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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)
Infinity Broadcasting Corporation
---------------------------------
(Name of Issuer)
Class A Common Stock, Par Value $.01 per share
----------------------------------------------
(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.
1515 Broadway
Viacom Inc.
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
August 14, 2000
---------------
(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. Seess. 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).
CUSIP No. 456-62S-10-2
SCHEDULE 13D/A
- --------- ----------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No.of Above Person
SUMNER M. REDSTONE
S.S. NO.
- --------- ----------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
- --------- ----------------------------------------------------------------------
3 SEC Use Only
- --------- ----------------------------------------------------------------------
4 Source of Funds (See Instructions): OO(1)
- --------- ----------------------------------------------------------------------
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 7 Sole Voting Power: 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power: 700,000,000
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 Sole Dispositive Power: 0
PERSON -----------------------------------------------------------
WITH 10 Shared Dispositive Power: 700,000,000
- -------------------------------- ------ ----------------------------------------
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)
- --------- ----------------------------------------------------------------------
14 Type of Reporting Person (See Instructions): IN
- --------- ----------------------------------------------------------------------
- ------------------------
(1) Pursuant to the Proposed Transaction (as defined in Item 4), subject to
the conditions specified therein, 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.
CUSIP No. 456-62S-10-2
SCHEDULE 13D/A
- --------- ----------------------------------------------------------------------
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
- --------- ----------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
- --------- ----------------------------------------------------------------------
3 SEC Use Only
- --------- ----------------------------------------------------------------------
4 Source of Funds (See Instructions): OO(1)
- --------- ----------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
- --------- ----------------------------------------------------------------------
6 Citizenship or Place of Organization: New York
- -------------------------------- ------ ----------------------------------------
NUMBER OF 7 Sole Voting Power: 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power: 700,000,000
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 Sole Dispositive Power: 0
PERSON -----------------------------------------------------------
WITH 10 Shared Dispositive Power: 700,000,000
- -------------------------------- ------ ----------------------------------------
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)
- --------- ----------------------------------------------------------------------
14 Type of Reporting Person (See Instructions): CO
- --------- ----------------------------------------------------------------------
- ------------------------
(1) Pursuant to the Proposed Transaction (as defined in Item 4), subject to
the conditions specified therein, 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.
This Amendment No. 1 (this "Amendment") amends the Statement
on Schedule 13D filed with the Securities and Exchange Commission on May 15,
2000 (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.
The potential acquisition of Class A Shares reported in this
Amendment and described in Item 4 would be made by issuing shares of Class B
Common Stock, par value $.01 per share, of Viacom."
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 August 14, 2000, Viacom delivered to the Board of Directors
of the Issuer a letter dated August 14, 2000 (the "Proposal Letter") in which
Viacom offered to acquire through a stock-for-stock merger transaction (the
"Proposed Transaction") all the issued and outstanding Class A Shares not
currently owned by Viacom. Pursuant to the Proposed Transaction, each Class A
Share would be converted into the right to receive 0.564 of a share of Class B
Common Stock, par value $.01 per share, of Viacom. The merger proposal is
subject to approval of Infinity's independent directors. Viacom anticipates that
upon completion of the Proposed Transaction, 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 Exchange Act of 1934, as amended (the "Act"). The Proposal Letter
is attached hereto as Exhibit 99.1 and is incorporated herein by reference in
its entirety.
On August 15, 2000, Viacom issued a press release relating to
the events described above. Such press release 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 7. Material to be filed as Exhibits
99.1 Proposal Letter, dated August 14, 2000, from Viacom to the Board
of Directors of the Issuer.
99.2 Press Release issued by Viacom on August 15, 2000.
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: August 15, 2000
/s/ Sumner M. Redstone
------------------------
Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
------------------------
Name: Sumner M. Redstone
Title: Chairman and Chief
Executive Officer
NAIRI, Inc.
By: /s/ Sumner M. Redstone
------------------------
Name: Sumner M. Redstone
Title: Chairman and President
Viacom Inc.
By: /s/ Michael D. Fricklas
-------------------------
Name: Michael D. Fricklas
Title: Executive Vice President,
General Counsel and
Secretary
Westinghouse/CBS Holding
Company, Inc.
By: /s/ Angeline C. Straka
------------------------
Name: Angeline C. Straka
Title: Vice President and Secretary
CBS Broadcasting Inc.
By: /s/ Angeline C. Straka
------------------------
Name: Angeline C. Straka
Title: Vice President and Secretary
Exhibit Index
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Exhibit No. Description
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99.1 Proposal Letter, dated August 14, 2000, from Viacom to
the Board of Directors of the Issuer.
