-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RFBOLXfA6xVuZNTbaff6PNaXy6BTZfNAJZJDxLkI/1AiNBYZ2Row0Dp9f8o9XqrL 2511YIbv1L3fj3ePVSuVwA== 0000106413-99-000019.txt : 19991231 0000106413-99-000019.hdr.sgml : 19991231 ACCESSION NUMBER: 0000106413-99-000019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FTM MEDIA INC CENTRAL INDEX KEY: 0001004991 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 840928022 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57363 FILM NUMBER: 99783788 BUSINESS ADDRESS: STREET 1: 6991 EAST CAMELBACK ROAD STREET 2: #D103 CITY: SCOTTSDALE, STATE: AZ ZIP: 85251 BUSINESS PHONE: 4804250099 MAIL ADDRESS: STREET 1: 11 SUNDIAL CIRCLE #17 STREET 2: P O BOX 3463 CITY: CAREFREE STATE: AZ ZIP: 85377 FORMER COMPANY: FORMER CONFORMED NAME: REDWOOD BROADCASTING INC DATE OF NAME CHANGE: 19961003 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT FINANCIAL HOLDING CORP DATE OF NAME CHANGE: 19951215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY BROADCASTING CORP /DE/ CENTRAL INDEX KEY: 0001070518 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 134030071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 40 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123149200 MAIL ADDRESS: STREET 1: 40 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: INFINITY MEDIA CORP DATE OF NAME CHANGE: 19980917 SC 13D 1 SC-13D OF INFINITY BROADCASTING AND SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------------------------------ FTM MEDIA, INC. (F/K/A REDWOOD BROADCASTING, INC.) ------------------------------------------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $0.004 PER SHARE (Title of Class of Securities) 457961100 (CUSIP Number) ANGELINE C. STRAKA VICE PRESIDENT AND SECRETARY INFINITY BROADCASTING CORPORATION 40 WEST 57TH STREET NEW YORK, NEW YORK 10019 (212) 975-4321 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1999 (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 Rule 13-1(e), 13d-1(f) or 13d-1(g), check the following box [] ----------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Infinity Broadcasting Corporation 13-4030071 --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)[ ] (b)[X] -------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------- 4 SOURCE OF FUNDS OO --------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,500,000 BENEFICIAL- --------------------------------------------- LY OWNED BY EACH 8 SHARED VOTING POWER REPORTING 5,519,775 PERSON WITH --------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,500,000 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 --------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 --------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% --------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO --------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Infinity Media Corporation 13-2766282 --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ] (b) [X] --------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------- 4 SOURCE OF FUNDS OO --------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,500,000 BENEFICIALLY --------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 5,519,775 REPORTING ---------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 1,500,000 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 --------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 --------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% --------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO --------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Schedule 13D statement relates to the common stock, par value $0.004 per share ("Common Stock"), of FTM Media, Inc. (f/k/a Redwood Broadcasting, Inc.), a Colorado corporation (the "Issuer"). The principal executive office and principal business address of the Issuer is located at 6991 East Camelback Road, Suite D-103, Scottsdale, Arizona 85251. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this Schedule 13D statement are: (i) Infinity Broadcasting Corporation ("Infinity Broadcasting"), a Delaware corporation, whose principal executive office and principal business address is located at 40 West 57th Street, New York, New York 10019; and (ii) Infinity Media Corporation ("Infinity Media"), a wholly owned subsidiary of Infinity Broadcasting, whose principal executive office and principal business address is located at 40 West 57th Street, New York, New York 10019. Infinity Broadcasting conducts its business directly and through various subsidiaries, including Infinity Media. The operations of Infinity Broadcasting and Infinity Media principally relate to radio broadcasting and outdoor advertising. During the last five years, neither Infinity