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EXHIBIT 99.5
[Front of Proxy Card]
INFINITY BROADCASTING CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
[MONTH, DATE], 2001
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INFINITY BROADCASTING CORPORATION
The undersigned hereby appoints [______________], [________________] and
[____________], and each of them with full power to act without the others, 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 at [Location], on [Month, Date], 2001, at [Time], 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.
IMPORTANT -- This Proxy must be completed, signed and dated on the reverse
side.
(Continued 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
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
