SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 2)
Infinity Broadcasting Corporation
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(Name of Issuer)
Class A Common Stock, Par Value $.01 per share
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(Title of Class of Securities)
456-62S-10-2
(CUSIP Number)
Sumner M. Redstone
National Amusements, Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (781) 461-1600
with a copy to:
Michael D. Fricklas, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
October 30, 2000
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 456-62S-10-2
SCHEDULE 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
S.S. NO.
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2 Check the Appropriate Box if a Member of a Group:
(a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions): OO(1)
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5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): |_|
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6 Citizenship or Place of Organization: United States
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NUMBER OF SHARES 7 Sole Voting Power: 0
BENEFICIALLY -----------------------------------------------
8 Shared Voting Power: 700,000,000
OWNED BY EACH
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REPORTING 9 Sole Dispositive Power: 0
PERSON -----------------------------------------------
10 Shared Dispositive Power: 700,000,000
WITH
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
700,000,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
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13 Percent of Class Represented by Amount in Row (11):
64%(2)
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14 Type of Reporting Person (See Instructions): IN
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1 Pursuant to the Merger (as defined in Item 4), subject to the
conditions specified in the Merger Agreement (as defined in Item 4),
Viacom Inc. will acquire all of the outstanding shares of Class A
Common Stock, par value $.01 per share, of Infinity Broadcasting
Corporation, in exchange for shares of Class B Common Stock, par value
$.01 per share, of Viacom Inc.
2 Class B Common Shares carry five votes per share which effectively
gives the Reporting Persons 90% of the voting power.
<PAGE>
CUSIP No. 456-62S-10-2
SCHEDULE 13D/A
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CBS Broadcasting Inc.
I.R.S. No. 13-0590730
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2 Check the Appropriate Box if a Member of a Group:
(a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions): OO(1)
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): |_|
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6 Citizenship or Place of Organization: New York
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NUMBER OF SHARES 7 Sole Voting Power: 0
BENEFICIALLY -----------------------------------------------
8 Shared Voting Power: 700,000,000
OWNED BY EACH
-----------------------------------------------
REPORTING 9 Sole Dispositive Power: 0
PERSON -----------------------------------------------
10 Shared Dispositive Power: 700,000,000
WITH
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
700,000,000
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): |_|
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11):
64%(2)
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14 Type of Reporting Person (See Instructions): CO
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1 Pursuant to the Merger (as defined in Item 4), subject to the
conditions specified in the Merger Agreement (as defined in Item 4),
Viacom Inc. will acquire all of the outstanding shares of Class A
Common Stock, par value $.01 per share, of Infinity Broadcasting
Corporation, in exchange for shares of Class B Common Stock, par value
$.01 per share, of Viacom Inc.
2 Class B Common Shares carry five votes per share which effectively
gives the Reporting Persons 90% of the voting power.
<PAGE>
This Amendment No. 2 (this "Amendment") amends the Statement
on Schedule 13D filed with the Securities and Exchange Commission on May 15,
2000, as previously amended (the "Schedule 13D"), by Mr. Sumner M. Redstone,
National Amusements, Inc. ("NAI"), NAIRI, Inc. ("NAIRI"), Viacom Inc.
("Viacom"), Westinghouse CBS Holding Company, Inc. ("W/CBS HCI") and CBS
Broadcasting Inc. ("CBSBI") (collectively, the "Reporting Persons"). This
Amendment is filed with respect to the Class A Common Stock, $.01 par value per
share (the "Class A Shares"), of Infinity Broadcasting Corporation, a Delaware
corporation (the "Issuer"). Capitalized terms used in the Amendment and not
otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety to read
as follows:
"The Issuer's Class B Shares were acquired by the Reporting
Persons, other than CBSBI and W/CBS HCI which previously owned the subject
shares, pursuant to the merger of CBS Corporation ("CBS"), of which CBSBI and
W/CBS HCI were, respectively, indirect and direct wholly owned subsidiaries,
with and into Viacom on May 4, 2000.
In the proposed Merger reported in this Schedule 13D, as
amended, and described in Item 4, Viacom will issue 0.592 of a share of Class B
Common Stock, par value $.01 per share, of Viacom ("Viacom Class B Shares") for
each outstanding Common Share of the Issuer."
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety to read
as follows:
"The Issuer's Class B Shares were acquired by the Reporting
Persons, other than CBSBI and W/CBS HCI which previously owned the subject
shares, pursuant to the merger of CBS, of which CBSBI and W/CBS HCI were,
respectively, indirect and direct wholly owned subsidiaries, with and into
Viacom on May 4, 2000. The Reporting Persons may, at any time and from time to
time, purchase additional Common Shares of the Issuer and may dispose of any and
all Common Shares of the Issuer held by them.
On October 30, 2000, Viacom, IBC Merger Corp., a Delaware
corporation and a direct wholly owned subsidiary of Viacom ("Merger Sub"), and
the Issuer entered into a definitive agreement and plan of merger (the "Merger
Agreement") pursuant to which the Issuer will merge with and into Merger Sub
(the "Merger") and Viacom will acquire all the issued and outstanding Class A
Shares not currently owned by Viacom. In the Merger, each outstanding Class A
Share will be converted into the right to receive 0.592 of a Viacom Class B
Share.
Viacom anticipates that upon completion of the Merger, Viacom
will seek to cause the Class A Shares to be delisted from trading on the New
York Stock Exchange and to cause the termination of registration of the Class A
Shares pursuant to Section 12 of the Securities and Exchange Act of 1934, as
amended (the "Act").
<PAGE>
A copy of the Merger Agreement is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
A copy of the press release issued by Viacom and the Issuer on
October 31, 2000 is attached hereto as Exhibit 99.2.
Other than as set forth herein, the Reporting Persons have no
current plan or proposal which relates to, or would result in, any of the
actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D."
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and restated in
its entirety to read as follows:
"Except as described herein, none of the Reporting Persons
have entered into any, or amended any existing, agreement with respect to the
Common Shares or other securities of the Issuer since the prior statement on
Schedule 13D, or amendment thereto, that was filed by certain of the Reporting
Persons or any predecessor thereof. Viacom, as successor by merger to CBS, has
assumed all the rights and obligations of CBS."
Item 7. Material to be filed as Exhibits
99.1 Agreement and Plan of Merger among Viacom Inc., IBC Merger Corp.
and Infinity Broadcasting Corporation, dated as of October 30,
2000.
99.2 Press Release issued by Viacom Inc. and Infinity Broadcasting
Corporation on October 31, 2000.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned
agrees that this statement is filed on behalf of each of us.
Dated: October 31, 2000
/s/ Sumner M. Redstone
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Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
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Name: Sumner M. Redstone
Title: Chairman and Chief
Executive Officer
NAIRI, Inc.
By: /s/ Sumner M. Redstone
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Name: Sumner M. Redstone
Title: Chairman and President
Viacom Inc.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Executive Vice President,
General Counsel and
Secretary
Westinghouse/CBS Holding
Company, Inc.
By: /s/ Angeline C. Straka
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Name: Angeline C. Straka
Title: Vice President and Secretary
CBS Broadcasting Inc.
By: /s/ Angeline C. Straka
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Name: Angeline C. Straka
Title: Vice President and Secretary
<PAGE>
Exhibit Index
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Exhibit No. Description
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99.1 Agreement and Plan of Merger among
Viacom Inc., IBC Merger Corp. and
Infinity Broadcasting Corporation,
dated as of October 30, 2000.
99.2 Press Release issued by Viacom Inc.
and Infinity Broadcasting
Corporation on October 31, 2000.
