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Infinity Media Corp · DEF 14A · For 4/28/95

Filed On 4/28/95 · SEC File 0-14702 · Accession Number 792863-95-4

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 4/28/95  Infinity Media Corp               DEF 14A     4/28/95    1:21

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                21    104K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Michael A. Wiener Pension Plan Summary Compensation Table
1	1st Page
2	Michael A. Wiener
8	Summary Compensation Table
10	Pension Plan

DEF 14A 1st Page of 21 TOC Top Previous Next Bottom Just 1st
Sponsored Ads...

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

INFINITY BROADCASTING CORPORATION
________________________________________________
(Name of Registrant as Specified In Its Charter)

INFINITY BROADCASTING CORPORATION
________________________________________________
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:

__________________________________________________________________

2) Aggregate number of securities to which transaction applies:

__________________________________________________________________

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)

__________________________________________________________________

4) Proposed maximum aggregate value of transaction:

__________________________________________________________________

(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
___________________________________________________________

2) Form, Schedule or Registration Statement No:
___________________________________________________________

3) Filing Party:
___________________________________________________________

4) Date Filed:
___________________________________________________________

</PAGE>

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INFINITY BROADCASTING CORPORATION
600 Madison Avenue
New York, New York 10022

Notice of Annual Meeting of Stockholders

_________________________

The Annual Meeting of Stockholders of Infinity Broadcasting
Corporation (the "Company") will be held at the New York Marriott
Marquis, 1535 Broadway, New York, New York 10036, on June 15, 1995, at
10:00 a.m. Eastern Time, for the following purposes:

1. To elect directors for the ensuing year;

2. To vote upon the ratification of the appointment of
independent auditors for 1995;

3. To transact such other business as may properly come before
the meeting.

Only stockholders of record as of the close of business on
April 28, 1995, will be entitled to notice of and to vote at the
meeting and any adjournments. Whether or not you plan to attend the
meeting, stockholders are requested to date, sign, and return the
enclosed proxy card in the return envelope furnished for your
convenience. No postage is required if mailed within the United
States.

A copy of the Company's Annual Report on Form 10-K for the
year ended December 31, 1994, which report contains consolidated
financial statements and other information of interest with respect to
the Company and its stockholders, is enclosed.

By Order of the Board of Directors,

______________________________________

Michael A. Wiener
April 28, 1995 Co-Chairman of the Board and Secretary

</PAGE>

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INFINITY BROADCASTING CORPORATION
600 Madison Avenue
New York, New York 10022
________________________

Proxy Statement

April 28, 1995

________________________

This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of Infinity
Broadcasting Corporation (the "Company") for use at the Annual Meeting
of Stockholders of the Company (the "Annual Meeting") to be held at the
New York Marriott Marquis, 1535 Broadway, New York, New York 10036, on
June 15, 1995, at 10:00 a.m. Eastern Time, and any adjournment thereof.
This Proxy Statement and the enclosed proxy form are scheduled to be
mailed to the stockholders commencing on May 5, 1995.

Holders of record of shares of any class of the Company's
common stock at the close of business on April 28, 1995 are entitled to
notice of and to vote at the Annual Meeting. The presence in person or
by proxy of the holders of a majority of the combined voting power of
the issued and outstanding shares entitled to vote shall constitute a
quorum. Abstentions and broker non-votes (that is, shares held for
customers of a broker but not voted because of a lack of instructions
from the broker's customers) will be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business. As of the close of business on April 28, 1995, 27,537,159
shares of Class A Common Stock, par value $.002 per share (the "Class A
Shares"), 3,700,028 shares of Class B Common Stock, par value $.002 per
share (the "Class B Shares"), and 496,114 shares of Class C Common
Stock, par value $.002 per share (the "Class C Shares" and, together
with the Class A Shares and the Class B Shares, the "Common Stock"),
were issued and outstanding.

Under the Company's Restated Certificate of Incorporation, in
the election of directors, the holders of the Class A Shares are
entitled by class vote, exclusive of all other stockholders, to elect
two of the Company's directors, with each Class A Share being entitled
to one vote. In addition, the holders of the Class C Shares are
entitled by class vote, exclusive of all other stockholders, to elect
two of the Company's directors, with each Class C Share being entitled
to one vote. With respect to the election of the other five directors
and other matters submitted to the stockholders for vote, the holders
of all classes of the Common Stock shall vote as a single class, with
each Class A Share and each Class C Share being entitled to one vote
and each Class B Share being entitled to ten votes.

Shares represented by a proxy in the enclosed form of proxy, unless
previously revoked, will be voted at the meeting if the proxy is executed and
returned to the Company in sufficient time to permit the necessary examination
and tabulation of the proxy before a vote is taken. The form of proxy permits
a specification as to whether or not shares represented by the proxy are to be
voted for the election of all nominees for director or are to be withheld from
certain nominees for director. The form of proxy divides the nominees into
groups to be voted upon (1) by the holders of the Class A Shares, (2) by the
holders of the Class C Shares and (3) by the holders of

</PAGE>

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all classes of Common Stock. A separate specification is provided for each
such group of nominees. Only the Class A Shares are publicly traded. The
Class B Shares are held solely by Gerald Carrus, Michael A. Wiener and Mel
Karmazin and their "affiliates", as defined in the Company's Restated
Certificate of Incorporation. The Class C Shares are held solely by certain
merchant banking partnerships (the "Lehman Investors") affiliated with Lehman
Brothers Holdings, Inc.

