-----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, CiI42WuKcNpDa45mXgmtop0ra8jgBQRrs4/8NY6fbCmzGNuEQ2nkgbkj3T3Hlh5A JnfxugnEHgUeEX/hAKjMcw== 0000950157-99-000005.txt : 19990106 0000950157-99-000005.hdr.sgml : 19990106 ACCESSION NUMBER: 0000950157-99-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990105 GROUP MEMBERS: CBS BROADCASTING INC. GROUP MEMBERS: CBS CORP GROUP MEMBERS: WESTINGHOUSE CBS HOLDING COMPANY, INC. SUBJECT COMPANY: 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 SEC ACT: SEC FILE NUMBER: 005-54991 FILM NUMBER: 99500832 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 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) Angeline C. Straka, Esq. Vice President, Secretary and Deputy General Counsel CBS Corporation 51 West 52nd Street New York, 10019 (212) 975-3335 with a copy to Marc S. Rosenberg, Esq. Cravath, Swaine & Moore 825 Eighth Avenue New York, NY 10019 (212) 474-1676 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 8, 1998 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 ("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). (Continued on following page(s)) SCHEDULE 13D CUSIP No. 456 62S 10 2 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CBS Corporation I.R.S. No. 25-0877540 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO; WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania SOLE VOTING POWER 7 57,798,165 SHARED VOTING POWER NUMBER OF 8 642,201,835 SHARES BENEFICIALLY SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 9 57,798,165 PERSON WITH SHARED DISPOSITIVE POWER 10 642,201,835 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 700,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] PERCENT OF CLASS REPRESENTED 13 BY AMOUNT IN ROW (11) 81.8% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 456 625 62S 10 2 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westinghouse CBS Holding Company, Inc. I.R.S. No. 25-1776511 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware SOLE VOTING POWER 7 0 SHARED VOTING POWER NUMBER OF 8 642,201,835 SHARES BENEFICIALLY SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 9 0 PERSON WITH SHARED DISPOSITIVE POWER 10 642,201,835 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 642,201,835 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] PERCENT OF CLASS REPRESENTED 13 BY AMOUNT IN ROW (11) 80.5% 14 TYPE OF REPORTING PERSON HC SCHEDULE 13D CUSIP No. 456 625 62S 10 2 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) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York SOLE VOTING POWER 7 0 SHARED VOTING POWER NUMBER OF 8 642,201,835 SHARES BENEFICIALLY SOLE DISPOSITIVE POWER OWNED BY EACH REPORTING 9 0 PERSON WITH SHARED DISPOSITIVE POWER 10 642,201,835 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 642,201,835 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] PERCENT OF CLASS REPRESENTED 13 BY AMOUNT IN ROW (11) 80.5% 14 TYPE OF REPORTING PERSON CO Item 1. Security and Issuer. This statement relates to the Class A Common Stock, par value $.01 per share ("Class A Common Stock"), of Infinity Broadcasting Corporation ("Issuer"), a Delaware corporation whose principal executive office is located at 40 West 57th Street, New York, New York 10019. This statement is being filed as a replacement in all respects for the statement filed December 18, 1998, containing identical beneficial ownership information. The beneficial ownership of Class A Common Stock reported in this statement is pursuant to the conversion rights of Class B Common Stock, par value $.01 per share, of the Issuer ("Class B Common Stock") owned by each reporting person into Class A Common Stock. Item 2. Identity and Background. The persons filing this statement are: (i) CBS Corporation ("CBS"), a Pennsylvania corporation whose principal office and principal business address is 51 West 52nd Street, New York, New York 10019; (ii) Westinghouse CBS Holding Company, Inc., a wholly owned subsidiary of CBS ("Holding"), whose principal office and principal business address is 51 West 52nd Street, New York, New York 10019; and (iii) CBS Broadcasting Inc. ("Broadcasting"), a wholly owned subsidiary of Holding, whose principal office and principal business address is 51 West 52nd Street, New York, New York 10019. CBS conducts its business directly and through various subsidiaries. The operations of CBS, Holding and Broadcasting principally relate to television, cable programming and, through the Issuer, radio broadcasting and outdoor advertising. During the last five years, neither CBS, Holding, Broadcasting nor, to the knowledge of CBS, Holding or Broadcasting, any executive officer or director of CBS, Holding or Broadcasting, 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 CBS, Holding and Broadcasting 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. Except for Robert E. Cawthorn, who is a British citizen, and Jan Leschly, who is a Danish citizen, each person identified on Schedules 1-A, 1-B and 1-C hereto is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. CBS acquired its shares of Class B Common Stock, which, while held by CBS or its affiliates or under certain other circumstances, are convertible into shares of Class A Common Stock, through a recapitalization that occurred on December 14, 1998 (the "Recapitalization"). Pursuant to the Recapitalization, 90 