IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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ANNE KLEIN, on behalf of herself and all Civil Action
others sim:ilarly situated,
Plaintiff,
V.
INFINITY BROADCASTING CORP, MEL KARMAZIN, :
GEORGE HENRY CONRADES, BRUCE S. GORDON,
W[LLIAM S. LEVINE, DAVID T. MCLAUGHLIN, :
ARTURO R. MORENO, JEFFERY SHERMAN,
FARID SULEMAN, ROBERT D. WALTER and :
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VIACOM INC., :,_.'
i )
Defendants. 7;
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CLASS ACTION COMPLAINT
Plaintiff, by her attorneys, alleges upon information and belief except with respect to
her ownership of Infinity Broadcasting Corp. ("Infinity" or the "Company") Class A common
stock, and her suitability to serve as a class representative, which i:s alleged upon personal
knowledge, as follows:
PARTIES
1. Plaintiff is the owner of shares of defendant Infinity.
2. Infinity Broadcasting Corp. is a Delaware corporation with executive offices at 40
West 571h Street, New York, New York 10019. Infinity is a holding company with subsidiaries
which own and operate radio stations. As of March 30,2000, Infinity had approximately 393,
169,487 s,hares of Class A common stock outstanding.
3. Defendant Mel Karmazin is Chairman of the Board, Chief Executive Officer,
President and a Director of Infinity.
SNIPPETS:
INFINITY BROADCASTING CORP, MEL KARMAZIN,: GEORGE HENRY CONRADES, BRUCE S. GORDON,
Plaintiff, by her attorneys, alleges upon information and belief except with respect to
her ownership of Infinity Broadcasting Corp. Class A common
West 571h Street, New York, New York 10019.
169,487 s,hares of Class A common stock outstanding.
Defendant Farid Suleman is Chief Financial Officer, an Executive Officer,
The foregoing individual directors of Infinity (collectively the "Director
Defendants"), owe fiduciary d.uties to Infinity and its shareholders.
Viacom Inc. is a Delaware corporation with executive offices at 1515 Broadway,
Viacom holds 100% of Infinity's Class B common shares,
approximately 64.3% of Infmity's equity and approximately 90% of the combined voting power
As a controlling shareholder of Infinity, Viacom owes the minority public shareholders
Plaintiff brings this action on her own behalf and as a class action on behalf of all
There are questions of law and fact which are common to members of the
Class and which predominate over any questions affecting any individual members.
such breach, by virtue of their participation and/or acquiescence and by their other conduct
A,ccordingly, plaintiff is an adequate representative of the Class and will fairly and
Viacom holds 100% of Infinity's Class B common stock, representing
Viacom's domination and control of Infinity and its board will unfairly impede the
The proposed transaction is wrongful, unfair and harmful to Infinity' public
affiliates.
earnings and profitable businesses.
planning and/or effecting the foregoing specified acts and in
and the Class, and have breached, and are breaching, their fiduciary duties to plaintiff and
for all loslses and damages suffered and to be suffered by them as a result of the acts and
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