002 par value, 40,998,405 of
which were issued and outstanding at September 1, 1995;
17,500,000 shares of Class B Common Stock, $.002 par value,
5,550,031 of which were issued and outstanding at September 1,
1995; 30,000,000 shares of Class C Common Stock, $.002 par value,
744,171 of which were issued and outstanding at September 1,
1995; and 1,000,000 shares of Preferred Stock, $.01 par value,
none of which was issued or outstanding at such date. Upon
completion of the Offerings, the Company will have outstanding
49,498,405 shares of Class A Common Stock, 5,550,031 shares of
Class B Common Stock and 744,171 shares of Class C Common Stock.
In addition, the Company will have reserved for issuance (i)
23,084,630 shares of Class A Common Stock upon the conversion of
Class B or Class C Common Stock, (ii) an aggregate of 48,659
shares of Class A Common Stock upon the exercise of warrants
exercisable for Class A Common Stock, (iii) 6,190,337 shares of
Class A Common Stock and 1,181,250 shares of Class B Common Stock
under the Company's Stock Option Plan, (iv) 263,250 shares of
Class A Common Stock and 281,253 shares of Class B Common Stock
under the Company's Deferred Share Plan, (v) an aggregate of
2,908,960 shares of Class B Common Stock upon the exercise of
options exercisable for Class B Common Stock and (vi) an
aggregate of 13,403,289 shares of Class C Common Stock upon the
exercise of Lehman Warrants. See "Description of Capital Stock --
Warrants and Options."
Common Stock
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
dividends 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 Common Stock are entitled to
receive the same percentage dividend (payable in shares of Class
A Common Stock) as the holders of Class B Common Stock receive
(payable in shares of Class B Common Stock) or the holders of
Class
26
<PAGE>
C Common Stock receive (payable in shares of Class C Common
Stock). The payment of dividends is currently restricted by the
Credit Agreement and by the Subordinated Indenture. See "Price
Range of Common Stock and Dividends."
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 share of Class A and Class C Common Stock
entitled to one vote and each share of Class B Common Stock
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 Principal Stockholder, and (iii) as
otherwise provided by law.
In the election of directors, the holders of Class A Common
Stock, voting as a separate class, are entitled to elect two of
the Company's nine directors and holders of the Class C Common
Stock, voting as a separate class, are also entitled to elect two
of the Company's nine directors. The holders of Common Stock,
voting as a single class with each share of Class A and Class C
Common Stock entitled to one vote and each share of Class B
Common Stock 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 shares of
Class C Common Stock are converted into shares of Class A Common
Stock in accordance with the terms of the Company's Restated
Certificate of Incorporation (see "Common Stock -- Other
Provisions"), 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 Common Stock.
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.
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 Common Stock
are entitled to share ratably with the holders of Class B and
Class C Common Stock in all assets available for distribution
after payment in full of creditors.
Other Provisions. Each share of Class B Common Stock is
convertible, at the option of its holder, into one share of Class
A Common Stock at any time. One share of Class B Common Stock
converts automatically into one share of Class A Common Stock
upon its sale or other transfer to a party unaffiliated with a
Principal Stockholder or, in the event of a transfer to an
affiliated party, upon the death of the transferor. Each share
of Class C Common Stock is convertible, at the option of its
holder, into one share of Class A Common Stock at any time. One
share of Class C Common Stock converts automatically into one
share of Class A Common Stock upon its sale or other transfer to
a party unaffiliated with the Lehman Investors. In addition, all
outstanding shares of Class C Common Stock convert automatically
into an equal number of shares of Class A Common Stock 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, and the shares of Class A Common Stock offered
hereby will be, upon issuance, 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 Common Stock must be identical to that
received by holders of Class B and Class C Common Stock, 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
27
<PAGE>
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.
Warrants and Options
In September 1990, the Company issued warrants to purchase
shares of Class C Common Stock to the Lehman Investors for a net
purchase price of approximately $22.2 million, and the Company
issued additional warrants to purchase shares of Class C Common
Stock to the Lehman Investors in September 1991 for a purchase
price of approximately $26.1 million (all such warrants issued in
these two transactions, the "Lehman Warrants"). The outstanding
Lehman Warrants will entitle the Lehman Investors to purchase an
aggregate of 13,403,289 shares of Class A Common Stock at an
exercise price of $.00178 per share.
In June 1988, the Company issued options to Mr. Karmazin and
in September 1991, the Company issued warrants to Mr. Karmazin
(such options and warrants, collectively, the "Karmazin
Warrants"). The currently outstanding options constituting the
Karmazin Warrants entitle Mr. Karmazin to purchase an aggregate
of 2,908,960 shares of Class B Common Stock at an exercise price
of $.0178 per share, and the currently outstanding warrants
constituting the Karmazin Warrants entitle Mr. Karmazin to
purchase an aggregate of 48,659 shares of Class A Common Stock at
an exercise price of $.0006 per share. In addition, in April
1993, March 1994 and January 1995, in accordance with Mr.
Karmazin's employment agreement with the Company, the Company
issued options and granted rights to receive deferred shares to
Mr. Karmazin under the Company's Stock Option and Deferred Share
Plans. These options and rights to receive deferred shares
entitle Mr. Karmazin to purchase an aggregate of 84,213 shares of
Class A Common Stock at an exercise price of $17.00 per share and
168,750, 112,500, 177,126 and 19,803 shares of Class B Common
Stock at an exercise price of $6.17, $17.00, $21.08 and $.002
per share, respectively.
The Company has reserved 48,659 shares of Class A Common Stock
for issuance upon the exercise of a portion of the Karmazin
Warrants, 2,908,960 shares of Class B Common Stock for issuance
upon the exercise of the other Karmazin Warrants and 13,403,289
shares of Class A Common Stock for issuance upon exercise of the
Lehman Warrants. All such warrants contain provisions that
prevent dilution of the rights of the holders of such warrants,
including provisions for adjusting the number of
28
<PAGE>
shares of common stock covered by such warrants and the per share
price of those shares in the event of the declaration of any
dividend on the Common Stock in shares of Common Stock or any
subdivision, combination or reclassification of the Common Stock.
In addition, the Company has reserved 6,453,587 shares of Class A
Common Stock and 1,462,503 shares of Class B Common Stock for
issuance under the Company's Stock Option and Deferred Share
Plans.
Transfer Agent
Harris Trust Company of New York is the Transfer Agent and
Registrar for the Class A Common Stock.
Foreign Ownership
The Company's Restated Certificate of Incorporation restricts
the ownership, voting and transfer of the Company's capital
stock, including the Common Stock, in accordance with the
Communications Act and the rules of the FCC, to prohibit
ownership of more than 25% of the Company's outstanding capital
stock (or more than 25% of the voting rights it represents) by or
for the account of aliens or corporations otherwise subject to
domination or control by aliens. Such Certificate also prohibits
any transfer of the Company's capital stock that would cause the
Company to violate this prohibition. In addition, the
Certificate authorizes the Board of Directors of the Company to
adopt such provisions as it deems necessary to enforce these
prohibitions.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offerings, the Company will have
outstanding 49,498,405 shares of Class A Common Stock, 5,550,031
shares of Class B Common Stock and 744,171 shares of Class C
Common Stock. Each share of Class B Common Stock is convertible
at the option of its holder into one share of Class A Common
Stock at any time, and each share automatically converts into one
share of Class A Common Stock upon the sale or other transfer to
a party unaffiliated with a Principal Stockholder or, if shares
have been transferred to an affiliated party, upon the death of
the transferor of such shares. Each share of Class C Common Stock
is convertible, at the option of its holder, into one share of
Class A Common Stock at any time. One share of Class C Common
Stock converts automatically into one share of Class A Common
Stock upon its sale or other transfer to a party unaffiliated
with the Lehman Investors. In addition, all outstanding shares
of Class C Common Stock convert automatically into an equal
number of shares of Class A Common Stock on the date on which the
Lehman Investors no longer own at least 10% of the shares of all
classes of Common Stock of the Company on a fully diluted basis.