The form of proxy also permits the specification of approval,
disapproval or abstention as to the proposal to ratify KPMG Peat
Marwick LLP as the independent certified public accountants to audit
the Company's books and records for the year ending on December 31,
1995. The holders of all classes of Common Stock are entitled to vote
upon the proposal to ratify KPMG Peat Marwick LLP's appointment.

The shares represented by all valid proxies received will be
voted in the manner specified on the proxies. Where specific choices
are not indicated, the shares represented by all valid proxies received
shall be voted (1) for the nominees for director named in this Proxy
Statement, and (2) for ratification of the appointment of KPMG Peat
Marwick LLP as the Company's independent public accountants. If a
completed form of proxy is returned and specifies a vote for or against
nominees to be elected by a holder of a class of shares not held by the
person executing such proxy, the improper specification will be
disregarded. In all other respects, however, the shares represented by
such proxy will be voted as specified on the form of proxy, or, in the
absence of further specification, as noted in this paragraph.

A stockholder who gives a proxy may revoke it at any time
before it is exercised, by written notice to the Secretary or by voting
in person at the Annual Meeting.

Management knows of no other matter to be presented at the
meeting. If any other matter should be presented at the meeting upon
which a vote properly may be taken other than for the election of
directors, it is intended that shares represented by proxies in the
accompanying form will be voted with respect thereto in accordance with
the judgment of the person or persons voting such shares. Michael A.
Wiener and Gerald Carrus, or either of them, each with full power of
substitution, have been designated as proxies to vote the shares
solicited hereby.

ELECTION OF DIRECTORS

The Board of Directors has nominated the nine incumbent
directors named below for election as directors at the Annual Meeting,
each to hold office until the annual meeting of stockholders to be held
in 1996 and until his successor has been elected and has qualified. It
is intended that shares represented by proxies in the accompanying form
will be voted for the election of all of the nominees named in the
following pages, unless a contrary direction is indicated.

If any of the nominees should not be available for election,
shares represented by proxies in the accompanying form will be voted
for such other person as the management of the Company may select. The
Board has no reason to believe that any nominee named below will be
unavailable for election.

2
</PAGE>

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Nominees for election to the Board of Directors shall be
approved by the following vote:

For nominees to be elected by the holders of the Class A
Shares: by a plurality of the votes cast by holders of Class
A Shares present in person or by proxy at the meeting, with
each share being entitled to one vote.

For nominees to be elected by the holders of the Class C
Shares: by a plurality of the votes cast by holders of Class
C Shares present in person or by proxy at the meeting, with
each share being entitled to one vote.

For nominees to be elected by the holders of all classes of
Common Stock: by a plurality of the votes cast by holders of
all classes of Common Stock present in person or by proxy at
the meeting, with each Class A Share and each Class C Share
being entitled to one vote and each Class B Share being
entitled to ten votes.

Abstentions from voting on the election of directors,
including broker non-votes, will have no effect on the outcome of the
election of directors.

The Board of Directors recommends a vote "FOR" the election of all of
the nominees named below.

The following biographical and employment information with
respect to the nominees for election as directors has been furnished to
the Company by such nominees. Except as indicated, each of the
nominees has had the same principal occupation for the last five years.
Each of the nominees was elected to his present term of office at the
last Annual Meeting of Stockholders or, in the case of Jeffrey Sherman,
by the Board of Directors.

Nominees to be elected by the holders of all classes of the Common Stock:
________________________________________________________________________

Gerald Carrus Age 69 Director since 1979

Mr. Carrus is Chairman of the Board of Directors and was Co-
Chairman from mid 1988 to 1994. Mr. Carrus has also been the
Treasurer of the Company since 1979 and he was President of the
Company from 1979 until mid-1988. Mr. Carrus is also a director
of Cronin Fasteners, Inc., Ensemble Music, Inc., Pudgies
Chicken, Inc. and The Carrus Corporation.

Michael A. Wiener Age 57 Director since 1972

Mr. Wiener is Co-Chairman of the Board of Directors and was
Chairman from 1979 to 1994. Mr. Wiener has also been the
Secretary of the Company since 1979. Mr. Wiener is also a
director of Ensemble Music, Inc., The Wiener Foundation, Central
Synagogue (as Trustee) and the Samuel Waxman Cancer Research
Foundation.

3
</PAGE>

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Mel Karmazin Age 51 Director since 1984

Mr. Karmazin is President and Chief Executive Officer of the
Company and has held these offices since mid-1988. He was
Executive Vice President of the Company from 1981 until
mid-1988. Mr. Karmazin has also been the Chief Executive
Officer and a director of Westwood One, Inc., an affiliate of
the Company, since February 1994.

Farid Suleman Age 43 Director since 1992

Mr. Suleman is Vice President-Finance and Chief Financial
Officer of the Company and has held these offices since 1986.
He also has been Chief Financial Officer and a director of
Westwood One, Inc. since February 1994.

Steven A. Lerman Age 48 Director since 1992

Mr. Lerman has been a partner in the Washington, D.C. law firm
of Leventhal, Senter & Lerman since 1986. He and his firm
regularly serve as outside counsel to the Company with respect
to certain matters, particularly regulatory matters before the
Federal Communications Commission. Mr. Lerman also is a
director of Westwood One, Inc.

Nominees to be elected by the holders of the Class A Shares:
____________________________________________________________

Alan R. Batkin Age 50 Director since 1992

Mr. Batkin is Vice Chairman of Kissinger Associates, Inc., a
privately held firm that provides strategic geopolitical advice
to a broad range of corporate clients. Mr. Batkin has been with
Kissinger Associates since 1990. He served as a Managing
Director of Lehman Brothers, Inc. from 1976 to 1990. He is also
a director of Hasbro, Inc.

