SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event
reported: March 26, 1996
INFINITY BROADCASTING CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-14702 13-2766282
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
600 MADISON AVENUE, NEW YORK, NEW YORK 10022
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(Address of principal (Zip Code)
executive offices)
(212) 750-6400
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(Registrant's telephone number)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On March 26, 1996 Infinity Broadcasting Corporation (the "Company")
completed the acquisition of all of the outstanding stock of TDI Worldwide,
Inc., a seller of advertising space on buses and transit systems, for a total
purchase price of approximately $300,000,000.
The purchase price of the acquisition was funded by bank borrowings of
approximately $230,000,000 under the Company's Second Amended and Restated
Credit Agreement, dated as of December 22, 1994 (the "Credit Agreement"), with a
syndicated group of bank lenders and through the issuance of approximately 2.4
million newly issued shares of the Company's Class A Common Stock (as adjusted
for the Company's three-for-two stock split payable on April 11, 1996).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
As of the date on which this Report on Form 8-K is required to be filed, it
is impracticable to provide the financial statements and pro forma financial
information required by this Item 7. Accordingly, as permitted by subsections
(a) (4) and (b) (2) of this Item 7, the Company will file the required
statements and information as soon as such material is available, and in no
event later that 60 days after the date of this Report on Form 8-K. Such filing
shall be made under cover of Form 8-K/A.
(c) Exhibits.
Exhibit
NUMBER DESCRIPTION OF EXHIBIT
_______ ______________________
2(a) Stock Purchase Agreement, dated as of February 22, 1996, by
and among the Company, William M. Apfelbaum, each of the
other stockholders of TDI Worldwide, Inc. identified on
Schedule 4.2 thereto. (This exhibit can be found as Exhibit 2
(i) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (File No. 0-14702 and
is incorporated herein by reference.)
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INFINITY BROADCASTING CORPORATION
Dated: April 10, 1996
By /S/ FARID SULEMAN
______________________________
Farid Suleman
Vice President-Finance
and Chief Financial
Officer
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