-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, N1PDCfbQU0Iivqv2xMOZN72+uQWPdVGJFGEh8PiYet1njgWUQ88Gt8/vNTiWT6uS 0maKTvRkd1hOzKP32o/79w== 0000792863-94-000012.txt : 19940518 0000792863-94-000012.hdr.sgml : 19940518 ACCESSION NUMBER: 0000792863-94-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY BROADCASTING CORP CENTRAL INDEX KEY: 0000792863 STANDARD INDUSTRIAL CLASSIFICATION: 4832 IRS NUMBER: 132766282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14702 FILM NUMBER: 94528160 BUSINESS ADDRESS: STREET 1: 600 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127506400 MAIL ADDRESS: STREET 1: 600 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 10-Q 1 FIRST QUARTER 10Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended Commission File March 31, 1994 Number 0-14702 Infinity Broadcasting Corporation _________________________________ (Exact name of registrant as specified in its charter) Delaware 13-2766282 _______________________________ ___________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 Madison Avenue, New York, New York 10022 ________________________________________ __________ (Address of principal executive offices) (Zip Code) (212) 750-6400 ____________________________________________________________ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 28,488,116 shares of Class A Common Stock, 3,990,621 shares of Class B Common Stock and 496,114 shares of Class C Common Stock as of May 2, 1994. INFINITY BROADCASTING CORPORATION INDEX Page No. ________ Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets............ 1 Consolidated Statements of Operations.. 3 Consolidated Statements of Stockholders' Equity................................. 4 Consolidated Statements of Cash Flows............................. 5 Notes to Consolidated Financial Statements............................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................. 8 Part II. Item 6. Exhibits and Reports on Form 8-K....... 10 i INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES ITEM 1. FINANCIAL STATEMENTS _______ ____________________ CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
March 31, Dec. 31, 1994 1993 ___________ ________ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 5,783 $ 9,913 Receivables, net 48,971 57,249 Prepaid expenses and other current assets 2,015 2,978 __________ _______ Total Current Assets 56,769 70,140 Property and equipment, net 20,134 18,749 Intangible assets, net 383,916 277,047 Other assets 11,666 12,104 _________ _________ $ 472,485 $ 378,040 _________ _________ See accompanying Notes to Consolidated Financial Statements.
1 INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS, CONTINUED (Dollars in thousands)
March 31, Dec. 31, 1994 1993 _________ ________ (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current Liabilities: Accounts payable and other accrued expenses $ 14,102 $ 12,841 Accrued compensation 3,154 3,236 Accrued interest 4,375 7,776 Income taxes 7,473 7,477 Other current liabilities 7,807 5,888 Current portion of long-term debt 18,156 22,312 ___________ __________ Total Current Liabilities 55,067 59,530 ___________ __________ Long-term debt, less current portion 445,469 342,750 ___________ __________ Stockholders' equity (deficiency): Preferred stock, $0.01 par value: 1,000,000 shares authorized, none issued - - Class A Common Stock, $.002 par value: 75,000,000 shares authorized; 28,377,585 shares issued and outstanding in 1993 and 28,485,616 shares in 1994. 57 57 Class B Common Stock, $.002 par value: 17,500,000 shares authorized; issued and outstanding 3,990,621 shares in 1993 and 1994. 8 8 Class C Common Stock, $.002 par value: 30,000,000 shares authorized; issued and outstanding 496,114 shares in 1993 and 1994. 1 1 Additional paid-in capital 259,801 259,748 Retained earnings (deficit) (287,918) (284,054) ___________ __________ Total stockholders' equity (deficiency) (28,051) (24,240) ___________ ________ $ 472,485 $ 378,040 ___________ __________ See accompanying Notes to Consolidated Financial Statements.