Jeffrey Sherman Age 46 Director since 1994

Mr. Sherman is the President and Chief Operating Officer of
Bloomingdales, a division of Federated Department Stores. Mr.
Sherman has been with Bloomingdales since 1971.

Nominees to be elected by the holders of the Class C Shares:
____________________________________________________________

James L. Singleton Age 39 Director since 1990

Mr. Singleton has been a Vice Chairman of The Cypress Group Inc.
since April 1994. Mr. Singleton was a Managing Director of
Lehman Brothers, a division of a subsidiary of Lehman Brothers
Holdings Inc., from 1992 to 1994 and from 1990 to 1992, he was a
Senior Vice President of Lehman Brothers, working in the
Merchant Banking Group.

James A. Stern Age 44 Director since 1990

Mr. Stern has been the Chairman of The Cypress Group Inc. since
April 1994. From 1984 to 1994 he served as a Managing Director
of Lehman Brothers, a division of a subsidiary of Lehman
Brothers Holdings Inc. and from 1989 to 1994, he also headed the
Merchant Banking Group of Lehman Brothers. Mr. Stern is also a
director of K & F Industries, Inc., R.P. Scherer Corp., Noel
Group, Inc. and Lear Seating Corporation.

</PAGE>

DEF 14A 7th Page of 21 TOC 1st Previous Next Bottom Just 7th

Additional information about the current directors and officers
of the Company (which include all of the nominees for election to the
Board), including information with respect to their ownership of Common
Stock and their compensation, appears in the following sections of this
Proxy Statement.

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors met four times and took one action by
unanimous written consent in 1994. In 1994, each of the current
directors who was then in office attended all of the meetings of the
Board of Directors and all committees of the Board of Directors on
which such director served.

The Board of Directors presently has standing Compensation and
Audit Committees. The Company has no nominating committee. In 1994,
the Compensation Committee, consisting of Messrs. Carrus and Wiener,
was responsible for administering the Option Plan and certain awards
under the Company's Deferred Share Plan (the "Deferred Share Plan"),
setting corporate performance goals in connection with the award of
certain cash and equity-based incentive compensation for executive
officers, and for determining amounts to be awarded upon the Company's
achievement of such goals. The Compensation Committee held three
meetings and took one action by written consent in 1994.

The Company's Audit Committee consists of Messrs. Batkin and
Sherman. The functions of the Audit Committee are to review and report
to the Board of Directors with respect to the selection and the terms
of engagement of the Company's independent public accountants. In
addition, the committee communicates with such independent public
accountants and the Company's internal accounting staff with respect to
accounting and audit procedures, the implementation of recommendations
by such independent public accountants, the adequacy of the Company's
internal controls and related matters. The Audit Committee met twice
in 1994 to review, among other things, the terms of the Company's
engagement of KPMG Peat Marwick LLP as the Company's independent public
accountants and the procedures, internal controls and policies followed
by the Company and the procedures of KPMG Peat Marwick LLP in
connection with audits of the Company's financial statements.

Directors of the Company do not receive compensation for their
services as such, except for Messrs. Batkin and Sherman who in 1994
received retainers at an annualized rate of $15,000. Effective April
20, 1995, the annual retainers were increased to $20,000. Mr. Sherman
received an award under the Option Plan in October 1994, consisting of
an option for the purchase of 10,000 Class A Shares at an exercise
price of $28.50 (the closing price, as reported on the NASDAQ National
Market System, of a Class A Share on October 24, 1994, the date of
grant). The options become exercisable in five cumulative annual
installments during Mr. Sherman's service as a Director of the Company
and/or any of its subsidiaries from and after the date of grant, and
will (subject to certain conditions) remain exercisable for ten years
from the date of grant.

</PAGE>

DEF 14A 8th Page of 21 TOC 1st Previous Next Bottom Just 8th
· Download Table
COMPENSATION OF EXECUTIVE OFFICERS

The following table discloses compensation received by the
Company's Chief Executive Officer and the Company's three other
executive officers (the "named executive officers") for the three
fiscal years ended December 31, 1994.

SUMMARY COMPENSATION TABLE

Name and Principal Position Annual Compensation Long-Term Compensation

Restricted All
Stock Other
Award(s) Options Compen-
Year Salary ($) Bonus ($) ($) (#) sation 1

Mel Kamazin,......... 1994 925,000 1,500,000 - 131,142 3,840
President, Chief 1993 925,000 1,000,000 - 112,500 798
Executive Officer 1992 750,000 247,000 - - 1,380
and Director

Michael A. Wiener,... 1994 250,000 - - - 2,565
Co-Chairman of 1993 250,000 - - - 2,019
the Board and 1992 250,000 - - - 2,940
Secretary

Gerald Carrus,....... 1994 250,000 - - - 6,078
Chairman of the 1993 250,000 - - - 3,712
Board and Treasurer 1992 250,000 - - - 3,510

Farid Suleman,....... 1994 300,000 400,000 - 115,000 0
Vice President of 1993 298,230 300,000 - 161,250 0
Finance, Chief 1992 275,000 100,000 - - 0
Financial Officer
and Director

<FN>
1. Reported amounts represent premiums paid on whole life insurance policies,
the cash values of which are used by the Company solely to pay premiums on
the policies.