Broadcasting, Infinity Media nor, to the knowledge of Infinity Broadcasting or Infinity Media, any executive officer or director of Infinity Broadcasting or Infinity Media, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The attached Schedule I is a list of the directors and executive officers of each of Infinity Broadcasting and Infinity Media which contains the following information with respect to each such person: (a) name; (b) business address; and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Each such person identified on the attached Schedule 1 hereto is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 31, 1999, Infinity Media and certain other shareholders (collectively, the "INRG Shareholders") of Interactive Radio Group, Inc., a Delaware corporation ("INRG"), entered into a Contribution Agreement with the Issuer (the "Contribution Agreement"), pursuant to which the Issuer acquired 4,415,820 shares of the common stock of INRG from the INRG Shareholders in exchange for the issuance of 5,519,775 shares of Issuer's Common Stock. This represented a ratio of 1.25 shares of Issuer's Common Stock for each share of INRG common stock exchanged. Pursuant to the Contribution Agreement, Infinity Media acquired 1,500,000 shares of Common Stock of Issuer in exchange for a contribution of 1,200,000 shares of INRG common stock held by Infinity Media. A copy of the Contribution Agreement is attached as Exhibit 1 hereto and is incorporated in its entirety herein by reference. ITEM 4. PURPOSE OF TRANSACTION. Infinity Media acquired beneficial ownership of its shares of Common Stock pursuant to the Contribution Agreement for investment purposes. Pursuant to the terms of the Contribution Agreement, the individuals whom serve as directors of INRG were also appointed to serve as directors of the Issuer. Infinity Media, as an INRG Shareholder and a party to the Contribution Agreement, is presently represented on the Issuer's board of directors. Further pursuant thereto, the Issuer is bound to use commercially reasonably efforts to (i) enter into a merger agreement with a Delaware corporation pursuant to which the Issuer would be merged with and into such Delaware corporation as the surviving corporation, and (ii) cause a registration statement to be filed and to become effective with respect to stock issued in connection with such merger. On September 22, 1999, the board of directors of INRG approved the merger of INRG into the Issuer, and, on the same date, the Issuer's board of directors (which has the same directors as INRG) approved the reincorporation of the Issuer in Delaware through the merger of the Issuer into a Delaware corporation. Except as set forth in this Schedule 13D statement, neither Infinity Broadcasting nor Infinity Media has any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board or management of the Issuer; (e) any material change in the Issuer's capitalization or dividend policy; (f) any change in the Issuer's charter or bylaws, or other instrument corresponding thereto, or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted; (i) a class of equity securities of the Issuer becoming eligible for termination of registration; or (j) any action similar to any of those enumerated above. However, Infinity Broadcasting and Infinity Media reserve the right to implement a different course of action at any time in the future depending upon their assessment of such criteria as may be significant to them. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. To the best knowledge of Infinity Broadcasting and Infinity Media, the aggregate number of shares of Issuer's Common Stock outstanding as of October 20, 1999 was 6,524,356. (a) Infinity Media directly holds 1,500,000 shares of Issuer's Common Stock, representing approximately 22.9% of the 6,524,356 shares of Issuer's Common Stock issued and outstanding as of October 20, 1999. As the sole shareholder of Infinity Media, Infinity Broadcasting may be deemed to beneficially own of all the Common Stock directly held by Infinity Media. By virtue of the Contribution Agreement, Infinity Media may be deemed a member of a "group" with the other INRG Shareholders within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. The 5,519,775 shares of Common Stock owned by the INRG Shareholders represent approximately 84% of the 6,524,356 shares of Issuer's Common Stock issued and outstanding as of October 20, 1999. Infinity Broadcasting and Infinity Media expressly disclaim beneficial ownership of any shares of the Issuer's Common Stock except the 1,500,000 shares directly held by Infinity Media. (b) Infinity Media, or Infinity Broadcasting acting through Infinity Media, possesses sole power to vote, or to direct