Filed by: Viacom Inc.
This communication is filed pursuant to Rules 165 and 425
promulgated under the Securities Act of 1933, as amended
Subject Company: Infinity Broadcasting Corporation
Commission File No.: 001-14599
INFINITY ANNOUNCES MEETING OF STOCKHOLDERS
TO VOTE ON MERGER WITH VIACOM
Companies Continue To Expect Completion of Merger
In First Quarter of 2001
New York, New York, January 5, 2001 - Infinity Broadcasting Corporation (NYSE:
INF) and Viacom Inc. (NYSE: VIA and VIA.B) announced today that Infinity will
hold a meeting of its stockholders to seek approval on the merger of the two
companies. The companies decided to seek stockholder approval after a recent
Delaware Chancery Court decision involving another corporation (Digex, Inc.
Shareholders Litigation) created uncertainty about whether such a vote might be
required for Delaware corporations, such as Infinity. The stockholder meeting is
expected to occur in the first quarter of 2001. The closing of the merger is
expected to occur promptly following the meeting.
The companies also announced that in a show of support for the merger,
Infinity's two largest stockholders other than Viacom, Arturo R. Moreno and
William S. Levine, have agreed to vote their shares in favor of the transaction.
Mel Karmazin, President and Chief Operating Officer of Viacom, said, "Our
stockholders have been overwhelmingly enthusiastic about the transaction, which
is a win-win for Viacom and Infinity. In light of the Delaware decision, we
decided to seek a shareholder vote to eliminate any uncertainty created by the
ruling."
Stockholders of record on January 16, 2001 will be entitled to vote on the
proposed merger. Infinity will seek approval of two-thirds of the outstanding
voting shares, other than shares owned by Viacom or subject to the voting
agreement.
As previously announced, Infinity and Viacom have entered into a definitive
agreement under which Viacom will acquire all of the issued and outstanding
shares of Infinity Common Stock that it does not currently own for 0.592 of a
share of Viacom Class B Common Stock per share of Infinity Class A Common Stock.
Viacom currently holds 100% of the Infinity Class B Common Stock, which
represents approximately 64.2% of the total outstanding shares of the Infinity
Class A and Class B Common Stock and approximately 90% of the combined voting
power of the Infinity Class A and Class B Common Stock. Viacom does not
currently hold any of the Infinity Class A Common Stock.
<PAGE>
The Infinity Board of Directors approved the merger agreement after receiving
the unanimous recommendation of a special committee of independent directors,
which was advised by separate legal and financial advisors. The transaction was
also unanimously approved by the Board of Directors of Viacom.
Conference Call
Viacom will hold a conference call for investors and financial analysts on
Friday, January 5, at 8:30 a.m. (EST). The Chief Financial Officer and General
Counsel of Viacom and the Chief Financial Officer of Infinity will be available
to answer questions. The call is open to the general public. The conference call
number is 800-810-0924. Please call five minutes in advance to ensure that you
are connected prior to the presentation.
Investors are urged to read the proxy statement/prospectus that will be filed
with the Securities and Exchange Commission by Viacom and Infinity in connection
with the merger because it will contain important information, including the
identities of the participants in the solicitation of proxies from Infinity
stockholders and a description of such participants' interests in such
solicitation. You will be able to obtain a free copy of the proxy
statement/prospectus and other relevant documents filed with the Commission by
Viacom and Infinity at the Commission's website, http://www.sec.gov. Viacom and
Infinity investors will also be able to obtain a free copy of the relevant
documents by contacting Investor Relations at Viacom at: 800-516-4399, 1515
Broadway, New York, New York 10036 or www.viacom.com.
Note: a registration statement relating to the Viacom Class B common stock to be
issued in the above transaction has been filed with the Securities and Exchange
Commission, but has not yet become effective. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.
Contacts:
Media Carl Folta Susan Duffy
----- 212-258-6352 212-258-6347
Investors Marty Shea Jim Bombassei
--------- 212-846-6515 212-258-6377