</PAGE>

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· Enlarge/Download Table
Options Granted in 1994

The following table sets forth certain information, as required
by the rules of the Securities and Exchange Commission (the "SEC")
regarding stock options granted to the named executive officers during
the Company's 1994 fiscal year. The amounts shown as "Potential
Realized Value" in the table below are the result of calculations at
the 5% and 10% rates set by the SEC and therefore are not intended to
forecast possible future appreciation of the Company's stock price.
The actual value, if any, that an optionee will realize upon exercise
of an option will depend on the excess of the market value of the
Common Stock on the date the option is exercised over the exercise
price. In all cases, the appreciation is calculated from the award
date to the end of the option term.

Individual Grants
__________________________________________________________________
Potential Realized Value at
Number of Assumed Annual Rates of
Securities % of Total Stock Price Appreciation
Underlying Options for Option Term
Options Granted to Exercise ___________________________
Granted Employees Price($) Expiration
Name (#) in 1994 Per Share Date 5% ($) 10% ($)
______________________________________________________________________________________________

Gerald Carrus 0 - - - - -

Michael Wiener 0 - - - - -

Mel Karmazin 131,142 1 11.9 % $25.50 3/30/04 $2,103,100 $5,329,668

Farid Suleman 15,000 2 1.3 % 21.25 4/11/04 200,460 508,005
100,000 2 9.1 % 28.00 12/14/04 1,760,905 4,462,479

_____________
<FN>

1. Represents award of option for the purchase of 56,142 Class A and
75,000 Class B Shares, which were exercisable immediately upon grant.

2. The options for the purchase of Class A Shares become exercisable in
five cumulative annual installments from the date of grant.

7
</PAGE>

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· Enlarge/Download Table

Aggregated Option Exercises in 1994 and Option Values as of December 31, 1994

The following table provides information on option exercises in
1994 by the named executive officers, and the value of each such
officer's unexercised options at December 31, 1994.

Number of Unexercised Value of Unexercised In-the-
Options at Fiscal Money Options at Fiscal
Year-End (#) Year-End ($) 1
____________________________ ____________________________
Shares
Acquired on Value Real-
Name Exercise (#) ized ($) Exercisable Unexercisable Exercisable Unexercisable
_______________________________________________________________________________________________________

Gerald Carrus 0 0 0 0 0 0

Michael Wiener 0 0 0 0 0 0

Mel Karmazin 0 0 2,215,388 0 $65,346,985 $ 0

Farid Suleman 0 0 121,875 229,375 3,305,250 2,636,375
__________________

<FN>

1. On December 30, 1994, the closing per share price of a Class A Share
on the NASDAQ National Market System was $31.50. The Class B Shares
are not publicly listed or traded and may not be held by any persons
other than Messrs. Carrus, Wiener and Karmazin and their "affiliates",
as defined in the Company's Restated Certificate of Incorporation.
Each Class B Share is freely convertible into one Class A Share at the
option of the holder, and a Class B Share automatically converts into
a Class A Share upon transfer to any person not eligible to hold Class
B Shares. For purposes of this Table, the value of unexercised options
to acquire Class B Shares is reported as if Class A Shares would be
received upon the exercise of such options.

Pension Plan

The Infinity Broadcasting Corporation Pension Plan (the
"Pension Plan") was frozen by the Company effective November 30, 1987.
As a result, after November 30, 1987, Participants (as such term is
defined in the Pension Plan) in the Pension Plan do not accrue
additional benefits under the Pension Plan, persons who were not
Participants prior to November 30, 1987 do not become Participants, and
the accrued benefits of all persons who were Participants as of such
date will be paid as and when they become due under the Pension Plan.
A Participant retiring at normal retirement age is entitled to a
monthly benefit in the straight life annuity form of 50% of his average
monthly compensation over the three years (prior to November 30, 1987)
in which such compensation was the highest, reduced by 74% of the
Participant's Social Security Benefit offset.

Benefits accrued under the Pension Plan as of November 1987
will be preserved for future distribution. The Company will continue
to contribute to the Pension Plan as required to satisfy the funding
requirements imposed by law.

</PAGE>

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Messrs. Carrus, Wiener and Karmazin are the only directors or
executive officers of the Company eligible to receive a monthly pension
under the terms of the frozen Pension Plan. Assuming retirement at
normal retirement age (age 65) and payment of benefits in the form of a
life annuity, Messrs. Carrus, Wiener and Karmazin would be entitled to
an estimated annual benefit under the frozen Pension Plan of
approximately $66,000, $32,000 and $17,000, respectively. At the time
the Pension Plan was frozen, Messrs. Carrus, Wiener and Karmazin had 9,
9, and 6 years of service credit under the Pension Plan, respectively.

Employment Agreements

Messrs. Carrus and Wiener have identical ten-year employment
agreements with the Company that took effect on December 31, 1985.
Under the terms of these agreements, Messrs. Carrus and Wiener will be
employed as senior executives of the Company until December 31, 1995.
Compensation for each of them under their respective agreements is
determined by the Company's Board of Directors, with a minimum annual
salary of $250,000 being guaranteed to each. The term of employment
under these agreements terminates upon the disability for six
consecutive months, or the death, of the contracting officer (a
"Termination Event"). Upon a Termination Event, the officer or his
estate is entitled to receive, through the year 2000, an annual payment
equal to 50% of the actual compensation earned by such officer in the
fiscal year prior to the year in which the Termination Event occurred.

In September 1990, the Company entered into a new employment
agreement with Mr. Karmazin. Under such new agreement, Mr. Karmazin is
to be employed for a five-year term, the expiration date of which is
extended automatically by one year on each anniversary of the original
effective date of the agreement (an "Anniversary Date") through the
Anniversary Date following the year in which Mr. Karmazin reaches
age 61 (unless the agreement is terminated as provided therein), as the
Company's President and Chief Executive Officer (or any higher position
to which the Board appoints Mr. Karmazin with his consent). The
agreement requires the Company to use its best efforts to cause Mr.
Karmazin to be a member of the Company's Board of Directors throughout
his employment under the agreement, and to include him in the
management slate for election as a director at every stockholders'
meeting at which his term as a director would otherwise expire.

