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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of earliest event reported: June 26, 1996
INFINITY BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-14702 13-2766282
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
600 Madison Avenue, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
(212) 750-6400
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(Registrant's telephone number)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 26, 1996, Infinity Broadcasting Corporation (the "Company") completed
the acquisition of twelve radio stations located in Dallas-Fort Worth, Boston,
Baltimore, Atlanta and Orlando from various subsidiaries of Granum Holdings,
L.P. for a total purchase price of $410 million plus working capital (the
"Granum Acquisition") pursuant to a Stock Purchase Agreement, dated as of March
3, 1996, between the Company and Granum Holdings L.P. The radio stations are
KRBV-FM, KHVN-AM and KOAI-FM in Dallas-Fort Worth, WBOS-FM and WOAZ-FM in
Boston, WCAO-AM and WXYV-FM in Baltimore, WAOK-AM and WVEE-FM in Atlanta and
WHOO-AM, WHTQ-FM and WMMO-FM in Orlando (collectively, the "Stations").
Pursuant to the Telecommunications Act of 1996 (the "1996 Telecom Act"), the
Company, as a result of the completion of the Granum Acquisition, is required
to divest one FM station in Dallas in order to comply with the 1996 Telecom Act.
The purchase price of the Granum Acquisition was funded by bank borrowings
under the Company's Third Amended and Restated Credit Agreement dated as of
June 13, 1996 (the "Credit Agreement"), with a syndicated group of bank lenders.
The Company has entered into an agreement with Cox Broadcasting, Inc. to swap
radio stations in Orlando for Cox's radio stations in Chicago. The Cox stations
in Chicago are WCKG-FM and WYSY-FM. The Infinity stations are WHTQ-FM, WMMO-FM
and WHOO-AM in Orlando, Florida, which Infinity acquired in the Granum
Acquisition. In addition, Infinity has agreed to pay Cox $20 million. The
transaction has been structured as a tax-free like-kind exchange. The
consummation of the transaction is subject to certain conditions, including
approval of the Federal Communications Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(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
than 60 days after the date of this Report on Form 8-K. Such filing shall be
made under cover of Form 8-K/A.
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(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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2(a) Stock Purchase Agreement, dated as of March 3, 1996,
between the Company and Granum Holdings L.P. (This
exhibit can be found as Exhibit 2(j) to the Company's
Annual Report on Form 10-K for the fiscal year end
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: July 10, 1996
By /s/ FARID SULEMAN
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Farid Suleman,
Vice President-Finance
and Chief Financial Officer