See "Description of Capital Stock -- Common Stock." The 8,500,000
shares of Class A Common Stock sold in the Offerings will be
freely tradeable without restriction or further registration
under the Securities Act, except by affiliates of the Company.
284,537 shares of Class A Common Stock, 5,550,031 shares of
Class B Common Stock and 14,147,460 shares of Class C Common
Stock beneficially owned by the Principal Stockholders and the
Lehman Investors (including 48,659 shares of Class A Common Stock
and 13,403,289 shares of Class C Common Stock issuable upon
exercise of the Lehman Warrants and a portion of the Karmazin
Warrants) are "restricted" shares as defined in Rule 144. All of
these "restricted" shares (other than the shares issuable upon
exercise of Lehman Warrants and Karmazin Warrants to the extent
that, under Rule 144, such shares are not deemed to have been
acquired when the Lehman Warrants and Karmazin Warrants were
acquired) have been beneficially owned for at least two years by
existing stockholders and may be sold in the open market pursuant
to Rule 144, subject, in the case of the shares of Class C Common
Stock issuable to the Lehman Investors upon the exercise of
Lehman Warrants, to certain
29
<PAGE>
conditions which are likely to be satisfied and, in the case of
all such "restricted" shares, to the restrictions of such Rule
with regard to sales by affiliates. In general, under Rule 144,
an affiliate of the Company may sell within any three-month
period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of Class A Common Stock or the
average weekly trading volume of the Class A Common Stock on all
national securities exchanges and/or reported through the
automated quotation system of registered securities associations
during the four calendar weeks preceding such sale. In addition,
sales under Rule 144 may be made only through unsolicited
"broker's transactions" or directly with a market maker and are
subject to various other conditions, including the availability
of certain public information about the Company for 90 days.
6,502,246 shares of Class A Common Stock and 4,371,463 shares
of Class B Common Stock that have been reserved for issuance
under the Company's Stock Option and Deferred Share Plans and the
Karmazin Warrants, including 84,213 shares of Class A Common
Stock and 3,387,139 shares of Class B Common Stock issuable to
Mr. Karmazin upon exercise of options and issuance of deferred
shares, have been registered under the Act and will be freely
tradeable upon issuance and, in the case of shares of Class B
Common Stock, conversion into Class A Common Stock, without
restriction or further registration under the Securities Act,
except that shares held by affiliates of the Company must be sold
subject to the applicable restrictions of Rule 144 under the
Securities Act.
The Company and the Principal Stockholders have each agreed not to
effect any public sale or distribution of any shares of Common
Stock, or any securities convertible into or exchangeable or
exercisable for shares of Common Stock, other than the shares of
Common Stock that may be sold by the Company in the Offerings, for
a period of 90 days after the date of this Prospectus, without the
consent of the Representatives of the Underwriters.
The Stockholders' Agreement among the Company, the Principal
Stockholders and the Lehman Investors (the "Stockholders'
Agreement") provides that each of the Principal Stockholders has
the right to require the Company to prepare and file one
registration statement under the Securities Act with respect to
their shares of Common Stock, and the Company is required to use
its best efforts to effect such registration, subject to certain
conditions and limitations. The Stockholders' Agreement also
provides that the Lehman Investors have one remaining right to
require the Company to prepare and file a registration statement
under the Securities Act with respect to their shares of Common
Stock, and the Company is required to use its best efforts to
effect such registration, subject to certain conditions and
limitations. The Stockholders' Agreement also provides that in
the event the Company proposes to register any of its securities
under the Securities Act, whether or not for its own account, at
any time or times, each of the Principal Stockholders and the
Lehman Investors shall be entitled, with certain exceptions, to
include their shares of Common Stock in such registration unless
the managing underwriters of such offering exclude for marketing
reasons some or all of such shares from such registration.
The Company can make no prediction as to the effect, if any,
that sales of shares of the Common Stock, or the availability of
shares for future sale, will have on the market price of the
Class A Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock (including shares issued upon
the exercise of warrants or options) in the public market, or the
perception that such sales could occur, could depress the
prevailing market price for the Class A Common Stock. Such sales
may also make it more difficult for the Company to sell equity
securities or equity-related securities in the future at a time
and price which it deems appropriate.
30
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in a purchase
agreement (the "U.S. Purchase Agreement"), the Company has agreed
to sell to each of the underwriters named below (the "U.S.
Underwriters"), and each of the U.S. Underwriters, for whom
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman,
Sachs & Co., Alex. Brown & Sons Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation and Smith Barney Inc. are acting
as representatives (the "U.S. Representatives"), severally has
agreed to purchase, the aggregate number of shares of Class A
Common Stock set forth opposite its name below.
Number of
Underwriters Shares
------------ -----------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . .
Goldman, Sachs & Co. . . . . . . . . . . . .
Alex. Brown & Sons Incorporated . . . . . . .
Donaldson, Lufkin & Jenrette Securities
Corporation . . . . . . . . . . . . . . . . .
Smith Barney Inc. . . . . . . . . . . . . . .
_________
Total . . . . . . . . . . . . . . . .
6,800,000
=========
The Company has also entered into a purchase agreement (the
"International Purchase Agreement" and, together with the U.S.
Purchase Agreement, the "Purchase Agreements") with Merrill Lynch
International Limited, Goldman Sachs International, Alex. Brown &
Sons Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation and Smith Barney Inc., acting as representatives (the
"International Representatives"), and certain other underwriters
outside the United States and Canada (collectively, the
"International Underwriters" and, together with the U.S.
Underwriters, the "Underwriters"). Subject to the terms and
conditions set forth in the International Purchase Agreement, the
Company has agreed to sell to the International Underwriters, and
the International Underwriters severally have agreed to purchase,
an aggregate of 1,700,000 shares of Class A Common Stock.
In each Purchase Agreement, the Underwriters named therein
have agreed, subject to the terms and conditions set forth in
such Purchase Agreement, to purchase all of the shares of Class A
Common Stock being sold pursuant to such Purchase Agreement if
any of the shares of Class A Common Stock being sold pursuant to
such Purchase Agreement are purchased. Under certain
circumstances, under the Purchase Agreements, the commitments of
non-defaulting Underwriters may be increased. Each Purchase
Agreement provides that the Company is not obligated to sell, and
the Underwriters named therein are not obligated to purchase, the
shares of Class A Common Stock under the terms of the Purchase
Agreement unless all of the shares of Class A Common Stock to be
sold pursuant to the Purchase Agreements are contemporaneously
sold.
The U.S. Representatives have advised the Company that the
U.S. Underwriters propose to offer the shares of Class A Common
Stock offered hereby to the public initially at the public
offering price set forth on the cover page of this Prospectus and
to certain dealers at such price less a concession not in
31
<PAGE>
excess of $___ per share of Class A Common Stock, and that the
U.S. Underwriters may allow, and such dealers may reallow, a
discount not in excess of $___ per share of Class A Common Stock
on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may
be changed.
The initial public offering price per share of Class A Common
Stock and the underwriting discount per share of Class A Common
Stock are identical for both Offerings.
The Company has granted to the U.S. Underwriters and the
International Underwriters options to purchase up to an aggregate
of 1,020,000 and 255,000 shares of Class A Common Stock,
respectively, at the initial public offering price, less the
underwriting discount. Such options, which will expire 30 days
after the date of this Prospectus, may be exercised solely to
cover over-allotments. To the extent that the Underwriters
exercise such options, each of the Underwriters will have a firm
commitment, subject to certain conditions, to purchase
approximately the same percentage of the option shares that the
number of shares to be purchased initially by that Underwriter is
of the 8,500,000 shares of Class A Common Stock initially
purchased by the Underwriters.