2 INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Dollars in thousands except per share amounts)
Three Months Ended March 31, March 31, 1994 1993 ___________ ___________ Total revenues $ 54,955 $ 40,263 Less agency commissions 6,772 5,098 ___________ __________ Net revenues 48,183 35,165 Station operating expenses excluding depreciation and amortization 30,362 22,797 Depreciation and amortization 10,503 8,383 Corporate general and administrative expenses 1,117 959 ___________ __________ Operating income 6,201 3,026 Other income (expense) Interest expense (10,103) (9,457) Interest income 40 2 ___________ __________ Earnings (loss) before income taxes (3,862) (6,429) Income taxes 2 1 ___________ ___________ Net earnings (loss) (3,864) (6,430) ___________ ___________ Net earnings (loss) per share $ (.09) $ (.20) ___________ ___________ Average shares and equivalents 43,959,684 32,845,500 ___________ ___________ See accompanying Notes to Consolidated Financial Statements.
3 INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (In thousands)
Class A Class B Class C Common Stock Common Stock Common Stock Add'l Retained ____________ ____________ ____________ Paid-in Earnings Shares Amt Shares Amt Shares Amt Capital (Deficit) Total ______ ___ ______ ___ ______ ___ _______ _________ _____ Balance at Dec.31, 1993 28,378 $ 57 3,991 $ 8 496 $ 1 $259,748 $(284,054) $(24,240) Net loss for the three months ended March 31, 1994 (3,864) (3,864) Issuance of Class A Common Stock 108 53 53 ______ ______ _____ _____ _____ _____ ________ ________ ________ Balance at March 31, 1994 28,486 $ 57 3,991 $ 8 496 $ 1 $259,801 $(287,918) $(28,051) (Unaudited) ______ ______ _____ _____ _____ _____ ________ __________ _________ See accompanying Notes to Consolidated Financial Statements.
4 INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
March 31, March 31, 1994 1993 _________ ________ Net cash flow from (used in) operating activities: Net earnings (loss) $ (3,864) $ (6,430) Depreciation and amortization 10,503 8,383 Amortization of deferred financing costs 413 332 ________ _________ 7,052 2,285 Decrease in receivables 8,278 6,209 (Increase) decrease in other current assets 963 (658) Increase in accounts payable and accrued expenses 3,094 6,008 Decrease in accrued interest (3,401) (4,362) Other, net 17 (599) ________ _________ Net cash flow from operating activities 16,003 8,883 ________ _________ Investing Activities: Capital expenditures 298 185 Acquisitions: Intangibles 116,451 100,000 Property and Equipment 2,000 3,000 ________ _________ Net cash used for investing activities 118,749 103,185 ________ _________ Cash provided (required) before financing activities (102,746) (94,302) ________ ________ Financing Activities: Borrowings under debt agreements 119,000 104,000 Reduction of debt (20,437) (8,750) Proceeds from issuance of stocks 53 7 ________ _________ Net financing activities 98,616 95,257 Increase (decrease) in cash and cash (4,130) 955 equivalents ________ _________ Total financing activities $102,746 $ 94,302 ________ _________ See accompanying Notes to Consolidated Financial Statements.