Mr. Karmazin's minimum base compensation under his agreement
is $925,000 per year; a majority of the Board (including for this
purpose at least two-thirds of the members of the Board) (a "Majority")
may increase, but may not decrease, this amount. In addition, the
agreement provides for certain incentive compensation in the form of
cash, stock options and deferred shares. As set forth in the
agreement, such incentive compensation is payable if the Company's
annual earnings before interest, taxes, depreciation and amortization
("EBITDA") meets or exceeds annual EBITDA targets set by the
Compensation Committee.

Mr. Karmazin's employment agreement was amended further in
February 1992, in conjunction with amendments to the Option Plan and
the Deferred Share Plan that were intended to facilitate those plans'
ongoing compliance with certain Exchange Act rules by, among other
things, making all awards to executive officers of the Company subject
to the discretion of the Compensation Committee. The 1992 amendment to
Mr. Karmazin's employment agreement provides for certain increased cash
incentive compensation in the event he is not awarded incentive
compensation in the form of stock options and deferred shares that is
earned under the employment agreement.

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The agreement with Mr. Karmazin may be terminated at any time
by a Majority of the Board of Directors or by Mr. Karmazin, either
without cause or for cause, upon notice. In the event the Company
terminates Mr. Karmazin's employment without cause (as defined in the
agreement) or in the event Mr. Karmazin terminates his employment for
good reason (as defined in the agreement), Mr. Karmazin is entitled to
receive incentive compensation for the period through the termination
date of the agreement (as extended) based on the greater of actual
EBITDA and EBITDA in the last fiscal year of the Company preceding the
delivery of the notice of termination, and an amount equal to the
present value of the base compensation payable through the expiration
date of the agreement (as extended). In addition, Mr. Karmazin's
agreement terminates upon Mr. Karmazin's disability for six consecutive
months or his death. In the event of a termination due to disability,
Mr. Karmazin is entitled to receive 75% of his base compensation
through the termination date of the agreement (as extended), subject to
offset by the value of certain Company-provided disability benefits; in
the event of a termination due to death, his estate or beneficiary is
entitled to receive the present value of his base compensation for the
period ending on the earlier of the first anniversary of his death or
the expiration date of the agreement (as extended). In the event Mr.
Karmazin's employment is terminated for cause (as defined in the
agreement) or Mr. Karmazin terminates his employment for other than
good reason (as defined in the agreement), Mr. Karmazin is entitled to
receive base compensation through the date of the notice of termination
(if for cause) or actual termination (if voluntary) and any previously
unpaid incentive compensation attributable to prior years. The
agreement also permits Mr. Karmazin to terminate his employment
following a change in control (as defined in the agreement). In the
event of such a termination, Mr. Karmazin is entitled to receive base
compensation and prorated incentive compensation through the effective
date of termination, and any previously unpaid incentive compensation
attributable to prior years.

Under their respective employment agreements, Messrs. Carrus,
Wiener and Karmazin may participate in all employee benefit plans of
the Company for which they are otherwise eligible.

For information regarding the payments that were made to
Messrs. Carrus, Wiener and Karmazin pursuant to the terms of their
respective employment agreements during the past three fiscal years,
see the "Summary Compensation Table", above and "Compensation of
Executive Officers Report of the Board of Directors Concerning
Executive Compensation", below.

Additional Matters

Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires the Company's directors,
executive officers and holders of more than 10% of the Class A Shares
to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. The Company believes that during the year ended December 31,
1994, its executive officers, directors and holders of more than 10% of
the Class A Shares complied with all Section 16(a) filing requirements,
with the following exception. On February 3, 1995, Mr. Sherman filed
an initial report of ownership on Form 3 relating to October 1994.
Such initial report was required to be filed because of Mr. Sherman's
election as director of the Company in October 1994. In making these
statements, the Company has relied on copies of filings submitted to
the Company and on written representations of its directors and
executive officers.

</PAGE>

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The Company has executed indemnity agreements with all of its
executive officers and directors, except Messrs. Singleton and Stern.
These agreements require the Company to indemnify the seven covered
individuals for liabilities incurred by them because of any act or
omission or neglect or breach of duty committed while acting in the
capacity of an officer or director of the Company, to the fullest
extent permitted by the laws of the State of Delaware. Certain
actions, including acts for which indemnification is found by a court
to be illegal and contrary to public policy, are excluded from the
coverage of the agreements. Mr. Karmazin's employment agreement also
requires the Company to indemnify Mr. Karmazin to the fullest extent
permitted by applicable Delaware law.

In October 1994, the Company obtained a directors' and officers'
liability insurance policy with National Union Fire Insurance Company
for a one-year period at a total cost of $225,000. The policy insures
up to an aggregate of $15,000,000 (a) the directors and officers of the
Company and its subsidiaries against certain losses from claims against
them in their capacities as directors and officers to the extent such
losses are not indemnified by the Company or such subsidiaries and (b)
the Company and such subsidiaries to the extent they indemnify such
directors and officers for losses as permitted under applicable law.
No payments have been made by the insurance company under this policy
or the prior policies as of the date hereof.