The Company has been informed that the Underwriters have
entered into an agreement (the "Intersyndicate Agreement")
providing for the coordination of their activities. Pursuant to
the Intersyndicate Agreement, the U.S. Underwriters and the
International Underwriters are permitted to sell shares of Class
A Common Stock to each other.
The Company and the Principal Stockholders have each agreed not
to effect any public sale or distribution of any shares of Common
Stock, or any securities convertible into or exchangeable or
exercisable for shares of Common Stock, other than the shares of
Common Stock that may be sold by the Company in the Offerings, for a
period of 90 days after the date of this Prospectus without the
consent of the Representatives of the Underwriters.
The Company has been informed that, under the terms of the
Intersyndicate Agreement, the U.S. Underwriters and any dealer to
whom they sell shares of Class A Common Stock will not offer to
sell or resell shares of Class A Common Stock to persons who are
non-U.S. or non-Canadian persons or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian
persons, and the International Underwriters and any bank, broker
or dealer to whom they sell shares of Class A Common Stock will
not offer to resell shares of Class A Common Stock to U.S.
persons or to Canadian persons or to persons they believe intend
to resell to U.S. persons or to Canadian persons, except in the
case of transactions pursuant to the Intersyndicate Agreement
which, among other things, permits the Underwriters to purchase
from each other and to offer to resell such number of shares of
Class A Common Stock as the selling Underwriter or Underwriters
and the purchasing Underwriter or Underwriters may agree.
The Company has agreed to indemnify the several Underwriters
against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may
be required to make in respect thereof.
LEGAL MATTERS
The validity of the shares of Class A Common Stock being
offered by this Prospectus will be passed upon for the Company by
Debevoise & Plimpton, 875 Third Avenue, New York, New York 10022.
Certain legal matters will be passed upon for the Underwriters
by Simpson Thacher & Bartlett (a partnership which includes
professional corporations), 425 Lexington Avenue, New York, New
York 10017.
32
<PAGE>
EXPERTS
The consolidated financial statements and consolidated
financial statement schedule of Infinity Broadcasting Corporation
and subsidiaries as of December 31, 1994 and 1993, and for each
of the years in the three-year period ended December 31, 1994,
have been incorporated by reference herein and in the
registration statement in reliance on the report of KPMG Peat
Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
To the extent that KPMG Peat Marwick LLP audits and reports on
financial statements of Infinity Broadcasting Corporation and
subsidiaries issued at future dates, and consents to the use of
their report thereon, such financial statements also will be
incorporated by reference in the Registration Statement in
reliance upon their report and said authority.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected
and copied at the public reference facilities of the Commission
at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite
1300, New York, New York 10048 and Citicorp Center, 14th Floor,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can also be obtained at prescribed rates
by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
In addition, such reports, proxy statements and other information
can be inspected at the offices of The New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with any amendments thereto, the
"Registration Statement") under the Securities Act with respect
to the shares of Class A Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration
Statement, omits certain information contained in the
Registration Statement as permitted by the rules and regulations
of the Commission. For further information with respect to the
Company and the shares of Class A Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits
and the financial statements, notes and schedules filed as a part
thereof or incorporated by reference therein, which may be
inspected at the public reference facilities of the Commission,
at the addresses set forth above. Statements made in this
Prospectus concerning the contents of any documents referred to
herein are not necessarily complete, and in each instance are
qualified in all respects by reference to the copy of such
document filed as an exhibit to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated into this Prospectus by reference:
1. the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (filed March 31, 1995);
2. the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 (filed May 12, 1995); and
33
<PAGE>
3. the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 (filed August 14, 1995), as amended on
August 15, 1995.
All documents or reports filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the termination of the Offerings
described herein shall be deemed to be incorporated by reference
into this Prospectus and to be a part of this Prospectus from the
date of filing of such document. Any statement contained herein,
or in a document all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Registration Statement or this Prospectus.
The Company will provide without charge to any person to whom
this Prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the foregoing documents
incorporated by reference (other than exhibits not specifically
incorporated by reference into the texts of such documents).
Requests for such documents should be directed to: Infinity
Broadcasting Corporation, 600 Madison Avenue, New York, New York
10022, Attention: Secretary's Office (telephone:
(212) 750-6400).
34
<PAGE>
No dealer, salesperson or
other individual has been
authorized to give any
information or to make any
representations not contained 8,500,000 Shares
in this Prospectus in
connection with the offering INFINITY
covered by this Prospectus. BROADCASTING
If given or made, such CORPORATION
information or representation
must not be relied upon as
having been authorized by the Class A Common Stock
Company or the Underwriters.
This Prospectus does not
constitute an offer to sell,
or a solicitation of an offer
to buy, the Class A Common
Stock in any jurisdiction
where, or to any person to
whom, it is unlawful to make
such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made PROSPECTUS
hereunder shall, under any
circumstances, create an
implication that there has not
been any change in the facts
set forth in this Prospectus
or in the affairs of the Merrill Lynch & Co.
Company since the date hereof.
Goldman, Sachs & Co.
TABLE OF CONTENTS Alex. Brown & Sons
Incorporated
Page
----
Prospectus Summary . . . . .
Donaldson, Lufkin & Jenrette
Risk Factors . . . . . . . .
Securities Corporation
The Company . . . . . . . . .
Use of Proceeds . . . . . . .
Smith Barney Inc.
Price Range of Common Stock
and Dividend Policy . . .
Capitalization . . . . . . .
Summary Consolidated Financial
Information . . . . . . .
Management's Discussion and
Analysis of
Financial Condition and ____________, 1995
Results of
Operations . . . . . . . .
Principal Stockholders . . .
Description of Capital Stock
Shares Eligible for Future
Sale . . . . . . . . . . .
Underwriting . . . . . . . .
Legal Matters . . . . . . . .
Experts . . . . . . . . . . .
Available Information . . . .
Incorporation of Certain
Documents by Reference . .
<PAGE>
[ALTERNATE COVER PAGE FOR INTERNATIONAL PROSPECTUS]
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER __, 1995
PROSPECTUS
----------
8,500,000 Shares
Infinity Broadcasting Corporation
Class A Common Stock
All of the 8,500,000 shares of Class A Common Stock offered hereby
are being sold by Infinity Broadcasting Corporation ("Infinity" or the
"Company"). Of the 8,500,000 shares of Class A Common Stock offered
hereby, 1,700,000 shares are being initially offered in an international
offering outside the United States and Canada by the International
Underwriters (the "International Offering") , and 6,800,000 shares are
being offered concurrently in the United States and Canada by the U.S.
Underwriters (the "U.S. Offering") and, together with the International
Offering, the "Offerings"). The initial public offering price and the
underwriting discount per share are identical for both Offerings. See
"Underwriting."
The Company's authorized capital stock includes Class A Common Stock,
Class B Common Stock and Class C Common Stock (collectively, the "Common
Stock") and preferred stock. The rights of holders of Common Stock are
identical, except that each share of Class B Common Stock generally
entitles its holder to ten votes, whereas each share of Class A Common
Stock and Class C Common Stock entitles its holder to one vote. In
addition, the holders of Class A Common Stock, voting as a separate
class, are entitled to elect two of the Company's nine directors and the
holders of Class C Common Stock, voting as a separate class, are also
entitled to elect two of the Company's nine directors. Each share of
Class B Common Stock converts automatically into one share of Class A
Common Stock upon its sale or other transfer to a party unaffiliated
with certain of the existing stockholders of the Company or, if shares
have been transferred to an affiliated party, upon the death of the
transferor of such shares. Each share of Class C Common Stock converts
automatically into one share of Class A Common Stock upon its sale or
other transfer to a party unaffiliated with certain of the existing
stockholders of the Company and upon the occurrence of certain other
events. See "Description of Capital Stock."