the vote of, the 1,500,000 shares of the Common Stock directly held by Infinity Media. With respect solely to the election of certain directors pursuant to the Contribution Agreement, Infinity Media may be deemed to have shared voting power with respect to 5,519,775 shares of the Issuer's Common Stock. Infinity Media, or Infinity Broadcasting acting through Infinity Media, possesses sole power to dispose, or to direct the disposition of, the 1,500,000 shares of Issuer's Common Stock directly held by Infinity Media. (c) During the past 60 days, neither Infinity Broadcasting nor Infinity Media has effected any transactions in the shares of Issuer's Common Stock except as disclosed in this Schedule 13D statement. (d) Except as may be disclosed in this Schedule 13D statement, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, any of the Common Stock directly held by Infinity Media. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as described in this Schedule 13D statement, neither Infinity Broadcasting nor Infinity Media has any contracts, arrangements, understandings or relationships with any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Attached to this Schedule 13D statement and filed with this statement as an exhibit is the following document: Exhibit 1. Contribution Agreement, dated as of March 31, 1999 by and among the Issuer and certain shareholders of Interactive Radio Group, Inc., a Delaware corporation. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: December 29, 1999. INFINITY BROADCASTING CORPORATION By: /s/ Angeline C. Straka --------------------------- Name: Angeline C. Straka Title: Vice President and Secretary INFINITY MEDIA CORPORATION By: /s/ Angeline C. Straka --------------------------- Name: Angeline C. Straka Title: Vice President and Secretary SCHEDULE I A. INFINITY BROADCASTING CORPORATION NAME, BUSINESS ADDRESS, AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF INFINITY BROADCASTING CORPORATION I. DIRECTORS OF INFINITY BROADCASTING CORPORATION NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT -------------------------- ------------------------------ Mel Karmazin President and Chief Executive CBS Corporation Officer 51 W. 52nd Street CBS Corporation New York, NY 10019 Chairman, President, and Chief Executive Officer Infinity Broadcasting Corporation 51 West 52nd Street New York, NY 10019 Farid Suleman Vice President and Treasurer Infinity Broadcasting CBS Corporation, and Corporation Executive Vice President, Chief 40 West 57th Street Financial Officer and Treasurer New York, NY 10019 Infinity Broadcasting Corporation 40 West 57th Street New York, NY 10019 George H. Conrades Chairman and CEO AKAMAI Technologies AKAMAI Technologies 201 Broadway 201 Broadway Cambridge, MA 02139 Cambridge, MA 02139 Robert D. Walter Chairman and Chief Executive Cardinal Health, Inc. Officer 7000 Cardinal Place Cardinal Health, Inc. Dublin, OH 43017 7000 Cardinal Place Dublin, OH 43017 Paula Stern President The Stern Group, Inc. The Stern Group, Inc. 3314 Ross Place NW 3314 Ross Place NW Washington, DC 20008 Washington, DC 20008 Richard R. Pivirotto President Richard R. Pivirotto Co., Richard R. Pivirotto Co., Inc. Inc. 111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd. Greenwich, CT 06830 Greenwich, CT 06830 Jeffrey Sherman President and Chief Operating Bloomingdale's Inc. Officer 1000 Third Avenue Bloomingdale's Inc. New York, N.Y. 10022 1000 Third Avenue New York, N.Y. 10022 Bruce S. Gordon Group President, Enterprise Bell Atlantic Business 1095 Avenue of the Americas Bell Atlantic New York, NY 10036 1095 Avenue of the Americas New York, NY 10036 William S. Levine Owner and an officer of numerous 1702 E. Highland, Suite 310 privately-owned firms. Phoenix, AZ 85016 Also, Chairman, Outdoor Systems, Inc. 1702 E. Highland, Suite 310 Phoenix, AZ 85016 Arturo R. Moreno Chief Executive Officer Outdoor Systems, Inc. Outdoor Systems, Inc. 2502 North Black Canyon 2502 North Black Canyon Highway Highway Phoenix, AZ 85009 Phoenix, AZ 85009 II. EXECUTIVE OFFICERS OF INFINITY BROADCASTING CORPORATION NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - ------------------------------- ----------------------------- Mel Karmazin, Same as Schedule I(A)(I) Chairman, President and Chief Executive Officer Same as Schedule I(A)(I) Farid Suleman, Same as Schedule I(A)(I) Executive Vice President, Chief Financial Officer and Treasurer Same as Schedule I(A)(I) Daniel R. Mason, Executive Vice President of Executive Vice President, Infinity Broadcasting Infinity Broadcasting, and Corporation and President, President, Infinity Infinity Radio Group Radio Group c/o First Media Corporation c/o First Media Corporation 10220 River Road 10220 River Road