IN THE C0UR.T OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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MICHAEL SHAW, on behalf of himself and all others .
similarly situated,
Plaintiff,
Civil Action No. \ 8 2y ( - ,@ L
DAVID T. MCLAUGHLIN, WILLIAM S. LEVINE,
ARTURO R. MORENO, BRIJCE S. GORDON,
JEFFREY SHERMAN, GEORGE 1% CONRADES,
RONBERT DOWNS WA.LTER., MEL KARMAZIN,
FARID SIJLEMAN, INFINITY BROADCASTING
CORPORATION and VIACGM, INC.,
Defendants.
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SHAREHOLDER'S CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, for his complaint against defendants, alleges upon personal
knowledge with respect to paragraph 4, and upon information and belief based, inter alia,
upon the investigation of counsel, as to all other allegations herein, as follows:
NATURE OF THE ACTION
1. This is a stockholders' class action on behalf of the public stockholders of
defendant Infinity Broadcasting Corporation ("Infinity" or the "Company"), against certain of
its, officers and directors and the controlling shareholder of Infinity to enjoin certain actions of
defendants related to the proposed acquisition of the outstanding shares of Infinity common
stock by its majorty controllng shareholder, defendant Viacom, Inc. ("Viacom")
2. The corxideration that Viacom has stated it will offer to members of the Class
(a.~ defined below) in the proposed stock acquisition is unfair and grossly inadequate, because
among other things, the intrimic value of Infinity's common stock is materially in excess of
the amount offered, giving due consideration to the Company's growth and anticipated
SNIPPETS:
SHAREHOLDER'S CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, for his complaint against defendants, alleges upon personal
This is a stockholders' class action on behalf of the public stockholders of
defendant Infinity Broadcasting Corporation,
defendants related to the proposed acquisition of the outstanding shares of Infinity common
stock by its majorty controllng shareholder, defendant Viacom, Inc.
The corxideration that Viacom has stated it will offer to members of the Class
in the proposed stock acquisition is unfair and grossly inadequate,
net asset value and future profitability.
Plaintiff is and at all relevant times has been an owner of Infinity common
offices located at 40 West 57th Street, New York, New York 10019.
outstanding, held by hundred:s if not thousands of shareholders of record.
and its representatives on the Infinity board effectively control and dominate Infinity's
Mel Karmazin and Farid Suleman have served as the directors
By virtue of their positions as directors and/or officers of Infinity and/or their
facilitate Viacom' acquisition of the publicly-held minority shares of Infinity for unfair and
inadequate consideration, and Icolluding in Viacom's coercive tactics in accompanying such
fiduciary duties to plaintiff and the other members of the Class;
not already own for the price of $40.04 per share in Viacom stock.
The Proposed Transaction, using Viacom stock as currency, has
a report issued by J. Reif-Cohen at Merrill Lynch Capital Markets
Management continues to deliver among the strongest rates of same-store growth in the entire
We expect Infinity to continue to report above-average growth given management's focused
unconscionable, unfair and grossly inadequate and constitutes unfair dealing because, among
Unless enjoined by this Court, defendants will continue to breach their
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