The Class A Common Stock has been traded on the New York Stock
Exchange under the symbol "INF" since June 22, 1995 and was formerly
traded on the NASDAQ National Market System under the symbol "INFTA."
On September 14, 1995, the last reported sale price of the Class A
Common Stock on the New York Stock Exchange was $33 1/2 per share. See
------
"Price Range of Common Stock and Dividend Policy."
See "Risk Factors" on page __for certain factors that should be
considered by prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE .
Price to Underwriting Proceeds to
Public Discount(1) Company(2)
Per Share ...... $ $ $
Total(3) ...... $ $ $
(1) The Company has agreed to indemnify the several U.S.
Underwriters and International Underwriters against certain
liabilities, including liabilities under the Securities Act of
1933. See "Underwriting."
(2) Before deducting expenses, estimated at $ ,
payable by the Company.
(3) The Company has granted the International Underwriters and the
U.S. Underwriters options, exercisable within 30 days after
the date hereof, to purchase up to an aggregate of 255,000
and 1,020,000 shares of Class A Common Stock, respectively,
at the initial price to public per share, less the
underwriting discount, solely to cover over-allotments, if
any. If such options are exercised in full, the total Price
to Public, Underwriting Discount and Proceeds to Company will
be $_______, $_______ and $_______, respectively. See
"Underwriting."
The Class A Common Stock is being offered by the several
Underwriters, subject to prior sale, when, as and if issued to and
accepted by them, and subject to approval of certain legal matters by
counsel for the Underwriters and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer
and to reject orders in whole or in part. It is expected that delivery
of certificates for the shares of Class A Common Stock will be made in
New York, New York on or about ________.
MERRILL LYNCH INTERNATIONAL LIMITED
GOLDMAN SACHS INTERNATIONAL
ALEX. BROWN & SONS
INCORPORATED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
SMITH BARNEY INC.
The date of this Prospectus is , 1995.
--------------
<PAGE>
[ALTERNATE TAX SECTION FOR INTERNATIONAL PROSPECTUS]
CERTAIN U.S. TAX CONSIDERATIONS APPLICABLE TO
NON-U.S. HOLDERS OF THE CLASS A COMMON STOCK
The following is a general discussion of certain U.S.
federal income and estate tax consequences of the ownership and
disposition of Class A Common Stock by a person that, for U.S.
federal income tax purposes, is a non-resident alien
individual, a foreign corporation, a foreign partnership or a
foreign estate or trust (a "non-U.S. holder"). The discussion
is based upon the U.S. Internal Revenue Code of 1986, as
amended (the "Code"), existing and proposed Treasury
regulations promulgated thereunder, and administrative and
judicial interpretations thereof as of the date hereof, all of
which are subject to change, possibly with retroactive effect.
The discussion does not address all aspects of U.S. federal
taxation that may be relevant to a particular non-U.S. holder's
tax position and does not deal with U.S. state and local or
non-U.S. tax consequences.
Prospective non-U.S. holders of Class A Common Stock are
advised to consult their own tax advisors with respect to the
U.S. federal, state and local tax consequences, as well as any
non-U.S. tax consequences, of purchasing, holding and disposing
of Class A Common Stock.
Dividends. Dividends paid to a non-U.S. holder of Class A
Common Stock generally will be subject to withholding of U.S.
federal income tax at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty. However, except
as may be otherwise provided in an applicable income tax
treaty, dividends that are effectively connected with a non-
U.S. holder's conduct of a trade or business within the United
States are subject to U.S. federal income tax on a net income
basis at applicable graduated individual or corporate rates,
and generally are not subject to withholding. Any such
effectively connected dividends received by a foreign
corporation may also be subject to an additional "branch
profits tax" at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty. Currently
certain certification and disclosure requirements must be
complied with in order to be exempt from withholding with
respect to effectively connected dividends.
Under current Treasury regulations, dividends paid to an
address in a foreign country are presumed to be paid to a
resident of such country (unless the payer has knowledge to the
contrary) for purposes of determining the applicability of a
tax treaty rate. Under proposed Treasury regulations not
currently in effect, however, a non-U.S. holder of Class A
Common Stock who wishes to claim the benefit of an applicable
treaty rate would be required to satisfy certain certification
and other requirements. The procedures for determining the
applicable rate of withholding on dividends under income tax
treaties are under review by the U.S. Treasury and their
application to the Class A Common Stock could be changed by
future regulations.
A non-U.S. holder of Class A Common Stock that is eligible
for a reduced rate of U.S. withholding tax pursuant to an
income tax treaty may obtain a refund of any excess amounts
withheld by filing an appropriate claim for refund with the
U.S. Internal Revenue Service.
Gain on Disposition of Class A Common Stock. A non-U.S.
holder generally will not be subject to U.S. federal income tax
in respect of gain recognized on a disposition of Class A
Common Stock unless (i) the gain is effectively connected with
a trade or business of the non-U.S. holder within the United
States or, if a tax treaty applies, attributable to a U.S.
permanent establishment of the non-U.S. holder (and, if the
holder is a foreign corporation, the branch profits tax
described above under "-- Dividends" may also apply), (ii) in
the case of a non-U.S. holder who is an individual and holds
the Class A Common Stock as a capital asset, such holder is
present in the United States for 183 or more days in the
taxable year of the disposition and certain other conditions
are met, or (iii) the Company is or has been a "U.S. real
property holding corporation" for U.S. federal income tax
purposes and certain other conditions are met. The Company
does not believe that it has been or is currently, and does not
anticipate becoming, a "U.S. real property holding
corporation".
37
<PAGE>
[ALTERNATE TAX SECTION FOR INTERNATIONAL PROSPECTUS]
Federal Estate Taxes. Class A Common Stock owned or
treated as owned by an individual non-U.S. holder at the time
of death will be included in such holder's gross estate for
U.S. federal estate tax purposes, unless an applicable estate
tax treaty provides otherwise.
U.S. Information Reporting Requirements and Backup
Withholding Tax. The Company must report annually to the U.S.
Internal Revenue Service and to each non-U.S. holder the amount
of dividends paid to such holder on the Class A Common Stock
and the tax withheld with respect to such dividends, regardless
of whether withholding was required. Such information may be
made available by the Internal Revenue Service to the tax
authorities in the country in which the non-U.S. holder resides
under the provisions of an applicable income tax treaty or
agreement.
Backup withholding (which generally is a withholding tax
imposed at the rate of 31% on certain payments to persons that
are not "exempt recipients" and that fail to furnish certain
information under the U.S. information reporting requirements)
and certain related information reporting requirements
generally will not apply to dividends paid on Class A Common
Stock to a non-U.S. holder at an address outside the United
States unless the payer has knowledge that the payee is a U.S.
person. In general, backup withholding and information
reporting will not apply to a payment of the proceeds of a sale
of Class A Common Stock to or through a foreign office of a
broker. If, however, such broker is, for U.S. federal income
tax purposes, a U.S. person, a controlled foreign corporation,
or a foreign person that derives 50% or more of its gross
income for certain periods from the conduct of a trade or
business within the United States, such payments will not be
subject to backup withholding but will be subject to the
related information reporting requirements, unless (1) such
broker has documentary evidence in its records that the
beneficial owner is a non-U.S. holder and certain other
conditions are met or (2) the beneficial owner otherwise
establishes an exemption. Payment to or through a U.S. office
of a broker of the proceeds of a sale of Class A Common Stock
will be subject to both backup withholding and information
reporting unless the beneficial owner certifies under penalties
of perjury that it is a non-U.S. holder or otherwise
establishes an exemption.
Any amounts withheld under the backup withholding rules
from a payment to a non-U.S. holder may be allowed as a refund
or a credit against such holder's U.S. federal income tax
liability if the required information is furnished to the U.S.