99.2 Press Release issued by Viacom on August 15, 2000.
August 14, 2000
Board of Directors
Infinity Broadcasting Corporation
40 West 57th Street
New York, NY 10019
Viacom Inc. is pleased to offer to acquire the equity interest
represented by all of the outstanding shares of common stock of Infinity
Broadcasting Corporation not currently owned by Viacom as follows:
1. Infinity would merge with a wholly owned subsidiary of Viacom.
In the merger, each share of Infinity Class A Common Stock
(the "Shares") would be converted into the right to receive
0.564 of a share of Viacom Class B Common Stock with a value
of $40.04 per Share at today's closing price of $71.00 per
share of Viacom. All employee stock options would be converted
into stock options to acquire shares of Viacom Class B Common
Stock, on existing terms, with appropriate adjustment to
reflect the exchange ratio; and
2. Consummation of the merger would be subject to the approval of
the merger by the independent directors of Infinity, as
described below, as well as approval by the Board of Directors
of Infinity and such other terms and conditions as are
customary for a transaction of this type. A proposed draft of
a merger agreement is enclosed with this letter.
We assume that the two independent directors of Infinity, Mr. Bruce S.
Gordon and Mr. Jeffrey Sherman, will constitute a special committee to consider
our offer and that such special committee will retain its own financial and
legal advisors to assist in its deliberations and negotiation of the merger
agreement.
We believe that our offer is fair to, and in the best interest of,
Infinity and its public stockholders. At the close of business on August 14,
2000, the proposed acquisition price represented a 13.6% premium over the price
of the Shares on the New York Stock Exchange.
Board of Directors
Infinity Broadcasting Corporation
August 14, 2000
In considering our proposal, you should be aware that we are interested
only in acquiring the publicly held Shares and are not interested in selling our
interest in Infinity.
As you know, the Viacom/CBS merger is off to an extraordinary start.
Our core businesses are performing at record levels, both financially and
creatively. Our offer would provide Infinity shareholders with a significant
premium on a tax-free basis, while allowing them to continue to participate in
the extraordinary opportunity created by the combination of our companies. The
resulting company would be stronger, both financially and operationally, than
either company is alone, enhancing its position as the No. 1 vehicle in the
world for advertisers and its leading position as a creator, promoter and
distributor of entertainment, news, sports and music.
We are available to meet with you to discuss this proposal at your
convenience.
Very truly yours,
/s/ Sumner M. Redstone
VIACOM OFFERS TO PURCHASE FULL OWNERSHIP OF
INFINITY BROADCASTING CORPORATION
New York, NY, August 15, 2000 - Viacom Inc. (NYSE: VIA, VIA.B) announced today
that it has offered to purchase the remaining shares of Infinity Broadcasting
Corporation (NYSE: INF) that it does not currently own for 0.564 of a share of
Viacom Class B Common Stock per share in a merger transaction.
Based on the Viacom Class B Common Stock closing price of $71.00 on August 14,
2000, the per share consideration equals $ 40.04 per share of Infinity Class A
Common Stock, representing a 13.6% premium over the Infinity Class A Common
Stock closing price of $35.25 per share on that date. Viacom currently holds
100% of Infinity's Class B Common Stock, which represents approximately
64.3% of the equity of Infinity and approximately 90.0% of the combined voting
power of Infinity's Class A and Class B Common Stock. Viacom does not
currently hold any of Infinity's Class A Common Stock.
Sumner M. Redstone, Chairman and Chief Executive Officer of Viacom, said, "With
both Viacom's and Infinity's core businesses performing at record levels, it is
the perfect time to bring them more closely together. Under Mel Karmazin's
leadership, Infinity has become the most successful radio and outdoor
advertising company in the world. Combining Infinity with Viacom will now create
a company that is financially even stronger and strategically even better
positioned to generate superior returns to shareholders."
Mel Karmazin, President and Chief Operating Officer of Viacom, said, "While the
Infinity IPO has been extraordinarily successful, we believe that Infinity
stockholders can realize even greater value through Viacom's offer. Not only
does the offer provide a significant premium on a tax-free basis, it also
enables Infinity shareholders to participate in the extraordinary opportunity
created by Infinity's full integration with Viacom's unique and powerful
businesses."
The merger proposal is subject to approval of Infinity's independent directors.
Investors are urged to read the relevant documents that will be filed with the
Securities and Exchange Commission by Viacom if the merger transaction proceeds
because they will contain important information. You will be able to obtain a
free copy of the documents filed with the Commission by Viacom and Infinity at
the Commission's website at http://www.sec.gov. 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, NY 10036 or www.viacom.com.
Viacom is the No. 1 platform in the world for advertisers, with preeminent
positions in broadcast and cable television, radio, outdoor advertising, and
online. With programming that appeals to audiences in every demographic category
across virtually all media, the company is a leader in the creation, promotion,
and distribution of entertainment, news, sports, and music. Viacom's well-known
brands include CBS, MTV, Nickelodeon, VH1, Paramount Pictures, Infinity
Broadcasting, UPN, TNN, CMT, Showtime, Blockbuster, and Simon & Schuster. More
information about Viacom and its businesses is available at www.viacom.com.
Contacts:
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Carl Folta
212-258-6352
Susan Duffy
212-258-6347