Compensation Committee Interlocks and Insider Participation

In 1994, the Compensation Committee, consisting of Messrs.
Carrus and Wiener, was responsible for administering the Option Plan
and for making and administering grants to executive officers of the
Company under the Deferred Share Plan. Neither Mr. Carrus nor Mr.
Wiener has ever received an award under either plan. In 1994,
Mr. Karmazin, the Company's President and Chief Executive Officer (the
"CEO"), was responsible for determining the amounts of salary and bonus
payable to the Company's Vice President-Finance and Chief Financial
Officer (the "CFO"). All other matters relating to executive
compensation are determined in accordance with pre-existing employment
agreements with the executive officer. See "Compensation of Executive
Officers Employment Agreements", above and "Compensation of Executive
Officers Report of the Board of Directors Concerning Executive
Compensation", below.

Report of the Board of Directors Concerning Executive Compensation

The Company is the largest owner and operator of radio
stations in the United States. The Company's strategy is to operate
radio stations in the nation's largest radio revenue markets and to
improve its stations' operating cash flow, and it seeks to sustain
progressive growth in long-term value for its stockholders. Given the
growth and diversity of the Company's operations, strong visionary
leadership at the executive officer level is essential. The
compensation policies utilized by the Board, its Compensation Committee
(which in 1994 made and administered all grants of incentive
compensation to executive officers) and the CEO (who determines the
amount of salary payable to the CFO and also determined the amount of
bonus payable to the CFO in 1994) are intended to enable the Company to
attract, retain and motivate this caliber of management to meet Company
goals, using appropriate combinations of base salary and cash and
equity-based incentive compensation.

</PAGE>

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In 1985, the Company entered into long-term employment
agreements with Messrs. Carrus, Wiener and Karmazin. The Company
entered into a new employment agreement with Mr. Karmazin in 1990.
Each agreement provides for a minimum level of base salary; the
Company's agreement with Mr. Karmazin also provides for certain annual
incentive compensation opportunities (see "Compensation of Executive
Officers Employment Agreements", above).

The decisions of the Compensation Committee and the CEO with
respect to the compensation earned by executive officers in 1994 were
based on applicable contractual commitments, corporate performance in
relation to annually-determined earnings targets (in the case of
compensation payable to the CEO), the Company's operating and financial
performance in relation to that of other broadcasting companies, the
overall growth of the Company (including increases in individual execu-

tive officers' responsibilities in connection therewith) and individual
performance (the foregoing factors are listed in the order of their
relative importance in the decisions of the Board and the CEO).

The Board's Compensation Committee, consisting of Messrs.
Carrus and Wiener, utilized the foregoing factors in the same manner in
determining whether to grant equity-based incentive compensation to
executive officers under the Option Plan and the Deferred Share Plan.
Because, as noted above, it is the policy of the Board of Directors to
require any person who is a director of the Company to recuse himself
from any decision regarding the amount of such person's
salary or other compensation, Messrs. Carrus and Wiener do not receive
awards under the Option Plan or the Deferred Share Plan, and none of
the executive officers participates in Board decisions regarding the
amount of his own compensation.

Section 162(m) of the Internal Revenue Code generally disallows an
income tax deduction to public companies for compensation over
$1,000,000 paid in a year to any one of the CEO or the four most highly
compensated other executive officers, to the extent that this
compensation is not "performance based" within the meaning of Section
162(m). The Compensation Committee and the Board determined that their
general policy will be to structure the compensation arrangements for
the CEO and other senior executive officers, to the extent feasible and
taking into account all relevant considerations, so as to satisfy
Section 162(m)'s conditions for deductibility. In accordance with this
policy, the Compensation Committee decided, and Mr. Karmazin agreed,
that any options due to Mr. Karmazin on account of the Company's
achievement of its 1993 EBITDA goals should be in the form of 131,142
options for the purchase of 56,142 Class A Shares and 75,000 Class B
Shares, granted at an exercise price equal to the full fair market
value of the underlying shares of Common Stock on the date of grant,
rather than 112,500 options at an exercise price of 85% of the 1993
year-end closing price, as called for by Mr. Karmazin's employment
agreement. In January 1995 in recognition of the Company exceeding its
1994 EBITDA target, the Compensation Committee awarded Mr. Karmazin
options and deferred shares pursuant to his employment agreement. The
Compensation Committee expects that a significant portion of the
compensation provided to the CEO and the CFO will continue to be
performance-based.

Gerald Carrus Farid Suleman Jeffrey Sherman
Michael A. Wiener Steven A. Lerman James L. Singleton
Mel Karmazin Alan R. Batkin James A. Stern

</PAGE>

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Performance Graph

The chart below compares the performance of the Class A
Shares with the performance of the NASDAQ Composite Index and a peer
group of companies, measuring the changes in common stock prices from
January 31, 1992 to December 31, 1994. As required by the SEC, the
values shown assume the reinvestment of all dividends and, in the case
of the peer group, are weighted to reflect the market capitalization of
the component companies. The peer group is comprised of Capital
Cities/ABC Inc., CBS, Inc., Viacom, Inc., Gannett Co. Inc., Tribune Co.
and Clear Channel Communications, Inc., all of which, like the Company,
are major advertiser-supported media and entertainment companies.

CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED JANUARY 31, 1992

1/92 12/92 12/93 12/94

NASDAQ COMPOSITE $100 $110 $125 $123

INFINITY BROADCASTING $100 $140 $388 $405

PEER GROUP $100 $122 $151 $189

</PAGE>

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· Enlarge/Download Table
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the
beneficial ownership of the Company's common stock as of April 3, 1995,
by (1) each person known to the Company to own beneficially more than
5% of any class of Common Stock, (2) each director and nominee to serve
as a director of the Company, (3) each executive officer of the Company
named in the Summary Compensation Table and (4) all directors and
executive officers of the Company as a group.