Internal Revenue Service.
The backup withholding and information reporting rules are
currently under review by the U.S. Treasury and their
application to the Class A Common Stock could be changed by
future regulations.
38
<PAGE>
[OTHER ALTERNATE SECTIONS FOR INTERNATIONAL PROSPECTUS]
UNDERWRITING
Subject to the terms and conditions set forth in a
purchase agreement (the "International Purchase Agreement"),
the Company has agreed to sell to each of the underwriters
named below (the "International Underwriters"), and each of the
International Underwriters, for whom Merrill Lynch
International Limited, Goldman Sachs International, Alex. Brown
& Sons Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation and Smith Barney Inc. are acting as representatives
(the "International Representatives"), severally has agreed to
purchase, the aggregate number of shares of Class A Common
Stock set forth opposite its name below.
Number of
Shares
-----------
International Underwriters
--------------------------
Merrill Lynch International Limited . . . . .
Goldman Sachs International . . . . . . . . .
Alex. Brown & Sons Incorporated . . . . . . .
Donaldson, Lufkin & Jenrette Securities
Corporation . . . . . . . . . . . . . . . . .
Smith Barney Inc. . . . . . . . . . . . . . .
---------
Total . . . . . . . . . . . . . . . . 1,700,000
=========
The Company has also entered into a purchase agreement (the
"U.S. Purchase Agreement" and, together with the International
Purchase Agreement, the "Purchase Agreements") with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs &
Co., Alex. Brown & Sons Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation and Smith Barney Inc., acting
as representatives (the "U.S. Representatives"), and certain
other underwriters in the United States and Canada
(collectively, the "U.S. Underwriters" and, together with the
U.S. Underwriters, the "Underwriters"). Subject to the terms
and conditions set forth in the International Purchase
Agreement, the Company has agreed to sell to the U.S.
Underwriters, and the U.S. Underwriters severally have agreed
to purchase, an aggregate of 6,800,000 shares of Class A Common
Stock.
In each Purchase Agreement, the Underwriters named therein
have agreed, subject to the terms and conditions set forth in
such Purchase Agreement, to purchase all of the shares of Class
A Common Stock being sold pursuant to such Purchase Agreement
if any of the shares of Class A Common Stock being sold
pursuant to such Purchase Agreement are purchased. Under
certain circumstances, under the Purchase Agreements, the
commitments of non-defaulting Underwriters may be increased.
Each Purchase Agreement provides that the Company is not
obligated to sell, and the Underwriters named therein are not
obligated to purchase, the shares of Class A Common Stock under
the terms of the Purchase Agreement unless all of the shares of
Class A Common Stock to be sold pursuant to the Purchase
Agreements are contemporaneously sold.
The International Representatives have advised the Company
that the International Underwriters propose to offer the shares
of Class A Common Stock offered hereby to the public initially
at the public offering price set forth on the cover page of
this Prospectus and to certain dealers at such price less a
concession not in excess of $___ per share of Class A Common
Stock, and that the International Underwriters may allow, and
such dealers may reallow, a discount not in excess of $___ per
share
39
<PAGE>
[OTHER ALTERNATE SECTIONS FOR INTERNATIONAL PROSPECTUS]
of Class A Common Stock on sales to certain other dealers.
After the initial public offering, the public offering price,
concession and discount may be changed.
The initial public offering price per share of Class A
Common Stock and the underwriting discount per share of Class A
Common Stock are identical for both Offerings.
The Company has granted to the International Underwriters
and the U.S. Underwriters options to purchase up to an
aggregate of 255,000 and 1,020,000 shares of Class A Common
Stock, respectively, at the initial public offering price, less
the underwriting discount. Such options, which will expire 30
days after the date of this Prospectus, may be exercised solely
to cover over-allotments. To the extent that the Underwriters
exercise such options, each of the Underwriters will have a
firm commitment, subject to certain conditions, to purchase
approximately the same percentage of the option shares that the
number of shares to be purchased initially by that Underwriter
is of the 8,500,000 shares of Class A Common Stock initially
purchased by the Underwriters.
The Company has been informed that the Underwriters have
entered into an agreement (the "Intersyndicate Agreement")
providing for the coordination of their activities. Pursuant
to the Intersyndicate Agreement, the International Underwriters
and the U.S. Underwriters are permitted to sell shares of Class
A Common Stock to each other.
The Company and the Principal Stockholders have each agreed not
to effect any public sale or distribution of any shares of Common
Stock, or any securities convertible into or exchangeable or
exercisable for shares of Common Stock other than the shares of
Common Stock that may be sold by the Company in the Offerings, for
a period of 90 days after the date of this Prospectus without
the consent of the Representatives of the Underwriters.
The Company has been informed that, under the terms of the
Intersyndicate Agreement, the U.S. Underwriters and any dealer
to whom they sell shares of Class A Common Stock will not offer
to sell or resell shares of Class A Common Stock to persons who
are non-U.S. or non-Canadian persons or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian
persons, and the International Underwriters and any bank,
broker or dealer to whom they sell shares of Class A Common
Stock will not offer to resell shares of Class A Common Stock
to U.S. persons or to Canadian persons or to persons they
believe intend to resell to U.S. persons or to Canadian
persons, except in the case of transactions pursuant to the
Intersyndicate Agreement which, among other things, permits the
Underwriters to purchase from each other and to offer to resell
such number of shares of Class A Common Stock as the selling
Underwriter or Underwriters and the purchasing Underwriter or
Underwriters may agree.
Each Underwriter has represented and agreed that it has not
offered or sold and will not offer or sell any shares of Class
A Common Stock to persons in the United Kingdom prior to
admission of the shares of Class A Common Stock to listing in
accordance with Part IV of the Financial Services Act 1986 (the
"Act") except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within
the meaning of the Public Offers of Securities Regulations 1995
or the Act; it has complied and will comply with all applicable
provisions of the Act with respect to anything done by it in
relation to the shares of Class A Common Stock in, from or
otherwise involving the United Kingdom; and it has only issued
or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the
issue of the shares of Class A Common Stock,
40
<PAGE>
[OTHER ALTERNATE SECTIONS FOR INTERNATIONAL PROSPECTUS]
other than any document which consists of or any part of
listing particulars, supplementary listing particulars or any
other document required or permitted to be published by listing
rules under Part IV of the Act, to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1995 or is a
person to whom such document may otherwise lawfully be issued
or passed on.
Purchasers of the shares of Class A Common Stock offered
hereby may be required to pay stamp taxes and other charges in
accordance with the laws and practices of the country of
purchase in addition to the offering price set forth on the
cover page hereof.
The Company has agreed to indemnify the several Underwriters
against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters
may be required to make in respect thereof.
LEGAL MATTERS
The validity of the shares of Class A Common Stock being
offered by this Prospectus will be passed upon for the Company
by Debevoise & Plimpton, 875 Third Avenue, New York, New York
10022. Certain legal matters will be passed upon for the
Underwriters by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), 425 Lexington Avenue, New
York, New York 10017.
EXPERTS
The consolidated financial statements and consolidated
financial statement schedule of Infinity Broadcasting
Corporation and subsidiaries as of December 31, 1994 and 1993,
and for each of the years in the three-year period ended
December 31, 1994, have been incorporated by reference herein
and in the registration statement in reliance on the report of
KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
To the extent that KPMG Peat Marwick LLP audits and reports
on financial statements of Infinity Broadcasting Corporation
and subsidiaries issued at future dates, and consents to the
use of their report thereon, such financial statements also
will be incorporated by reference in the Registration Statement
in reliance upon their report and said authority.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected
and copied at the public reference facilities of the Commission
at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite
1300, New York, New York 10048 and Citicorp Center, 14th Floor,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can also be obtained at prescribed rates
by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
In addition, such reports, proxy statements and other information
can be inspected at the offices of The New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with any amendments thereto, the
"Registration Statement") under the Securities Act with respect
to the shares of Class A Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration
Statement, omits certain information contained in the
Registration Statement as permitted by the rules and regulations
of the Commission. For further information with respect to the
Company and the shares of Class A Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits
and the financial statements, notes and schedules filed as a part
thereof or incorporated by reference therein, which may be
inspected at the public reference facilities of the Commission,
at the addresses set forth above. Statements made in this
Prospectus concerning the contents of any documents referred to
herein are not necessarily complete, and in each instance are
qualified in all respects by reference to the copy of such
document filed as an exhibit to the Registration Statement.