Potomac, Maryland 20854 Potomac, Maryland 20854 William M. Apfelbaum, Chairman and Chief Executive President and Chief Executive Officer, Officer TDI Worldwide, Inc. TDI Worldwide, Inc. 275 Madison Avenue, 8th Floor 275 Madison Avenue, 8th Floor New York, NY 10016 New York, NY 10016 B. INFINITY MEDIA CORPORATION NAME, BUSINESS ADDRESS, AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE DIRECTORS AND EXECUTIVE OFFICERS OF INFINITY MEDIA CORPORATION I. DIRECTORS OF INFINITY MEDIA CORPORATION NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT ---------------------------- ----------------------------- Mel Karmazin Same as Schedule I(A)(I) Same as Schedule I(A)(I) Farid Suleman Same as Schedule I(A)(I) Same as Schedule I(A)(I) II. EXECUTIVE OFFICERS OF INFINITY MEDIA CORPORATION NAME, TITLE AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND ADDRESS OF EMPLOYMENT - -------------------------------- --------------------------- Mel Karmazin, Same as Schedule I(A)(I) Chairman, President and Chief Executive Officer Same as Schedule I(A)(II) Farid Suleman, Same as Schedule I(A)(I) Executive Vice President, Chief Financial Officer and Treasurer Same as Schedule I(A)(II) EXHIBIT INDEX Exhibit 1. Contribution Agreement, dated as of March 31, 1999 by and among the Issuer and certain shareholders of Interactive Radio Group, Inc., a Delaware corporation. EX-99 2 EXHIBIT 1 - CONTRIBUTION AGREEMENT Exhibit 1 CONTRIBUTION AGREEMENT ----------------------- THIS CONTRIBUTION AGREEMENT (the "Agreement") is entered into as of March 31, 1999 by and among Redwood Broadcasting, Inc., a Colorado corporation ("Redwood"), and certain shareholders of Interactive Radio Group, Inc., a Delaware corporation ("INRG"), listed on the signature pages hereto (each, individually, an "INRG Shareholder" and, collectively, the "INRG Shareholders"). R E C I T A L S ------------------- WHEREAS, the INRG Shareholders own the number of shares of common stock, $.0001 par value per share ("Common Stock"), of INRG set forth on Exhibit A hereto; WHEREAS, the parties hereto desire that the INRG Shareholders contribute all of their shares of Common Stock in exchange for shares of common stock, par value $0.004 per share ("Redwood Common Stock"), of Redwood; WHEREAS, it is intended that after such exchange the INRG Shareholders will own at least 80% of the outstanding shares of Redwood Common Stock; WHEREAS, it is intended that the transactions contemplated by this Agreement shall qualify for the treatment described in Section 351 of the Internal Revenue Code of 1986, as amended; NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. CONTRIBUTION OF SECURITIES. Upon the terms and subject to the conditions of this Agreement, the parties hereto agree that, on the date of this Agreement (i) each of the INRG Shareholders shall contribute to Redwood all of the shares of Common Stock set forth on Exhibit A hereto and (ii) in exchange for such contribution, Redwood shall issue to each INRG Shareholder 1.25 shares of Redwood Common Stock for each share of Common Stock contributed. 2. REPRESENTATIONS AND WARRANTIES OF THE INRG SHAREHOLDERS. Each INRG Shareholder hereby represents and warrants to Redwood, severally and not jointly, that: a. INVESTMENT REPRESENTATIONS. i) FINANCIAL RESOURCES. Such INRG Shareholder's financial situation is such that such INRG Shareholder can afford to bear the economic risk of holding the Redwood Common Stock for an indefinite period of time, has no need for liquidity with respect to his investment therein, has adequate means to provide for his current needs and personal contingencies, and can afford to suffer the complete loss of his investment in the Redwood Common Stock. ii) ACQUISITION FOR INVESTMENT. Such INRG Shareholder is acquiring the Redwood Common Stock solely for investment, for such INRG Shareholder's account and not with a view to, or for resale in connection with, the distribution or other disposition thereof, except for such distributions and dispositions that are effected in compliance with the Securities Act of 1933, as amended (the "Securities Act"), the rules and regulations of the Securities and Exchange Commission promulgated thereunder and all applicable state securities and blue sky laws. iii) STOCK UNREGISTERED. Such INRG Shareholder has been advised that the shares of Redwood Common Stock have not been registered under the Securities Act, and the following restrictive legend (or similar legend) will be placed on the certificates representing the Redwood Common Stock issued to such INRG Shareholder: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and may not be sold or otherwise disposed of except pursuant to an effective registration statement under such Act and