5 INFINITY BROADCASTING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation _____________________ In the opinion of management the unaudited interim financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Interim periods are not necessarily indicative of results to be expected for the year. It is suggested that these financial statements be read in conjunction with the Consolidated Financial Statements and the notes thereto of the Company for the year ended December 31, 1993. The consolidated financial statements include the accounts of the Company and its subsidiaries, which are all wholly owned. All significant intercompany balances and transactions have been eliminated in consolidation. Earnings per common share are based on the weighted average number of common shares and common equivalent shares outstanding during the period. Effective August 9, 1993, the Company declared a three- for-two stock split in the form of a stock dividend payable on August 16, 1993 to shareholders of record at the close of business on August 9, 1993. Effective November 12, 1993, the Company declared another three-for-two stock split in the form of a stock dividend payable on November 19, 1993 to shareholders of record at the close of business on November 12, 1993. The accompanying financial statements reflect the effect of the stock dividends. 2. Public Stock Offerings ______________________ On May 13, 1993, the Company and certain holders of warrants exercisable for shares of the Company's Class A Common Stock sold through a public offering 8,148,814 shares of Class A Common Stock, resulting in net proceeds to the Company of approximately $100 million. The net proceeds from this offering were used to pay down bank borrowings under the Company's bank credit agreement (the "Credit Agreement"). 6 3. Acquisitions ____________ On February 1, 1993, the Company completed the acquisition of the assets of WZGC-FM (Atlanta), WZLX-FM (Boston) and WUSN-FM (Chicago) from Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License Partnership, L.P. for a total purchase price of approximately $100 million. On September 1, 1993, the Company completed the acquisition of WIP-AM, an all-sports radio station serving Philadelphia, from Spectacor Broadcasting, L.P. for approximately $17.4 million. In February 1994, the Company completed the acquisition of Los Angeles radio station KRTH-FM from Beasley FM Acquisition Corp. for approximately $116 million. The purchase price of the acquisition was funded by borrowings under the Credit Agreement. The operating results of these acquisitions are included in the Company's consolidated results of operations from the date of acquisition. The following unaudited pro forma summary presents the consolidated results of operations as if the acquisitions had occurred as of the beginning of 1994 and 1993, after giving effect to certain adjustments, including amortization of goodwill and interest expense on the acquisition debt. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of those dates or of results which may occur in the future.
Three Months Ended March 31, 1994 1993 ____________ _____________ (Unaudited) Net revenues ............................ $ 50,326 $ 42,763 Net earnings (loss) ..................... (4,676) (9,119) Net earnings (loss) per common share .... (.11) (.28)
On October 4, 1993, the Company entered into an agreement to acquire Washington, D.C. radio stations WPGC-AM/FM for approximately $60 million. 7 On March 8, 1994, the Company entered into an agreement to acquire Detroit radio station WXYT-AM for approximately $23 million from Fritz Broadcasting, Inc. An application seeking consent of the FCC to complete the acquisitions of WPGC-AM/FM and WXYT-AM has been filed and is pending. The purchase price of the above acquisitions is expected to be financed by bank borrowings. On February 3, 1994, the Company, Unistar Communications Group, Inc. ("Unistar") and Westwood One, Inc. ("Westwood One") completed the purchase by Westwood One of the radio network business of Unistar for approximately $101.3 million. Westwood One is the nation's largest producer and distributor of nationally sponsored radio programs. In connection with transaction, an affiliate of the Company received 5 million newly issued shares of common stock of Westwood One for $3 per share (which represents approximately 16.45% of the issued and outstanding capital stock of Westwood One) and an option to purchase an additional 3 million shares of Westwood One's common stock at a purchase price of $3 per share, subject to certain vesting requirements. In connection with the transactions, the Company's Chief Executive Officer and Chief Financial Officer became the Chief Executive Officer and Chief Financial Officer, respectively, of Westwood One pursuant to a management agreement between the Company and Westwood One. Under the management agreement, the Company will receive a base management fee and additional warrants to acquire up to 1.5 million shares of Westwood One's Common Stock at a purchase price from $3 to $5 per share in the event that Westwood One's Common Stock trades above certain target price levels. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ___________________________________ RESULTS OF OPERATIONS _____________________ FIRST QUARTER OF 1994 COMPARED TO FIRST QUARTER OF 1993 _______________________________________________________ Net revenues for the first quarter of 1994 were $48,183,000 as compared to $35,165,000 for the first quarter of 1993, an increase of approximately $13,018,000 or 37%. The increase was due principally to higher advertising revenues at most of the Company's stations, and the acquisitions of KRTH-FM (Los Angeles) effective February 15, 1994, WIP-AM (Philadelphia) effective September 1, 1993 and the Cook Inlet radio stations WZLX-FM (Boston), WZGC-FM (Atlanta) and WUSN-FM (Chicago) effective February 1, 1993. On a pro forma basis, assuming the above acquisitions had occurred as of the beginning of 1993, net revenues for the first quarter of 1994 would have increased by approximately 18%. 8 Station operating expenses excluding depreciation and amortization for the first quarter of 1994 were 30,362,000 as compared to 22,797,000 for the first quarter of 1993, an increase of 7,565,000 or approximately 33%. The increase was principally due to the acquisitions of KRTH-FM, WIP-AM and the Cook Inlet radio stations, expenses associated with higher revenues and higher programming expenses. On a pro forma basis, assuming the above acquisitions had occurred as of the beginning of 1993, station operating expenses for the first quarter of 1994 would have increased by approximately 15%. Depreciation and amortization expense for the first quarter of 1994 was approximately $10,503,000 as compared to $8,383,000 for the first quarter of 1993, an increase of approximately $2,120,000 or 25%. The increase was due to the depreciation and amortization expense associated with the above acquisitions, partially offset by lower depreciation and amortization expense at the Company's other radio stations. Operating income for the first quarter of 1994 was $6,201,000 as compared to $3,026,000 for the first quarter of 1993, an increase of approximately 105%. The increase was due principally to improved results at the Company's radio stations. Net financing expense (defined as interest expense less interest income) for the first quarter of 1994 was $10,063,000 as compared to $9,455,000 for the first quarter of 1993, an increase of approximately $608,000 or 6%. The increase was due principally to additional borrowings in connection with the above acquisitions offset in part by lower interest rates during the first quarter of 1994. Net loss for the first quarter of 1994 was $3,864,000 as compared to $6,430,000 for the first quarter of 1993, a decrease of approximately $2,566,000 or 40%. LIQUIDITY AND CAPITAL RESOURCES _______________________________ For the first quarter of 1994, cash from operating activities was approximately $16,003,000, as compared to $8,883,000 for the first quarter of 1993, an increase of approximately $7,120,000. The increase was principally due to improved earnings in 1994 as well as lower working capital requirements. In February 1994, the Company borrowed an additional approximately $116 million under the acquisition facility of its Credit Agreement to finance the acquisition and working capital of Los Angeles radio station KRTH-FM. As of March 31, 1994, the Company had undrawn borrowing capacity of approximately $24 million under the Credit Agreement. 9 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ________________________________ (a) Exhibits. Exhibit Number Description of Exhibit _______ ______________________ 2(a) Asset Purchase Agreement, dated as of August 15, 1992, between Cook Inlet Radio Partners, L.P., and Cook Inlet Radio License Partnership, L.P., and Infinity Broadcasting Corporation of Chicago, Infinity Broadcasting Corporation of Atlanta, Infinity Broadcasting Corporation of Boston and the Company. (This exhibit can be found as Exhibit 2(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992 (File No. 0-14702) and is incorporated herein by reference.) 2(b) Asset Purchase Agreement, dated as of September 25, 1992, between Spectacor Broadcasting, L.P. and Infinity Broadcasting Corporation of Philadelphia. (This exhibit can be found as Exhibit 2(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992 (File No. 0-14702) and is incorporated herein by reference.) 2(c) Purchase Agreement, dated as of June 16, 1993, among Beasley FM Acquisition Corp., Infinity Broadcasting Corporation of California and the Company. (This exhibit can be found as Exhibit 2(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (File No. 0-14702) and is incorporated herein by reference.) 