This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy the shares of Class A Common
Stock offered hereby in any jurisdiction in which such offer or
solicitation is unlawful. There are restrictions on the offer
<PAGE>
[OTHER ALTERNATE SECTIONS FOR INTERNATIONAL PROSPECTUS]
and sale of the shares of Class A Common Stock offered hereby
in the United Kingdom. All applicable provisions of the Act,
the Public Offers of Securities Regulations 1995, the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order
1995, the Companies Act 1985 and any other applicable law, rule,
regulation or order with respect to anything done by any person
in relation to the shares of Class A Common Stock offered hereby
in, from, or otherwise involving the United Kingdom must be compiled
with. See "Underwriting."
In this Prospectus, reference to "dollars," "U.S.$" and "$"
are to United States dollars.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated into this Prospectus by reference:
1. the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (filed March 31, 1995);
2. the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 (filed May 12, 1995); and
3. the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 (filed August 14, 1995), as amended on
August 15, 1995.
All documents or reports filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the termination of the Offerings
described herein shall be deemed to be incorporated by reference
into this Prospectus and to be a part of this Prospectus from the
date of filing of such document. Any statement contained herein,
or in a document all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Registration Statement or this Prospectus.
The Company will provide without charge to any person to whom
this Prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the foregoing documents
incorporated by reference (other than exhibits not specifically
incorporated by reference into the texts of such documents).
Requests for such documents should be directed to: Infinity
Broadcasting Corporation, 600 Madison Avenue, New York, New York
10022, Attention: Secretary's Office (telephone:
(212) 750-6400).
41
<PAGE>
ALTERNATE
No dealer, salesperson or
other individual has been
authorized to give any
information or to make any
representations not contained 8,500,000 Shares
in this Prospectus in
connection with the offering INFINITY
covered by this Prospectus. BROADCASTING
If given or made, such CORPORATION
information or representation
must not be relied upon as
having been authorized by the Class A Common Stock
Company or the Underwriters.
This Prospectus does not
constitute an offer to sell,
or a solicitation of an offer
to buy, the Class A Common
Stock in any jurisdiction
where, or to any person to
whom, it is unlawful to make
such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made PROSPECTUS
hereunder shall, under any
circumstances, create an
implication that there has not
been any change in the facts
set forth in this Prospectus
or in the affairs of the Merrill Lynch
Company since the date hereof. International Limited
Goldman Sachs International
TABLE OF CONTENTS
Alex. Brown & Sons
Page
----
Incorporated
Prospectus Summary . . . . .
Risk Factors . . . . . . . .
Donaldson, Lufkin & Jenrette
The Company . . . . . . . . .
Securities Corporation
Use of Proceeds . . . . . . .
Price Range of Common Stock
Smith Barney Inc.
and Dividend
Policy . . . . . . . . . .
Capitalization . . . . . . .
Summary Consolidated Financial
Information . . . . . . .
Management's Discussion and ____________, 1995
Analysis of
Financial condition and
Results of Operations . .
Principal Stockholders . . .
Description of Capital Stock
Shares Eligible for Future
Sale . . . . . . . . . . .
Certain U.S. Tax
Considerations Applicable
to
Non-U.S. Holders of the
Common Stock . . . . . . .
Underwriting . . . . . . . .
Legal Matters . . . . . . . .
Experts . . . . . . . . . . .
Available Information . . . .
Incorporation of Certain
Documents by Reference . .
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses (other than
underwriting discounts and commissions) expected to be incurred
by the Company in connection with the offering described in this
Registration Statement. All amounts are estimated except the
registration, New York Stock Exchange listing and NASD fees.
Registration fee . . . . . . . . . . . . . . . . . . $111,233
New York Stock Exchange listing fee . . . . . . . . . 64,513
NASD fee . . . . . . . . . . . . . . . . . . . . . . 30,500
Printing costs for registration statement,
prospectus, stock certificates and related
documents . . . . . . . . . . . . . . . . . . . . . *
Accounting fees and expenses . . . . . . . . . . . . *
Legal fees and expenses . . . . . . . . . . . . . . . *
Blue sky fees and expenses . . . . . . . . . . . . . *
Transfer agent and registrar fees and expenses . . . *
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . $ *
===========
________________
* To be filed by amendment.
Item 15. lndemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as
amended, provides in regard to indemnification of directors and
officers as follows:
145. Indemnification of Officers, Directors, Employees
and Agents; Insurance.
(a) A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
(b) A corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
II-1
<PAGE>
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b)
of this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made
(1) by a majority vote of the directors who were not parties to
such action, suit or proceeding even though less than a quorum,
or (2) if there are no such directors, or, if such directors so
direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability
under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position
II-2
<PAGE>
under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to
in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Article TEN of the Company's Restated Certificate of
Incorporation provides in regard to indemnification as follows:
The Corporation shall, to the extent required, and may,
to the extent permitted, by Section 145 of the General
Corporation Law of Delaware, as the same may be amended
from time to time, indemnify and reimburse all persons
whom it may indemnify and reimburse pursuant thereto.
Article VI of the Company's Amended and Restated By-Laws
provides in regard to indemnification of directors and officers
as follows:
SECTION 6.01. Actions, Suits or Proceedings Other Than
by or in the Right of the Corporation. The Corporation
shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation), by reason
of the fact that he is or was or has agreed to become a
Director or officer, or is or was serving or has agreed
to serve at the request of the Corporation as a Director
or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such
capacity, against costs, charges, expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on
his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
SECTION 6.02. Actions or Suits by or in the Right of
the Corporation. The Corporation shall indemnify any
person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action
or suit by or in the right of the Corporation
II-3
<PAGE>
to procure a judgment in its favor by reason of the fact
that he is or was or has agreed to become a Director or
officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a
Director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in
such capacity, against costs, charges and expenses
(including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection with the
defense or settlement of such action or suit and any
appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to
the best interests of the Corporation except that no
indemnification shall be made in respect of any claim.
issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only
to the extent that the Court of Chancery of Delaware or
the court in which such action or suit was brought shall
determine upon application that, despite the
adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such costs, charges
and expenses which the Court of Chancery or such other
court shall deem proper.
SECTION 6.03. Indemnification for Costs, Charges and
Expenses of Successful Party. Notwithstanding the other
provisions of this Article, to the extent that a
Director or officer of the Corporation has been
successful on the merits or otherwise, including,
without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding
referred to in Sections 6.01 or 6.02 of this Article, or
in defense of any claim, issue or matter therein, he
shall be indemnified against all costs, charges and
expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf in
connection therewith.
SECTION 6.04. Determination of Right to
Indemnification. Any indemnification under Sections
6.01 and 6.02 of this Article (unless ordered by a
court) shall be paid by the Corporation unless a
determination is made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written
opinion, or (3) by the stockholders, that
indemnification of the Director or officer is not proper
in the circumstances because he has not met the
applicable standard of conduct set forth in Sections
6.01 and 6.02 of this Article.
SECTION 6.05. Advance of Costs, Charges and Expenses.
