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EXHIBIT 99.5
[Front of Proxy Card]
INFINITY BROADCASTING CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 21, 2001
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INFINITY BROADCASTING CORPORATION
The undersigned hereby appoints Mel Karmazin and Farid Suleman, and each of them
with full power to act without the other, as proxies of the undersigned, each
with full power of substitution, to represent the undersigned and to vote on
behalf of the undersigned all of the shares of Class A common stock, par value
$0.01 per share, of Infinity Broadcasting Corporation ("Infinity") which the
undersigned is entitled in any capacity to vote if personally present at the
Special Meeting of Stockholders of Infinity to be held in New York City, on
February 21, 2001, at 10:30 a.m., local time, and at any and all adjournments or
postponements thereof, upon the proposal listed on the reverse side of this
Proxy and more fully described in the Notice of Special Meeting of Stockholders
and the Infinity and Viacom Inc. Proxy Statement/Prospectus related to the
Special Meeting, and, in their discretion, upon all matters incident to the
conduct of the Special Meeting and upon all matters presented at the Special
Meeting but which were not known to the Board of Directors of Infinity at a
reasonable time before the solicitation of this proxy.
This Proxy revokes all prior proxies given by the undersigned and, when properly
executed and returned in a timely manner, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this Proxy,
when properly executed, will be voted FOR the proposal set forth on the reverse
hereof and in the discretion of the proxies on all other matters that may
properly come before the Special Meeting or any adjournments or postponements
thereof. The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders and the Proxy Statement/Prospectus (with all enclosures
and attachments) related to the Special Meeting.
If you are a participant in an employee savings plan (or 401(k) Plan) through
which you own an interest in Infinity Class A common stock, this proxy card will
also constitute your voting instructions to the trustee under that plan.
IMPORTANT -- This Proxy must be completed, signed and dated on the reverse
side.
Continued and to be signed on reverse side
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[Back of Proxy Card]
[X] Please mark your vote as in this example.
THE INFINITY BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. The adoption of the Agreement and Plan of Merger, dated as of October
30, 2000, among Viacom Inc., a Delaware corporation, IBC Merger Corp.,
a Delaware corporation and a wholly owned subsidiary of Viacom Inc.,
and Infinity Broadcasting Corporation, a Delaware corporation, and the
approval of the merger of Infinity Broadcasting Corporation with and
into IBC Merger Corp. provided for therein.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ] Mark here if you plan to attend the meeting.
This Proxy must be signed exactly as your name appears hereon. Please sign
name exactly as imprinted (do not print). Please include any changes in
address. If shares are held jointly, EACH holder should sign. Executors,
administrators, trustees, guardians and others signing in a representative
capacity should indicate the capacity in which they sign. An authorized officer
may sign on behalf of a corporation and should indicate the name of the
corporation and his or her capacity.
_______________________________ Dated:____________________
Signature
_______________________________ Dated:____________________
Signature if jointly held
PLEASE MARK, DATE AND RETURN THIS PROXY PROMPTLY