applicable state securities laws or an applicable exemption to the registration requirements of such Act and of such laws." b. AUTHORITY; APPROVAL. Such INRG Shareholder has all requisite power and authority to execute and deliver this Agreement, to perform his, her or its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such INRG Shareholder, if not a natural person, and the consummation by such INRG Shareholder of the transactions contemplated hereby has been duly authorized by all necessary corporate, partnership or trust action and no other proceedings on the part of such INRG Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such INRG Shareholder and, assuming the due authorization, execution and delivery thereof by Redwood, constitutes the legal, valid and binding obligations of such INRG Shareholder, enforceable against such INRG Shareholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. c. NO CONFLICT. The execution and delivery of this Agreement by such INRG Shareholder do not, and the performance of this Agreement by such INRG Shareholder will not, (i) conflict with or violate the Articles of Incorporation or Bylaws, or the equivalent organizational documents, in each case as amended or restated, of such INRG Shareholder, if not a natural person, (ii) conflict with or violate any Laws applicable to such INRG Shareholder or by which any of its properties are bound or affected, (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on any of the properties or assets of such INRG Shareholder pursuant to any contract, agreement or other instrument to which such INRG Shareholder is a party or by which such INRG Shareholder is bound or affected, except for any such conflicts or violations described in clause (ii) and except for any such breach, default or event described in clause (iii) that does not affect such INRG Shareholder's ability to perform its obligations hereunder. d. NO APPROVALS. The execution and delivery of this Agreement by such INRG Shareholder does not, and the performance of this Agreement by such INRG Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, either domestic or foreign, other than any such consents, approvals, authorizations or permits that have been obtained or such filings or notifications that have been made. e. TITLE. Such INRG Shareholder has good and marketable title to the Common Stock proposed to be contributed by such INRG Shareholder hereunder and full right, power and authority to contribute such Common Stock hereunder, free and clear of all encumbrances (other than those imposed by the Securities Act and the securities or blue sky laws of certain jurisdictions); and upon delivery and exchange of such Common Stock hereunder, Redwood will acquire good and marketable title thereto, free and clear of all encumbrances. 3. REPRESENTATIONS AND WARRANTIES OF REDWOOD. Redwood represents and warrants to the INRG Shareholders that: a. ORGANIZATION AND QUALIFICATION. Redwood is a corporation duly organized, validly existing and in good standing under the laws of Colorado, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as is now being conducted. b. CAPITALIZATION. As of the date hereof, the authorized capital stock of Redwood consists of two million five hundred thousand (2,500,000) shares of preferred stock, par value $.04 per share, of which none are issued and outstanding, and twelve million five hundred thousand (12,500,000) shares of Redwood Common Stock, of which six hundred forty nine thousand five hundred forty seven (649,547) shares of Redwood Common Stock are issued and outstanding. Following the completion of the transactions contemplated hereby, each of the outstanding shares of capital stock of Redwood will be duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights created by statute, Redwood's charter documents or any agreement to which Redwood is a party or is bound. c. AUTHORITY; APPROVAL. Redwood has all requisite corporate power and authority to consummate the transactions contemplated by this Agreement. The consummation by Redwood of the transactions contemplated by this Agreement has been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Redwood are necessary to consummate the transactions contemplated by this Agreement. d. NO CONFLICT. The execution and delivery of this Agreement by Redwood does not, and the performance of this Agreement by Redwood will not, (i) conflict with or violate the Articles of Incorporation or Bylaws of Redwood, (ii) conflict with or violate any Laws applicable to Redwood or by which any of its properties are bound or affected, (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on any of the properties or assets of Redwood pursuant to any contract, agreement or other instrument to which Redwood is a party or by which Redwood is bound or affected, except for any such conflicts or violations described in clause (ii) and except for any such breach, default or event described in clause (iii) that does not affect Redwood's ability to perform its obligations hereunder. 