Costs, charges and expenses (including attorneys' fees)
incurred by a person referred to in Sections 6.01 and
6.02 of this Article in defending a civil or criminal
action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such
action, suit or proceeding; provided, however, that the
payment of such costs, charges and expenses incurred by
a Director or officer in his capacity as a Director or
officer (and not in any other capacity in which service
was or is rendered by such person while a Director or
officer) in advance of the final disposition of such
action, suit or proceeding shall be made only upon
receipt of any undertaking by or on behalf of the
Director or officer to repay all amounts so advanced in
the event that it shall ultimately be determined that
such Director or officer is not entitled to be
indemnified by the Corporation as authorized in this
Article. The Board of Directors may, in the manner set
forth above, and upon approval of such Director or
officer of the Corporation, authorize the Corporation's
counsel to represent such person, in any action, suit or
proceeding, whether or not the Corporation is a party to
such action, suit or proceeding.
II-4
<PAGE>
SECTION 6.06. Procedure for Indemnification. Any
indemnification under Sections 6.01, 6.02 and 6.03, or
advance of costs, charges and expenses under
Section 6.05 of this Article, shall be made promptly,
and in any event within 60 days, upon the written
request of the Director or officer. The right to
indemnification or advances as granted by this Article
shall be enforceable by the Director or officer in any
court of competent jurisdiction, if the Corporation
denies such request, in whole or in part, or if no
disposition thereof is made within 60 days. Such
person's costs and expenses incurred in connection with
successfully establishing his right to indemnification,
in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense
to any such action (other than an action brought to
enforce a claim for the advance of costs, charges and
expenses under Section 6.05 of this Article where the
required undertaking, if any, has been received by the
Corporation) that the claimant has not met the standard
of conduct set forth in Sections 6.01 or 6.02 of this
Article, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) to have
made a determination prior to the commencement of such
action that indemnification of the claimant is proper in
the circumstances because he has met the applicable
standard of conduct set forth in Sections 6.01 or 6.02
of this Article, nor the fact that there has been an
actual determination by the Corporation (including its
Board of Directors, its independent legal counsel, and
its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has
not met the applicable standard of conduct.
SECTION 6.07. Other Rights; Continuation of Right to
Indemnification. The indemnification provided by this
Article shall not be deemed exclusive of any other
rights to which a person seeking indemnification may be
entitled under any law (common or statutory), provision
of the Certificate of Incorporation, other By-Law,
agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his
official capacity and as to action in another capacity
while holding office or while employed by or acting as
agent for the Corporation, and shall continue as to a
person who has ceased to be a Director or officer and
shall inure to the benefit of the estate, heirs,
executors and administrators of such person. All rights
to indemnification under this Article shall be deemed to
be a contract between the Corporation and each Director
or officer of the Corporation who serves or served in
such capacity at any time while this Article is in
effect. Any repeal or modification of this Article or
any repeal or modification of relevant provisions of the
Delaware General Corporation Law or any other applicable
laws shall not in any way diminish any rights to
indemnification of such Director or officer or the
obligations of the Corporation arising hereunder. The
Corporation may also indemnify any and all other persons
whom it shall have power to indemnify under any
applicable law from time to time in effect to the extent
authorized by the Board of Directors and permitted by
such law.
SECTION 6.08. Insurance. The Corporation shall
purchase and maintain insurance on behalf of any person
who is or was or has agreed to become a Director or
officer of the Corporation, or is or was serving at the
request of the Corporation as a Director or officer of
another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted
against him and incurred by him or on his behalf in any
such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to
indemnify him against such liability under the
provisions of this Article, provided that such insurance
is available on acceptable terms, which determination
shall be made by a vote of a majority of the entire
Board of Directors.
II-5
<PAGE>
SECTION 6.09. Savings Clause. If this Article or any
portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Corporation
shall nevertheless indemnify each Director and officer
of the Corporation as to costs, charges and expenses
(including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action,
suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article that
shall not have been invalidated and to the full extent
permitted by applicable law.
SECTION 6.10. Definition. For purposes of this
Article, the term "corporation" shall include
constituent corporations referred to in Subsection (h)
of Section 145 of the General Corporation Law of the
State of Delaware (or any similar provision of
applicable law at the time in effect).
Section 102(b)(7) of the Delaware General Corporation
Law, as amended, provides in regard to the limitation of
liability of directors and officers as follows:
(b) In addition to the matters required to be set
forth in the certificate of incorporation by subsection
(a) of this section, the certificate of incorporation
may also contain any or all of the following matters:
* * * *
(7) A provision eliminating or limiting the personal
liability of a director to the corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of
a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct of a knowing violation of law,
(iii) under section 174 of this Title, or (iv) for any
transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or
limit the liability of a director for any act or
omission occurring prior to the date when such provision
becomes effective. All references in this paragraph to
a director shall also be deemed to refer (x) to a member
of the governing body of a corporation which is not
authorized to issue capital stock, and (y) to such other
person or persons, if any, who, pursuant to a provision
of the certificate of incorporation in accordance with
subsection (a) of Sec. 141 of this title, exercise or
perform any of the powers or duties otherwise conferred
or imposed upon the board of directors by this title.
Pursuant to specific authority granted by Section 102 of
the General Corporation Law of the State of Delaware, ARTICLE
ELEVEN of the Company's Restated Certificate of Incorporation
provides in regard to the limitation of liability of directors
and officers as follows:
A director of this Corporation shall not be personally
liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director; provided, that nothing contained in this ARTI-
CLE ELEVEN shall eliminate or limit the liability of a
director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal
benefit.
If the Delaware General Corporation Law is hereafter
amended to authorize the further elimination or
limitation of the liability of a director, then the
liability of a director of the
II-6
<PAGE>
Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General
Corporation Law, as so amended.
This ARTICLE ELEVEN may not be amended or modified to
increase the liability of a director, or repealed,
except upon the affirmative vote of the holders of 75%
or more of the outstanding Common Shares. No such
amendment, modification, or repeal shall apply to or
have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior
to such amendment, modification, or repeal.
The provisions of this ARTICLE ELEVEN shall not be
deemed to limit or preclude indemnification of a
director by the Corporation for any liability of a
director that has not been eliminated by the provisions
of this ARTICLE ELEVEN.
The Company has executed indemnity agreements with
Messrs. Wiener, Carrus, Karmazin, Suleman, Lerman, Batkin and
Sherman that require it to indemnify these individuals for
liabilities incurred by them because of an act or omission or
neglect or breach of duty committed while acting in the capacity
of an officer or director of the Company, to the full extent
permitted by the laws of the State of Delaware. Certain actions,
including acts for which indemnification is found by a court to
be illegal and contrary to public policy, are excluded from the
coverage of the agreements.
Item 16. Exhibits.
1.01 Form of U.S. Purchase Agreement.++
1.02 Form of International Purchase Agreement.+
4.01 Restated Certificate of Incorporation of the Company, as
amended October 22, 1993. (This Exhibit can be found as
Exhibit 3(a) to the Company's Report on Form 10-Q for
the quarter ended September 30, 1993 (File No. 0-14702)
and is incorporated herein by reference.)
4.02 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, dated August 8, 1995 and
filed with the Commission on August 9, 1995. (This
Exhibit can be found as Exhibit 3(b) to the Company's
Report on Form 10-Q for the quarter ended June 30, 1995
(File No. 0-14702) and is incorporated herein by
reference.)
4.03 Amended and Restated By-Laws of the Company. (This
Exhibit can be found as Exhibit 3(b) to the Company's
Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is incorporated herein
by reference.)
4.04 Amended and Restated Stockholders' Agreement, dated as
of February 5, 1992, among the Company, Michael A.
Wiener, Gerald Carrus, Mel Karmazin and the Lehman
Investors. (This Exhibit can be found as Exhibit 4(j)
to the Company's Registration Statement on Forms S-1 and
S-3 (Registration No. 33-46118) and is incorporated
herein by reference.)