2(d) Asset Purchase Agreement, dated as of October 4, 1993, between Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License Partnership, L.P. and Infinity Broadcasting Corporation of Maryland and the Company. (This exhibit can be found as Exhibit 2(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 (File No. 0-14702) and is incorporated herein by reference.) 2(e) Asset Purchase Agreement, dated as of March 8, 1994, by and between Fritz Broadcasting, Inc., Infinity Broadcasting Corporation of Detroit and the Company. (This exhibit can be found as Exhibit 2(h) to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 0-14702) and is incorporated herein by reference. 10 10(a) Sixth Amendment to the Employment Agreement, dated as of September 10, 1990, between the Company and Mel Karmazin, effective as of March 30, 1994 (subject in part to shareholder approval at the annual meeting of the shareholders to be held on June 13, 1994). (A scrivener's error in this previously filed exhibit has been corrected.) (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended March 31, 1994. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INFINITY BROADCASTING CORPORATION _________________________________ (Registrant) /s/ Farid Suleman _________________________________ Farid Suleman, Vice President-Finance/ Chief Financial Officer Dated: May 13, 1994 12 EX-10 2 SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT ____________________ The Employment Agreement between Infinity Broadcasting Corporation, a Delaware corporation, and Mel Karmazin, made as of September 10, 1990 and amended as of September 30, 1991, February 4, 1992, June 30, 1993, August 16, 1993 and November 19, 1993 (the "Employment Agreement"), is hereby further amended as follows effective, unless otherwise indicated, as of the date on which the material terms (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder ("Section 162(m)")) of the incentive compensation provisions herein set forth are approved by the Company's stockholders in accordance with Section 162(m): 1. Section 7.3 of the Employment Agreement is amended to read as set forth below: "7.3 Failure to Make Award. If the Employer's stock _____________________ option plan and deferred share plan are, at the time an award of equity-based incentive compensation is payable under Exhibit B, administered by a committee of "disinterested" directors (within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended) with respect to awards to the Executive, the Employer shall recommend that such committee grant such award to the Executive. If the committee fails to grant the award on or before the thirtieth day following the filing by the Employer of its Form 10-K with the Securities and Exchange Commission for the applicable year, the Employer shall pay to the Executive in cash an amount equal to the sum of (a) 25% of the fair _ market value of the number of shares of Class B common stock as to which Exhibit B requires the award of options and (b) 125% of the fair _ market value of the number of shares of Class B common stock as to which Exhibit B requires the award of deferred shares for the applicable fiscal year of the Employer. "For purposes of this agreement, the fair market value of a share of the Company's Class A or Class B common stock shall be the closing price (as reported on the NASDAQ National Market System) of a share of the Company's Class A Common Stock on the date as of which the relevant determination is made or, if no price is so reported, the value of a share of the Company's Class A common stock on such date as determined in good faith by the Compensation Committee of the Board." 1 2. The Employment Agreement is amended, effective March 30, 1994, by the addition thereto of a new Section 7.4, reading in its entirety as follows: "7.4 Stockholder Approval. If stockholder approval ____________________ required by Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (`Section 162(m)') to qualify any portion of the compensation provided for by Section 7.3 or Exhibit A or Exhibit B hereto for a fiscal year of the Employer beginning on or after January 1, 1994 as `performance- related' within the meaning of Section 162(m) is not obtained, the Executive shall have no right hereunder to receive such portion of such compensation. In such event the parties shall use their best efforts to formulate, and shall seek stockholder approval of, appropriate incentive compensation arrangements that are `performance-related' within the meaning of Section 162(m)." 3. Section 13.1.3 of the Employment Agreement is amended so that the term "EBITAD" appearing therein reads "EBITDA." 