IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
YEHUDA GLATZER, on behalf of himself and all X
others similarly situated,
Plaintiff,
Civil Action No.
vs.
DAVID T. MCLAUGHLIN, WILLIAM S. LEVINE,
ARTURO R. MORENO, BRUCE S. GORDON,
JEFFREY SHERMAN, GEORGE H. CONRADES,
ROBERT DOWNS WALTER, MEL KARMAZIN,
FARID SULEMAN, INFINITY BROADCASTING
CORPORATION and VIACOM, INC.,
Defendants.
X
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 majority controlling shareholder, defendant Viacom, Inc. ("Viacom").
2. The consideration that Viacom has stated it will offer to members of the Class (as
defined below) in the proposed stock acquisition is unfair and grossly inadequate, because among
other things, the intrinsic value of Infinity's common stock is materially in excess of the amount
offered, giving due consideration to the Company's growth and anticipated operating results, net
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
by its majority controlling shareholder, defendant Viacom, Inc..
defined below) in the proposed stock acquisition is unfair and grossly inadequate,
the intrinsic value of Infinity's common stock is materially in excess of the amount
asset value and future profitability.
Plaintiff Yehuda Glatzer is and at all relevant times has been an owner of Infinity
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 siock
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 of
By virtue of their positions as directors and/or officers of Infinity and/or their
their fiduciary duties to Infinity's public stockholders by acting to cause or facilitate
acquisition of the publicly-held minority shares of Infinity for unfair and inadequate
The Class is so numerous that joinder of all members is impracticable.
already own for the price of $40.04 per share in Viacom stock.
Infinity on August 14,2000, the day before the announcement of the Proposed Transaction.
Additionally, a report issued by
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
unfair and grossly inadequate and constitutes unfair dealing because, among other things, the
Unless enjoined by this Court, defendants will continue to breach their fiduciary
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