4. AMENDMENT OF INRG CHARTER PROVISIONS. As soon as practicable following the date hereof (but in no event more than 10 days following the date hereof), the INRG Shareholders shall take all action (and shall cause INRG to take all action) necessary to amend the provisions of the Articles of Incorporation of INRG relating to the Series A Preferred Stock as set forth on Exhibit B hereto to provide that so long as more than 80% of the issued and outstanding Common Stock of INRG is owned by another corporation, such Series A Preferred Stock shall be convertible, at the option of the holder, into either (i) Common Stock of INRG, or (ii) common stock of such other corporation. 5. BOARD OF DIRECTORS OF REDWOOD. The parties hereto agree to use their reasonable best efforts to cause Bob Wilson, Jeff Pollack, Ron Conquest, Greg Mastroieni and an individual designated by CBS/Infinity to be elected as directors of Redwood. 6. MERGER WITH DELAWARE CORPORATION; REGISTRATION Statement. As soon as practicable following the consummation of the transactions contemplated by this Agreement, Redwood shall use commercially reasonable efforts to (i) enter into a merger agreement with a Delaware corporation pursuant to which Redwood would be merged with and into such Delaware corporation, with the Delaware corporation as the surviving corporation, and (ii) to cause a registration statement to be filed and become effective with respect to the stock to be issued in connection with such merger. 7. ADDITIONAL DOCUMENTS. Each party agrees to execute and deliver any and all further documents and writings, and to perform such other actions, as may be or become reasonably necessary or expedient to effect and carry out the terms of this Agreement. 8. GOVERNING LAW. This Agreement is governed by and shall be construed in accordance with the law of the State of Delaware, excluding any conflict-of-laws rule or principle that might refer the governance or construction of this Agreement to the law of another jurisdiction. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances is not affected thereby, and that provision shall be enforced to the greater extent permitted by law. 9. NUMBER, GENDER AND CONNECTION OF PERSONS. Throughout this Agreement, as the context may require, the masculine gender includes the feminine and the neuter gender includes the masculine and the feminine; the singular tense and number includes the plural, and the plural tense and number includes the singular; the past tense includes the present, and the present tense includes the past; references to parties, sections, paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and periods of days, weeks or months mean calendar days, weeks or months. 10. SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of the parties' respective successors, assigns, executors and administrators. 11. COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute one and the same document. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first set above. REDWOOD BROADCASTING, INC. By: \s\ Ron Conquest ------------------------------- Name: Ron Conquest Its: CEO THE INRG SHAREHOLDERS \s\ Ron Conquest ------------------------------ Ron Conquest \s\ Greg Mastroieni ------------------------------ Greg Mastroieni \s\ Jeff Pollack ----------------------------- Jeff Pollack \s\ Bob Wilson ------------------------------ Bob Wilson \s\ Farid Suleman ------------------------------ CBS Radio/Infinity \s\ Vickie Ocheltree ------------------------------ Vickie Ocheltree \s\ John Berry --------------------------- Andaman Investments, Inc. \s\ Joseph Mastroieni ------------------------------ Joseph Mastroieni \s\ Steven Mastroieni ------------------------------ Steven Mastroieni \s\ John Brusco ------------------------------ John Brusco \s\ Morris Diamond ------------------------------ Morris Diamond \s\ Morris Diamond ------------------------------ Southward Investments, Inc. \s\ Shirley Diamond ------------------------------ Tramdot Development Corp. EXHIBIT A INRG Shareholder Number of Shares CBS Infinity 1,200,000 Robert Wilson 525,000 Jeffrey Pollack 525,000 Vickie Ocheltree 200,000 Ronald Conquest 200,000 Greg Mastroieni 524,248 Andaman Investments, Inc. 524,248 Joseph Mastroieni 150,000 Steven Mastroieni 150,000 John Brusco 95,000 Morris Diamond 80,000 Southward Investments, Inc. 172,324 Tramdot Development Corp. 70,000 Total 4,415,820 -----END PRIVACY-ENHANCED MESSAGE-----