4. Exhibits A and B to the Employment Agreement are amended to read in their entirety as set forth in Schedule I hereto. IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly executed as of the 30th day of March, 1994. INFINITY BROADCASTING CORPORATION By: /s/ Farid Suleman _________________________________ Vice President-Finance and Chief Financial Officer /s/ Mel Karmazin __________________________________ MEL KARMAZIN 2 SCHEDULE I to Sixth Amendment __________ EXHIBIT A _________ Cash Incentive Compensation ___________________________ For each fiscal year of the Employer, commencing with the fiscal year ending December 31, 1994, for which the Employer meets its EBITDA Target as established by the Compensation Committee of the Board (the "Compensation Committee"), the Executive shall be entitled to receive cash incentive compensation (a "Bonus") of $500,000. If the Termination Date is other than the last day of a fiscal year, the Executive will be entitled to a prorated Bonus for the portion of the year preceding the Termination Date if the EBITDA Target is met through the end of the month ending on or next preceding the Termination Date. EBITDA means earnings before interest, taxes, depreciation and amortization as reported in the Employer's Form 10-K for the fiscal year, or, if for a portion of the year, as approved by the Board based on the Employer's books and records. The Bonus for any year shall be paid not later than the thirtieth day following the filing by the Employer of its Form 10-K with the Securities and Exchange Commission ("SEC") for such year, or if the Bonus is for a part of the year, not later than the sixtieth day following the end of the last month taken into account in determining whether the EBITDA Target is met. EXHIBIT B _________ Stock Options and Deferred Shares _________________________________ Stock Options _____________ For each year that the EBITDA target is met, commencing with the fiscal year ending December 31, 1994, the Executive shall be granted, no later than the thirtieth day following the filing by the Employer of its Form 10-K with the SEC for such year, an option to acquire 112,500 shares of the Class B common stock of the Employer. Notwithstanding the foregoing sentence, such option may permit the acquisition of shares of Class A Common Stock of the Employer to the extent options for the purchase of Class B shares are not available for issuance under the Employer's Stock Option Plan (or a successor plan thereto) at the time the option is awarded. The per share exercise price of the option shall be 85% of the fair market value of a share of Common Stock (determined in accordance with Section 7.3 of this Agreement) as of the last day of the period for which the award is made. The option shall be immediately exercisable and shall expire ten years after the date of grant. If the Termination Date is other than the last day of a fiscal year, the Executive shall be granted an option to acquire a prorated number of shares for such year if the EBITDA target for the portion of the year through the end of the month ending on or immediately prior to the Termination Date is met. Deferred Shares _______________ If the EBITDA Target for a fiscal year is exceeded, the Executive shall receive a number of Class B Deferred Shares, as defined in and pursuant to the Deferred Share Plan of the Employer, determined by (a) multiplying each Increment, as defined below, by the applicable Applied Percentage, and (b) dividing the sum of the resulting products by an amount equal to 85% of the fair market value of a share of common stock (determined in accordance with Section 7.3 of this Agreement) as of the last day of the period for which the award is made. Amount by Which Actual Maximum Maximum EBITDA Exceeds the Applied Increment Aggregate EBITDA Target ("Increment") Percentage Cash Value Cash Value ___________________________ __________ __________ __________ 0 - $1,000,000 3% $30,000 $ 30,000 $1,000,001 - 2,000,000 4% 40,000 70,000 2,000,001 - 3,000,000 5% 50,000 120,000 3,000,001 - 4,000,000 5% 50,000 170,000 4,000,001 - 5,000,000 5% 50,000 220,000 5,000,001 - or more 5% Deferred Shares for a fiscal year of the Employer shall be awarded no later than the thirtieth day following the filing by the Employer of its Form 10-K with the SEC for such year. All Deferred Shares awarded to the Executive pursuant hereto shall be fully vested at the date of grant, and shares of Class B Common Stock shall be deliverable to Executive as provided in the Deferred Share Plan, provided that Class A Deferred Shares may be awarded ________ and delivered to the Executive in accordance with the Deferred Share Plan (or a successor plan thereto) to the extent Class B Deferred Shares are not available for award under such plan at the time the Deferred Share award is made. 2 EX-27 3 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 0000792863 INFINITY BROADCASTING CORP 1000 3-MOS DEC-31-1994 MAR-31-1994 5,783 0 50,662 1,691 0 56,769 28,814 8,680 472,485 55,067 0 66 0 0 $(28,117) 472,485 0 48,183 0 30,362 11,620 0 10,103 $(3,862) 2 $(3,864) 0 0 0 $(3,864) $(.09) 0
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