IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE i
IN AND FOR NEW CASTLE COUNTY /
I
F!EBECCA SIEGEL, on behalf of herself j
and all others similarly situated,
Plaintiff,
Civil Action No.
-against- c- `
z 1
MEL KARMAZIN, DAVID T. MCLAUGHLIN, i
JEFFREY SHERMAN, ARTURO R.
MORENO, ROBERT D. WALTER, BRUCE S.
GORDON, GEORGE H. CONRADES,
VVILLIAM S. LEVINE, F.ARID SULEMAN,
INFINITY BROADCASTING CORP. and
VIACOM INC.,
Defendants.
CLL4SS ACTION COMPLAINT
Plaintiff, by her attorneys, Rosenthal, Monh,ait, Gross & Goddess,
P.A., for her complaint against defendants, alleges upon information and belief,
except as to paragraph 2 hereof, which is alleged upon knowledge, as follows:
1. Plaintiff brings this action pursuant to Rule 23 of the Rules of
the Court of Chancery on her own behalf and as a class action on behalf of all
persons, other than defendants and those in privity with them, who own the
commorl stock of Infinity Broadcasting Corp. ("Infinity" or the "Company"). Infinity
operates the radio broadcasting and outdoor advertising business of CBS
Corpora,tion ("CBS"). On September 6, 1999, CBS and Viacom Inc. ("Viacom")
entered into an Agreement and Plan of Merger, as amended, pursuant to which
CBS would merge with and into Viacom (or a wholly-owned subsidiary of
Viacom). That merger has since been consummated.
SNIPPETS:
Plaintiff, by her attorneys, Rosenthal, Monh,ait, Gross & Goddess,
P.A., for her complaint against defendants, alleges upon information and belief,
Plaintiff brings this action pursuant to Rule 23 of the Rules of
commorl stock of Infinity Broadcasting Corp..
operates the radio broadcasting and outdoor advertising business of CBS
On September 6, 1999, CBS and Viacom Inc.
That merger has since been consummated.
Plaintiff has been the owner of the common stock of Infinity
since prior to the transaction Iherein complained of and continuously to date.
Defendant Infinity is a Delaware corporation with its principal
offices located at 40 VVest 57%h Street, New York, New York 10019.
A common stock and 700,000,000 shares of Class B common stock.
Defendant Mel Karrnazin, at all times relevant hereto, has
President and Chief Executive Officer of Infinity and President
Defendants David T. McLaughlin, at all times relevant hereto,
stand in a fiduciary position relative to the Company's public shareholders.
The class is so numerous that joinder elf all members is
As of April 30, 2000, the Company had ifssued and outstanding
There are questions of law and fact which are common to the
a breach of the duty of fair clealing with respect to the pl,aintiff and the other
thereby making appropriate injunctive relief and/or
Directors had formed a special committee composed of Ipurportedly independent
Class A Common Stock closing price of $35.25 per share on that date.
to the pulblic stockholders of ll?finity; and the $40.04 per share price is not the
as part of a plan for defendants to obtain complete
violated their fiduciary duties to Infinity and the remaining stockholders of Infinity
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