4.05 Warrant Certificates, dated January 28, 1992, certifying
that Shearson Lehman Hutton Capital Partners II L.P. is
the owner of warrants to purchase 3,550,424 shares of
Class C Common Stock, par value $.002 per share, of the
Company. (This Exhibit can be found as Exhibit 4(l) to
the Company's Registration Statement on Forms S-1 and S-
3 (Registration No. 33-46118) and is incorporated herein
by reference.)
4.06 Warrant Certificates, dated January 28, 1992, certifying
that Lehman Brothers Merchant Banking Portfolio
Partnership L.P. is the owner of warrants to purchase
5,222,385 shares of Class C Common Stock, par value
$.002 per share, of the Company. (This Exhibit can be
II-7
<PAGE>
found as Exhibit 4(m) to the Company's Registration
Statement on Forms S-1 and S-3 (Registration No. 33-46118)
and is incorporated herein by reference.)
4.07 Warrant Certificates, dated December 14, 1993,
certifying that Shearson Lehman Hutton Offshore
Investment Partnership L.P. is the owner of warrants to
purchase 1,154,198 shares of Class C Common Stock, par
value $.002 per share, of the Company. (This Exhibit can
be found as Exhibit 4(j) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993
(File No. 0-14702) and is incorporated herein by
reference.)
4.08 Warrant Certificates, dated December 14, 1993,
certifying that Shearson Lehman Hutton Offshore
Investment Partnership Japan L.P. is the owner of
warrants to purchase 3,476,282 shares of Class C Common
Stock, par value $0.002 per share, of the Company.
(This Exhibit can be found as Exhibit 4(k) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (File No. 0-14702) and is
incorporated herein by reference.)
4.09 Securities Exchange Agreement, dated as of January 28,
1992, among the Company and the Lehman Investors. (This
exhibit can be found as Exhibit 4(p) to the Company's
Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118 ) and is incorporated herein
by reference.)
5.01 Opinion of Debevoise & Plimpton.++
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of Debevoise & Plimpton (included in Exhibit
5.01).++
24.01 Powers of Attorney of certain officers and directors of the
Company (included on page II-10).
++ To be filed by amendment.
Item 17. Undertakings.
(a) Filings Incorporating Subsequent Exchange Act Documents
by Reference.
The undersigned registrant hereby undertakes that, for
purpose of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Acceleration of Effectiveness.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons, if any, of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person, if any, of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant
II-8
<PAGE>
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(c) Rule 430A.
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Infinity Broadcasting Corporation (i) certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and (ii) has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York,
State of New York, on this 15TH day of September, 1995.
INFINITY BROADCASTING CORPORATION
By /s/ Mel Karmazin
---------------------------------------
Mel Karmazin
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mel Karmazin and
Farid Suleman, and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any
and all capacities, to sign any or all amendments to this
Registration Statement, and any or all other Registration
Statements and amendments thereto that relate to the same
offering described in this Registration Statement and that are to
be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gerald Carrus Chairman of the Board of Directors September 13, 1995
--------------------------
Gerald Carrus and Treasurer
/s/ Michael A. Wiener Co-Chairman of the Board of Direc- September 15, 1995
--------------------------
Michael A. Wiener tors and Secretary
/s/ Mel Karmazin Director, President and Chief Execu- September 15, 1995
--------------------------
Mel Karmazin tive Officer (principal executive
officer)
/s/ Farid Suleman Director, Vice President--Finance, September 15, 1995
--------------------------
Farid Suleman and Chief Financial Officer (prin-
cipal financial officer)
/s/ Alan R. Batkin Director September 15, 1995
--------------------------
Alan R. Batkin
/s/ Steven A. Lerman Director September 15, 1995
--------------------------
Steven A. Lerman
/s/ Jeffrey Sherman Director September 15, 1995
--------------------------
Jeffrey Sherman
/s/ James L. Singleton Director September 15, 1995
--------------------------
James L. Singleton
/s/ James A. Stern Director September 15, 1995
--------------------------
James A. Stern
</TABLE>
II-10
<PAGE>
EXHIBIT INDEX
Exhibit.
--------
1.01 Form of U.S. Purchase Agreement.++
1.02 Form of International Purchase Agreement.+
4.01 Restated Certificate of Incorporation of the Company, as
amended October 22, 1993. (This Exhibit can be found as
Exhibit 3(a) to the Company's Report on Form 10-Q for
the quarter ended September 30, 1993 (File No. 0-14702)
and is incorporated herein by reference.)
4.02 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, dated August 8, 1995 and
filed with the Commission on August 9, 1995. (This
Exhibit can be found as Exhibit 3(b) to the Company's
Report on Form 10-Q for the quarter ended June 30, 1995
(File No. 0-14702) and is incorporated herein by
reference.)
4.03 Amended and Restated By-Laws of the Company. (This
Exhibit can be found as Exhibit 3(b) to the Company's
Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is incorporated herein
by reference.)
4.04 Amended and Restated Stockholders' Agreement, dated as
of February 5, 1992, among the Company, Michael A.
Wiener, Gerald Carrus, Mel Karmazin and the Lehman
Investors. (This Exhibit can be found as Exhibit 4(j)
to the Company's Registration Statement on Forms S-1 and
S-3 (Registration No. 33-46118) and is incorporated
herein by reference.)
4.05 Warrant Certificates, dated January 28, 1992, certifying
that Shearson Lehman Hutton Capital Partners II L.P. is
the owner of warrants to purchase 3,550,424 shares of
Class C Common Stock, par value $.002 per share, of the
Company. (This Exhibit can be found as Exhibit 4(l) to
the Company's Registration Statement on Forms S-1 and S-
3 (Registration No. 33-46118) and is incorporated herein
by reference.)
4.06 Warrant Certificates, dated January 28, 1992, certifying
that Lehman Brothers Merchant Banking Portfolio
Partnership L.P. is the owner of warrants to purchase
5,222,385 shares of Class C Common Stock, par value
$.002 per share, of the Company. (This Exhibit can be
found as Exhibit 4(m) to the Company's Registration
Statement on Forms S-1 and S-3 (Registration No. 33-46118)
and is incorporated herein by reference.)
4.07 Warrant Certificates, dated December 14, 1993,
certifying that Shearson Lehman Hutton Offshore
Investment Partnership L.P. is the owner of warrants to
purchase 1,154,198 shares of Class C Common Stock, par
value $.002 per share, of the Company. (This Exhibit can
be found as Exhibit 4(j) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993
(File No. 0-14702) and is incorporated herein by
reference.)
4.08 Warrant Certificates, dated December 14, 1993,
certifying that Shearson Lehman Hutton Offshore
Investment Partnership Japan L.P. is the owner of
warrants to purchase 3,476,282 shares of Class C Common
Stock, par value $0.002 per share, of the Company.
(This Exhibit can be found as Exhibit 4(k) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (File No. 0-14702) and is
incorporated herein by reference.)
4.09 Securities Exchange Agreement, dated as of January 28,
1992, among the Company and the Lehman Investors. (This
exhibit can be found as Exhibit 4(p) to the Company's
Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118 ) and is incorporated herein
by reference.)
5.01 Opinion of Debevoise & Plimpton.++
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of Debevoise & Plimpton (included in Exhibit
5.01).++
24.01 Powers of Attorney of certain officers and directors of the
Company (included on page II-10).
---------------------
++ To be filed by amendment.
EHXIBIT 23.01
CONSENT OF INDEPENDENT CERFTIFIED PUBLIC ACCOUNTANTS
----------------------------------------------------
The Board of Directors
Infinity Broadcasting Corporation:
We consent to the use of our report incorporated herein by reference and to our
firm under the headings "Summary Consolidated Financial Information" and
"Experts" in each of the Prospectuses.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
New York , New York
September 15, 1995