Class A Shares Class B Shares Class C Shares

Percent
of Total
Percent of Percent of Percent of Voting
Name Shares 1 Class 1 Shares 1 Class ** 1 Shares 1 Class 1 Power 1

Gerald Carrus 2 ..... - - 1,833,012 30.8% - - 28.2%

Michael A. Wiener 2 . - - 1,593,138 26.7% - - 24.5%

Mel Karmazin 2 ...... 245,834 3 * 2,531,971 4 42.5% - - 29.1%

Farid Suleman 2 ..... 122,016 5 * - - - - *

Steven A. Lerman .... - - - - - - -

Alan R. Batkin ...... 11,250 6 * - - - - *

Jeffrey Sherman ..... - - - - - - -

James L. Singleton .. - - - - - - -

James A. Stern ...... - - - - - - -

Lehman Investors 7 .. - - - - 9,431,640 8 100.00% 8 12.7%

The Putnam Advisory
Company, Inc. 9 ... 473,575 1.7% - - - - *

Putnam Investment
Management, Inc 9 . 3,526,690 12.8% - - - - 5.4%

College Retirement
Equities Fund 10 .. 1,869,550 6.8% - - - - 2.9%

All directors and
executives officers
as a group
(9 persons) ....... 379,100 1.4% 5,958,121 100.0% - - 68.2%

<FN>

* Less than 1%

** Assumes the exercise of all options and deferred shares for the purchase
of Class B Shares beneficially owned. Such percentages for Messrs.
Carrus and Wiener would be 49.5% and 43.1%, respectively, assuming such
options and deferred shares are not exercised.

</PAGE>

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____________________________
<FN>

1. The information as to beneficial ownership is based on statements
furnished to the Company by the beneficial owners. As used in the Table,
"beneficial ownership" means the sole or shared power to vote or to direct the
voting of, a security, or the sole or shared investment power with respect to
a security (i.e., the power to dispose of, or to direct the disposition of, a
security). For purposes of the Table, a person is deemed to have "beneficial
ownership" of any security that such person has the right to acquire within 60
days after April 3, 1995, except that "beneficial ownership" does not include
the number of Class A Shares issuable upon conversion of Class B Shares and
Class C Shares, even though Class B Shares and Class C Shares are freely
convertible into Class A Shares.

2. The address of each person is Infinity Broadcasting Corporation, 600
Madison Avenue, New York, New York 10022.

3. Includes options and warrants exercisable for 88,581 Class A Shares.

4. Includes options and deferred shares exercisable for 2,258,093 Class B
Shares.

5. Includes options exercisable for 89,875 Class A Shares.

6. Includes options exercisable for 9,000 Class A Shares.

7. The general partners of the limited partnerships included in the Lehman
Investors are subsidiaries of Lehman Brothers Holdings Inc. The address for
each of the Lehman Investors is Three World Financial Center, New York, New
York 10285.

8. Includes warrants exercisable for 8,935,526 Class C Shares.

9. Includes Class A Shares beneficially owned by the Putnam Advisory Company,
Inc. ("PAC") and Putnam Investment Management, Inc. ("PIM") as reported to the
Company on January 23, 1995. PAC and PIM are both wholly-owned subsidiaries
of Putnam Investments, Inc. ("PI"), a wholly-owned subsidiary of Marsh &
McLennan Companies, Inc. ("M&MC"). Of the 473,575 Class A Shares beneficially
owned by PAC, 368,017 shares are owned with shared voting power and all are
owned with shared dispositive power. Of the 3,056,115 Class A Shares
beneficially owned by PIM, all are owned with shared dispositive power.
M&MC disclaims beneficial ownership of the 3,529,690 Class A Shares
beneficially owned by PAC and PIM. The address of PAC, PIM, PI is One Post
Office Square, Boston, Massachusetts 02109 and of M&MC is 1166 Avenue of the
Americas, New York, New York 10036.

10. Includes Class A Shares beneficially owned by College Retirement
Equities Fund ("CREF") as reported to the Company on February 13, 1995. The
address of CREF is 730 Third Avenue, New York, New York 10017.

</PAGE>

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CERTAIN RELATIONSHIPS AND TRANSACTIONS

Since February 1980, the Company has leased approximately
7,500 square feet of office space in Boston, Massachusetts from 1265 Realty
Company. Gerald Carrus and Michael A. Wiener each owns 35% of 1265 Realty
Company. The Company's Boston radio station, WBCN-FM, uses this space for its
studios and offices. The lease, as amended in 1983, expires on December
31, 1998 and provides for an annual rent of $145,380, subject to certain
annual adjustments to account for inflation. The Company believes that the
terms of this lease are comparable to those that would be contained
in a lease entered into with an unrelated third party.

Mr. Lerman is a partner in the law firm of Leventhal, Senter
& Lerman, which represents the Company in certain matters. During 1994, the
Company paid Leventhal, Senter & Lerman approximately $1,287,181 in
respect of services rendered to the Company in 1994.

Transactions between the Company and its officers, directors and
affiliates, and loans made by the Company to such persons, are approved by
a majority of the directors who are not party to such transactions. The
Company intends to continue this policy in the future.

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

KPMG Peat Marwick LLP has been recommended by the Board of
Directors for reappointment as the independent public accountants for the
Company. KPMG Peat Marwick LLP were the auditors for the Company for
the year ended December 31, 1994, and the firm is a member of the SEC
Practice Section of the American Institute of Certified Public
Accountants. Subject to stockholder ratification, the Board of Directors
has appointed this firm as the Company's independent public accountants
for 1995.