shares of common stock, par value $1.00 per share, of the Issuer ("Common Stock") owned by CBS were converted into 57,798,165 shares of Class B Common Stock. CBS acquired its shares of Common Stock from the Issuer on December 3, 1998, in exchange for the transfer to the Issuer of certain radio assets. Broadcasting acquired its shares of Class B Common Stock in the Recapitalization. Pursuant to the Recapitalization, 1,000 shares of Common Stock owned by Broadcasting were converted into 642,201,835 shares of Class B Common Stock. Broadcasting acquired its shares of Common Stock in exchange for cash pursuant to a stock subscription agreement, dated as of September 16, 1998. Item 4. Purpose of Transaction. The shares of Common Stock (subsequently converted into shares of Class B Common Stock) were acquired by CBS and Broadcasting as part of a reorganization (the "Reorganization") pursuant to which CBS and Broadcasting contributed to the Issuer the radio and outdoor advertising business of CBS and its subsidiaries. Included in the contribution were all of CBS's out-of-home media assets, including those of Broadcasting, Infinity Media Corporation (formerly Infinity Broadcasting Corporation), a Delaware corporation (including TDI Worldwide, Inc., a Delaware corporation) and CBS Radio Inc. (formerly American Radio Systems Corporation), a Delaware corporation. Item 5. Interest in Securities of the Issuer. (a) and (b) As of December 8, 1998, Broadcasting has, through the conversion of its Common Stock and the conversion rights of its Class B Common Stock, voting and investment power with respect to 642,201,835 shares of Class A Common Stock. CBS and Holding may be deemed to beneficially own all the Class B Common Stock directly held by Broadcasting. As of December 8, 1998, CBS has, through the conversion of its Common Stock and the conversion rights of its Class B Common Stock, voting and investment power with respect to 700,000,000 shares of Class A Common Stock, including 57,798,165 shares of Class B Common Stock held by CBS and 642,201,835 shares of Class B Common Stock held by Broadcasting. In the aggregate, CBS has voting and investment power with respect to 700,000,000 shares of Class A Common Stock, or 81.8%, of the Class A Common Stock of the Issuer as of December 18, 1998. (c) CBS received all its shares of Common Stock (subsequently converted into Class B Common Stock pursuant to the Recapitalization) on December 3, 1998, in exchange for the transfer of certain radio and radio-related assets to the Issuer. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to an Intercompany Agreement, dated December 15, 1998 (the "Intercompany Agreement"), between CBS and the Issuer, upon the request of CBS, Broadcasting or any other rights holder, the Issuer will use its best efforts to effect the registration under the applicable federal and state securities laws of any of the shares of Class A Common Stock or Class B Common Stock (and any other securities issued in respect of or in exchange therefor) beneficially owned by CBS, Broadcasting or any such other rights holder, as applicable, for sale in accordance with CBS's or Broadcasting's intended method of disposition thereof, and will take such other actions as may be necessary to permit the sale thereof in other jurisdictions subject to certain limitations specified in the Intercompany Agreement. CBS, Broadcasting and any other rights holder also will each have the right, subject to certain limitations, to include at any time and from time to time the shares of Class A Common Stock or Class B Common Stock (and any other securities issued in respect of or in exchange therefor) beneficially owned by it in certain other registrations or such securities initiated by the Issuer on its own behalf or on behalf of its other stockholders. Subject to the provisions of the Intercompany Agreement, the Issuer generally will be required to pay all out-of-pocket costs and expenses in connection with each such registration that CBS, Broadcasting or any other rights holder requests or in which CBS, Broadcasting or any other rights holder participates. Subject to certain limitations specified in the Intercompany Agreement, such registration rights will be assignable by CBS, Broadcasting or any other rights holder and their assigns. The Intercompany Agreement contains customary terms and provisions with respect to, among other things, registration procedures and certain rights to indemnification and contribution granted by the parties thereunder in connection with such a registration. Item 7. Material to Be Filed as Exhibits. Not applicable. Signature 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: January 5, 1999. CBS CORPORATION, by /s/ Louis J. Briskman ------------------------------------ Name: Louis J. Briskman, Esq. Title: Executive Vice President and General Counsel WESTINGHOUSE CBS HOLDING COMPANY, INC., by /s/ Louis J. Briskman -------------------------------------- Name: Louis J. Briskman, Esq. Title: Executive Vice President and General Counsel CBS BROADCASTING, INC., by /s/ Louis J. Briskman -------------------------------------- Name: Louis J. Briskman, Esq. Title: Executive Vice President and General Counsel Schedule I SCHEDULE 1-A Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of CBS Corporation ---------------- Directors --------- Name and Business Address Present Principal Occupation and Address of Employment Robert E. Cawthorn Managing Director, Global Health Care DLJ Merchant Banking Partners LP Partners Donaldson, Lufkin & Jenrette DLJ Merchant Banking Partners LP 401 City Line Avenue, 2nd Floor Donaldson, Lufkin & Jenrette Bala Cynwyd, PA 19004-1122 401 City Line Avenue, 2nd Floor Bala Cynwyd, PA 19004-1122 George H. Conrades Venture Partner Polaris Venture Partners Polaris Venture Partners 1000 Winter Street, #3350 1000 Winter Street, #3350 Waltham, MA 02451 Waltham, MA 02451 Martin C. Dickinson Retired Senior Vice President P.O. Box 7078 Scripps Bank Rancho Santa Fe, CA 92067 P.O. Box 7078 Rancho Santa Fe, CA 92067 William H. Gray III President and Chief Executive Officer The College Fund/UNCF The College Fund/UNCF 8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, VA 22031 Fairfax, VA 22031 Michael H. Jordan Chairman and Chief Executive Officer CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Mel Karmazin President & Chief Operating Officer CBS Corporation CBS Corporation 40 West 57th Street 40 West 57th Street New York, NY 10019 New York, NY 10019 Jan Leschly Chief Executive SmithKline Beecham SmithKline Beecham P.O. Box 7929 P.O. Box 7929 Philadelphia, PA 19101 Philadelphia, PA 19101 David T. McLaughlin Chairman and Chief Executive Officer The Gallery - Suite 203 Orion Safety Products 45 Newport Road P.O. Box 1047 New London, NH 03257 Easton, MD 21601 Richard R. Pivorotto President Richard R. Pivorotto Co., Inc. Richard R. Pivorotto Co., Inc. 111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd. Greenwich, CT 06830 Greenwich, CT 06830 Raymond W. Smith Chairman & Chief Executive Officer Bell Atlantic Corporation Bell Atlantic Corporation 1095 Avenue of the Americas 1095 Avenue of the Americas 39th Floor 39th Floor New York, NY 10036 New York, NY 10036 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 Robert D. Walter Chairman and Chief Executive Officer Cardinal Health, Inc. Cardinal Health, Inc. 5555 Glendon Court 5555 Glendon Court Dublin, OH 43016 Dublin, OH 43016 Executive Officers --------------- Name/Title and Business Address Present Principal Occupation and Address of Employment Michael H. Jordan Chairman and Chief Executive Officer CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Mel Karmazin President & Chief Operating Officer CBS Corporation CBS Corporation 40 West 57th Street 40 West 57th Street New York, NY 10019 New York, NY 10019 Louis J. Briskman Executive Vice President and General CBS Corporation Counsel 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Robert G. Freedline Vice President & Controller CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Carol V. Savage Vice President and Chief Accounting CBS Corporation Officer 11 Stanwix Street CBS Corporation Pittsburgh, PA 15222 11 Stanwix Street Pittsburgh, PA 15222 Charles W. Pryor, Jr. Vice President CBS Corporation CBS Corporation 4350 Northern Pike 4350 Northern Pike Monroeville, PA 15146 Monroeville, PA 15146 Fredric G. Reynolds Executive Vice President and Chief CBS Corporation Financial Officer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Leslie Moonves President and Chief Executive Officer, CBS Corporation CBS Television 7800 Beverly Boulevard 7800 Beverly Boulevard Los Angeles, CA 90036 Los Angeles, CA 90036 SCHEDULE 1-B Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of Westinghouse CBS Holding Company, Inc. ----------------------------------- Directors -------- Name/Title and Business Address Present Principal Occupation and Address of Employment Michael H. Jordan Same as Schedule 1-A Same as Schedule 1-A Louis J. Briskman Same as Schedule 1-A Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Same as Schedule 1-A Executive Officers --------------- Name/Title and Business Address Present Principal Occupation and Address of Employment Michael H. Jordan Same as Schedule 1-A Chairman and Chief Executive Officer Same as Schedule 1-A Mel Karmazin Same as Schedule 1-A Executive Vice President Same as Schedule 1-A Louis J. Briskman Same as Schedule 1-A Executive Vice President and General Counsel Same as Schedule 1-A Leslie Moonves Same as Schedule 1-A Executive Vice President Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Executive Vice President and Chief Financial Officer Same as Schedule 1-A SCHEDULE 1-C Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of CBS Broadcasting Inc. ----------------------------------- Directors -------- Name/Title and Business Address Present Principal Occupation and Address of Employment Michael H. Jordan Same as Schedule 1-A Same as Schedule 1-A Louis J. Briskman Same as Schedule 1-A Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Same as Schedule 1-A Executive Officers --------------- Name/Title and Business Address Present Principal Occupation and Address of Employment Michael H. Jordan Same as Schedule 1-A Chairman and Chief Executive Officer Same as Schedule 1-A Mel Karmazin Same as Schedule 1-A Executive Vice President Same as Schedule 1-A Louis J. Briskman Same as Schedule 1-A Executive Vice President and General Counsel Same as Schedule 1-A Leslie Moonves Same as Schedule 1-A Executive Vice President Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Executive Vice President and Chief Financial Officer Same as Schedule 1-A -----END PRIVACY-ENHANCED MESSAGE-----