SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Amendment No.5
Under the Securities Exchange Act of 1934
Infinity Broadcasting Corporation
(Name of Issuer)
Class C Common Stock Warrants
(Title of Class of Securities)
456626100
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
( )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
14,147,461
6) Shared Voting Power
-0-
7) Sole Dispositive Power
14,147,461
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
14,147,461
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
19.72%
12) Type of Reporting Person
HC/CO
CUSIP No.
456626100
1) Names of Reporting Person
LB I Group Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2741778
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
5,665,980
6) Shared Voting Power
-0-
7) Sole Dispositive Power
5,665,980
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
5,665,980
10) Check if the Aggregate Amount in Row (9) Excludes Certainn Shares
(___)
11) Percent of Class Represented by Amount in Row 9
7.89%
12) Type of Reporting Person
HC/CO/OO
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354405
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
5,665,980
6) Shared Voting Power
-0-
7) Sole Dispositive Power
5,665,980
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
5,665,980
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
7.89%
12) Type of Reporting Person
PN
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Offshore Partners Ltd.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
4,630,481
6) Shared Voting Power
-0-
7) Sole Dispositive Power
4,630,481
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,630,481
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
6.45%
12) Type of Reporting Person
CO
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership--Japan L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
3,476,283
6) Shared Voting Power
-0-
7) Sole Dispositive Power
3,476,283
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,476,283
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
4.84%
12) Type of Reporting Person
PN
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
1,154,198
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,154,198
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,154,198
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
1.61%
12) Type of Reporting Person
PN
CUSIP No.
456626100
1) Names of Reporting Person
Lehman Brothers Capital Partners II, L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354406
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
3,851,000
6) Shared Voting Power
-0-
7) Sole Dispositive Power
3,851,000
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,851,000
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
11) Percent of Class Represented by Amount in Row 9
5.37%
12) Type of Reporting Person
PN
Item 1(a). Name of Issuer: Infinity Broadcasting Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
600 Madison Avenue
New York, New York 10022
Item 2(a). Name of Persons Filing:
Lehman Brothers Holdings Inc.
LB I Group Inc.
Lehman Brothers Offshore Partners Ltd.
Lehman Brothers Merchant Banking Portfolio Partnership L.P.
Lehman Brothers Offshore Investment Partnership L.P.
Lehman Brothers Capital Partners II, L.P.
Lehman Brothers Offshore Investment Partnership--Japan L.P.
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Class A Common
Item 2(e). CUSIP Number:
456626100
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1995
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security being reported on by the Parent Holding
Company
(Pursuant to Rule 113d-1(c)) LB I Group (HC&CO) is a GP of
certain reporting persons and Lehman Brothers Offshore Partners
Ltd (CO)is also a GP of certain reporting persons.
Item 8. Identification and Classification of Members of the Group
See item 2 (a)
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: December 31, 1995
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President
Secretary
LB I GROUP INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Secretary
LEHMAN BROTHERS OFFSHORE PARTNERS LTD.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP--JAPAN L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
LEHMAN BROTHERS CAPITAL PARTNERS II, L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