Representatives of the firm will attend the Annual Meeting and will
have an opportunity to make a statement if they so desire and to respond to
appropriate questions from stockholders.

The Company will present to the Annual Meeting the following
resolution:

RESOLVED: That the selection, by the Board of Directors, of KPMG
Peat Marwick LLP as independent public accountants to audit the books
of account and other corporate records of the Company for 1995 be,
and hereby is, ratified.

Adoption of this proposal requires approval by a majority of the
votes that could be cast by the holders of the shares of all classes of
the Common Stock who are present in person or by proxy at the Annual
Meeting. Spaces are provided in the accompanying form of proxy for
specifying approval, disapproval or abstention as to this proposal.
Abstentions from voting on this proposal (including broker non-votes)
will have the effect of votes against this proposal.

The Board of Directors recommends a vote "FOR" this proposal.

</PAGE>

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STOCKHOLDER PROPOSALS FOR 1996

Under the rules of the Commission, any stockholder proposal intended
for inclusion in the proxy material for the annual meeting of stockholders
to be held in 1996 must be received by the Company by December 29, 1995
to be eligible for inclusion in such proxy material. Proposals should be
addressed to Michael A. Wiener, Secretary, Infinity Broadcasting
Corporation, 600 Madison Avenue, New York, N.Y. 10022. Proposals must
comply with the proxy rules of the SEC relating to stockholder proposals in
order to be included in the proxy materials.

GENERAL

The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, including consolidated finan- cial statements and other
information (the "1994 Annual Report"), accompanies this Proxy Statement but
does not form a part of the proxy soliciting material. A complete list of the
stockholders of record entitled to vote at the Annual Meeting will be open
and available for examination by any stockholder, for any purpose germane to
the meeting, between 9:00 A.M. and 5:00 P.M. at the Company's offices at
600 Madison Avenue, New York, New York from June 1, 1995 to the date of the
meeting.

Although the 1994 Annual Report is being provided to stockholders,
in accordance with applicable rules of the SEC, the Company notes the
following:

The Company will provide each of its stockholders, without charge, upon
the written request of any such person, a copy of the 1994 Annual
Report, required to be filed with the SEC pursuant to Rule 13a-1 under
the Exchange Act for the Company's most recent fiscal year.
Exhibits to the 1994 Annual Report will not be supplied unless
specifically requested, for which there may be a reasonable charge.
Those stockholders wishing to obtain a copy of the 1994 Annual
Report should submit a written request to: Michael A. Wiener,
Secretary, Infinity Broadcasting Corporation, 600 Madison Avenue, New
York, New York 10022.

In addition to solicitation by mail, proxies may be solicited in
person, or by telephone or telecopy, by directors and by officers and other
regular employees of the Company. All expenses in connection with the
preparation of proxy material and the solicitation of proxies will be borne by
the Company.

By Order of the Board of Directors

__________________________________
April 28, 1995 Michael A. Wiener
Co-Chairman of the Board and Secretary

</PAGE>

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Infinity Broadcasting Corporation Proxy Form

Proxy Solicited on Behalf of the Board of Directors for the Annual
Meeting of Stockholders
June 15, 1995

The undersigned hereby appoint(s) Gerald Carrus and Michael A. Wiener, or
either of them, each with full power of substitution, as proxies to vote all
stock in Infinity Broadcasting Corporation that the undersigned would be
entitled to vote on all matters that may come before the 1995 Annual Meeting
of Stockholders and any adjournments thereof.

Returned proxy forms will be voted: (1) as specified on the matters listed on
the reverse side of this form; (2) in accordance with the Directors'
recommendations where a choice is not specified; and (3) in accordance with
the judgment of the proxies on any other matters that properly come before the
meeting.

Your shares will not be voted unless your signed Proxy Form is returned or you
otherwise vote at the meeting.

SIGNATURE(S)____________________________________Dated: _________________, 1995.

Please sign as registered and return promptly in the enclosed envelope.

Executors, trustees and others signing in a representative capacity should
include their names and the capacity in which they sign.

</PAGE>

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INSTRUCTIONS: Mark votes by placing an "x" in the appropriate .

The Board of Directors recommends a vote FOR the proposals relating to:

A. Election of Directors (to withhold vote for any nominee, write his name
on the line provided)

VOTE
FOR WITHHELD

Nominees for election by holders of all
classes of stock (Gerald Carrus, Michael
A. Wiener, Mel Karmazin, Farid Suleman
and Steven A. Lerman)

___________________________________________ ___ ___

Nominees for election by holders of Class
A Shares only (Alan R. Batkin and Jeffrey
Sherman)

___________________________________________ ___ ___

Nominees for election by holders of Class C
Shares only (James L. Singleton and James
A. Stern)

____________________________________________ ___ ___

FOR AGAINST ABSTAIN

B. KPMG Peat Marwick LLP as Independent
Auditors

________________________________________ ___ ___ ___

Please complete, sign and date the other side and return promptly.

</PAGE>

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	1/31/92	15
	10/24/94	7
	12/30/94	10
	12/31/94	2	19	10-K
	1/23/95	17
	2/3/95	12
	2/13/95	17
	4/3/95	16	17
	4/20/95	7
Filed On / Filed As Of / For The Period Ended	4/28/95	2	19
	5/5/95	3
	6/1/95	19
	6/15/95	2	20
	12/29/95	19
	12/31/95	4	11	10-K, 8-K/A
	12/31/98	18

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Infinity Media Corp · DEF 14A · For 4/28/95

Filed On 4/28/95 · SEC File 0-14702 · Accession Number 792863-95-4

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents