`T! IN THE C0UR.T OF CHANCERY OF THE STATE OF DELAWARE
2 IN AND FOR NEW CASTLE COUNTY
HOWARD L. MILKIS, on behalf of himself and all
others similarly situated,
Plaintiff,
Civil Action No.
VS.
DAVID 1`. MCLAUGHLIN, WILLIAM S. LEVINE,
ARTURCl R. MORENO, 13RUCE S. GORDON,
.IE.FFREY SHERMAN, GEORGE H. CONRADES,
ROBERT DOWNS WALTER, MEL KARMAZIN,
FARID SULEMAN, INFINITY BROADCASTING
CORPORATION and VIACOM, INC.:
Defendants.
SHAREHOLDER'S CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, for his complaint against defendants, alleges upon
knowledge with respect to paragraph 4, and upon information and belief based, inter
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
defendant Infinity Broadcasting Corporation ("Infinity" or the "Company"), against
its officers and directors and the controlling shareholder of Infinity to enjoin
defendants related to the proposed acquisition of the outstanding shares of Infinity
stock by its majorty controlling shareholder, defendant Viacom, Inc. ("Viacom").
2. The consideration that Viacom has stated it will offer to members of
(as defined below) in the proposed stock acquisition is unfair and grossly inadequate,
among other things, the intrinsic value of Infinity's common stock is materially in excess of
SNIPPETS:
.IE.FFREY SHERMAN, GEORGE H. CONRADES, ROBERT DOWNS WALTER, MEL KARMAZIN, FARID SULEMAN,
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
defendants related to the proposed acquisition of the outstanding shares of Infinity common
stock by its majorty controlling shareholder, defendant Viacom, Inc..
The consideration 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.
As of April 30, 2000, Infinity had 387,941,OOO shares of common stock
outstanding, held by hundreds 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' acquisi-tio,n of the publicly-held minority shares of Infinity for unfair
inadequate consideration, and colluding 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 h4errill 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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