ITEM 1. BUSINESS
BACKGROUND
Infinity Broadcasting Corporation (the "Company" or "Infinity") is the largest owner and operator of radio stations in the United States. It is one of only two companies able to offer advertisers a radio listening audience in each of the nation's top ten radio markets (the other being CBS, Inc.). Based on information contained in Duncan's Radio Market Guide (1995 ed.), Infinity ranked first in total radio revenues in 1994 among all companies owning radio stations in the United States. The Company serves markets accounting for approximately $2.7 billion in radio advertising revenues, representing approximately 27% of the total radio advertising expenditures in the United States in 1994. Upon completion of the acquisition of KLUV-FM referred to below, Infinity would own and operate 27 radio stations serving 13 of the nation's largest radio markets.
Since Infinity acquired its first radio station in May 1973, it has expanded by acquiring and developing underperforming stations in	the nation's largest media markets, where the greatest proportion of radio advertising dollars is spent.	 The Company believes that its presence in large markets	makes it attractive to advertisers and that	the overall diversity of its stations reduces its dependence on any single station, local economy or advertiser.
In each of its markets, the Company attracts a specific demographic group by targeting its program format and hiring popular on-air talent. The Company's stations serve diverse target demographics through a broad range of programming	formats such as rock, oldies, news/talk, adult contemporary, all-sports and country.	 The Company's overall programming strategy in part is to acquire significant on-air talent and broadcasting rights for sports franchises.
The diversity of station and market characteristics, combined with the Company's acquisition and operating strategies, have enabled the Company to achieve consistent growth in revenues and operating cash flow	(as used in this Form 10-K, the term "operating cash flow" means operating income plus depreciation and amortization).
The Company was incorporated in	1972 in Delaware and first issued shares of its common stock to the public in June 1986. In August 1988, the Company became privately held as a result of a merger with a company whose stockholders were the Company's principal stockholders and executive officers at the time.	 The Company was the surviving corporation in the merger. On February 5, 1992, the Company and certain holders	of warrants exercisable for shares of the Company's Class A Common Stock sold 13,788,826 shares of	Class A Common Stock	through an initial public offering (the "Common Stock IPO"). In addition, on May 13, 1993, the Company and certain holders of warrants exercisable for shares of the Company's Class A Common Stock sold 8,148,814 shares of Class A Common Stock through another public offering.
RECENT DEVELOPMENTS
In February 1994, the Company completed the acquisition of KRTH-FM, a radio station serving Los Angeles, for approximately $116 million. In June 1994, the Company completed the acquisitions of Washington, D.C. radio stations WPGC-AM/FM for approximately $61 million and Detroit radio station WXYT-AM for approximately $23 million (together with the acquisition of radio stations KRTH-FM and WPGC-AM/FM, described above, the "1994 Acquisitions").
In addition, on February 3, 1994, the Company, Unistar Communications Group, Inc. ("UCG") Unistar Radio Networks, Inc. ("Unistar") and Westwood One, Inc. ("Westwood One") consummated the Stock Purchase Agreement dated November 4, 1993 for the purchase by Westwood One of Unistar, an affiliate of the Company, for approximately $101.3 million. In connection with the Westwood One/Unistar transaction, an affiliate of the Company received 5 million newly issued shares of common stock of Westwood One for $3 per share (which represents approximately 16.13% of the issued and outstanding capital stock of Westwood One) and a warrant to purchase an additional 3 million shares of Westwood One's common stock at a purchase price of $3 per share, subject to certain vesting requirements. In connection with the transactions, the Company is managing Westwood One pursuant to a management agreement, and the Company's Chief Executive Officer, Mel Karmazin, and Chief Financial Officer, Farid Suleman, serve as the Chief Executive Officer and Chief Financial Officer, respectively, of Westwood One. The agreement provides for a base management fee plus a bonus based on acheiving cash flow targets and additional warrants to acquire up to 1.5 million shares of Westwood One's common stock at a purchase price ranging from $3 to $5 per share in the event that Westwood One's common stock trades above certain target price levels. In September 1994, pursuant to such provision, the Company received a warrant to purchase 500,000 shares of Westwood One's common stock at an exercise price of $3 per share.
On September 12,	1994, the Company entered into an agreement to purchase KLUV-FM in Dallas/Fort Worth for approximately $51 million.
The Company continues to seek opportunities for expansion through the acquisition of additional radio stations, although its ability to make further acquisitions may be limited by certain regulatory requirements. See "Business--Federal Regulation of Radio Broadcasting" appearing elsewhere in this Report.
			 ________________
Company Strategy
The Company's overall strategy is to own and operate radio stations in the nation's largest radio revenue markets. The Company believes that its presence in large markets makes	it attractive to advertisers and that the overall diversity of its stations	reduces its dependence on any single station, local economy or advertiser. The Company also believes that by serving major markets, it is able to attract more highly skilled management, employees and on-air talent.
In developing its	stations, the Company takes a variety of actions to improve a station's operating cash flow, including instituting strict financial reporting requirements and cost controls, directing promotional activities, developing programming to improve the station's appeal to a targeted audience group and enhancing advertising sales efforts. In particular, the Company emphasizes increasing local
advertising revenues in order to reduce dependence on national advertising revenues. During the year ended December 31, 1994, the Company generated approximately 73% of its total revenues from local and regional advertising.
In operating its stations, the Company concentrates on the development of strong decentralized local	management, which is responsible for the day-to-day operations of the station.	Local management, in	cooperation with corporate management, is responsible for developing programming. Corporate management is responsible for long-range planning, establishing policies and procedures, maximizing cost savings where centralized purchasing is appropriate, resource allocation and maintaining overall control of the stations.
The overall mix of a station's programming is designed to fit each station's specific format and serve its local community. The Company's overall programming strategy includes acquiring significant	on-air talent and sports franchises for its radio stations. The Company believes that this strategy, in addition to developing loyal audiences for its radio stations, enables the Company to	obtain additional revenues, including revenues from syndicating such programming franchises to other radio stations. In addition to its regular programming, all of the Company's stations provide non-entertainment programming, such as news and public affairs broadcasts.
The Company expects to continue to acquire radio stations with strong growth potential in the Company's current markets, subject to the Communications	Act of 1934,	as amended (the "Communications Act"), and Federal Communications Commission (the "FCC") rules, which impose certain limits on the maximum number of radio stations the Company can own nationwide and	the number of stations the Company can own in the same geographic market. Because the	Company has historically grown in part through the acquisition of broadcasting properties, limitations imposed by the FCC on the number of broadcasting properties the Company can acquire could limit the Company's ability to grow through acquisitions in the future. See "Business--Federal Regulation of Radio Broadcasting--Ownership Matters", appearing elsewhere in this Report. Other than as described in this Report, the Company has no present agreements or arrangements to acquire or sell any radio stations.
The Company's affiliation with Westwood One will enable the Company to expand its presence in	the radio program distribution business while simultaneously enhancing the programming lineups of Westwood One.
Advertising
The Company believes that radio is one of	the most efficient, cost-effective means for advertisers to reach specific demographic groups. Advertising rates charged by radio stations are based primarily on a station's ability to attract audiences in the demographic groups targeted by advertisers (as measured by rating service surveys quantifying	the number of listeners tuned to the	station at various times), on the number of stations in the	market competing for the same demographic group and on the supply of and demand	for radio advertising	time.	Rates are generally highest during morning and evening drive-time hours.
Radio station revenues are derived substantially from local, regional and national advertising. Local and regional sales generally are made by a station's sales staff. National sales are made by "national rep" firms, which specialize in radio advertising	sales on the	national level.	 These firms	are compensated on a	commission-only basis. Most advertising contracts are short-term, generally running for only a few weeks.
Competition
Radio broadcasting is a competitive business. The Company's radio stations compete for listeners and advertising revenues directly with other radio stations within their markets.	Radio stations compete for listeners primarily on the basis of program content and by hiring on-air talent which appeals to a particular demographic group. By building a strong listenership base comprised of a specific demographic group in each of its markets, the Company is able to attract advertisers seeking to reach these listeners.
Other media, including broadcast television, cable television, newspapers, magazines, direct mail,	coupons and billboard advertising also compete with the Company's stations for advertising revenues.
Seasonality
The Company's revenues vary throughout the year. As is the case throughout the radio broadcast industry, the Company's first quarter generally reflects the lowest revenues for each year.
Employees
As of December 31, 1994,	the Company had approximately 828 full-time employees and approximately 286 part-time employees. Certain employees at the Company's stations in New York, Los Angeles, Chicago, Philadelphia, and Boston,	 totalling approximately 185,	are represented by unions. The Company believes that its	relations with its employees and their unions are good.
The Company employs	 several high-profile on-air personalities with large loyal audiences in their respective markets. The Company generally enters into employment agreements with its on-air talent and commissioned sales representatives to protect its interests in those relationships that it believes	to be valuable. The Company has entered into employment agreements with three of its four executive officers (see "Executive Compensation--Employment Agreements", appearing in Part III of this Report, which is incorporated by reference) and with all of its high-profile on-air personalities.
Federal Regulation of Radio Broadcasting
The ownership, operation and sale of radio stations, including those licensed to the Company, are subject to the jurisdiction of the FCC, which engages in extensive and changing regulation of the radio broadcasting industry under	authority granted by the Communications Act. Among other things, the FCC assigns frequency bands for broadcasting; determines the particular	 frequencies, locations and operating power of stations; issues, renews, revokes and modifies station licenses; determines whether to approve changes in ownership or control of station licenses; regulates equipment used by stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations;	regulates program content (including indecent and obscene program material) and has the power to impose penalties for violations of its rules or the Communications Act.
The following is a brief summary of certain provisions of the Communications	Act and of specific FCC regulations	and policies. Reference should be made to the Communications Act, FCC rules and the public	notices and rulings of	the FCC for further information concerning the nature and	extent of federal regulation of broadcast stations.
The following table sets forth certain information on each of the Company's radio stations, including the pending acquisition of KLUV-FM:
License Renewal. Radio broadcasting licenses are granted for maximum terms of seven years.	 They are subject to renewal upon application	to the FCC. During certain periods	when a renewal application is pending, (1) competing applicants are permitted to file for the radio frequency	being used by the renewal applicant; (2) interested parties, including members of the public, are permitted to file petitions to deny or informal objections against license renewal applications; and (3) the transferability of the applicant's license is restricted. The FCC is required to hold evidentiary hearings on renewal applications if a competing application is timely filed against a renewal	application, or if the	FCC is unable to determine that renewal of a license would serve the public interest, convenience and necessity, or	if a petition to deny or objection raises a "substantial and material question of fact" as to whether the grant of the renewal application would be	 prima	facie inconsistent with the public interest, convenience and necessity.
Ownership	Matters. The	Communications Act prohibits the assignment of a license or the transfer of control of a broadcast licensee without the prior approval of the FCC. In determining whether to grant or renew a broadcast license, the FCC considers a number of factors pertaining to the licensee, including compliance with	the Communications Act's limitations on alien ownership, compliance with	various rules limiting common ownership of broadcast, cable and newspaper properties, and the "character" of the	 licensee and those persons holding "attributable" interests therein.
Under the Communications Act, broadcast licenses may not be granted to any corporation having more than 20% of its issued and outstanding capital stock owned or voted by aliens (including non-U.S. corporations), foreign governments or their representatives (collectively, "Aliens") or having an Alien as an officer or director. The Communications Act also prohibits a corporation, without FCC waiver, from holding a broadcast license if that corporation is controlled, directly or indirectly, by another corporation, any officer of which is an Alien, or more than one-fourth of the directors of which are Aliens, or more than one-fourth of the issued and outstanding capital stock of which is owned or voted by Aliens. The FCC has issued interpretations of existing law under which these restrictions in modified form apply to other forms of business organizations, including partnerships. As a result of these provisions, in the absence of a waiver, the Company, which serves as a holding company for its various radio station subsidiaries, cannot have more than 25% of its stock owned or voted by Aliens, cannot have an officer who is an Alien, and cannot have more than one-fourth of its Board of Directors consist of Aliens.
Certain merchant banking partnerships (the "Lehman Investors") affiliated with Lehman Brothers Holdings, Inc. hold shares of the Company's capital stock and warrants exercisable for additional shares. See "Security Ownership of Certain Beneficial Owners and Management", appearing in Part III of this Report which is incorporated by reference.	Certain of the Lehman Investors and certain limited partners in the	Lehman Investors may be deemed to be Aliens or controlled by Aliens or their representatives under the Communications Act. Such Lehman Investors own and vote less than 1% of the Company's issued and outstanding capital stock. Assuming the exercise of the warrants held by such Lehman Investors, approximately 11.1% and 5.7% of the Company's issued and outstanding capital stock would
be owned and voted, respectively, by such Lehman Investors. The warrants held by the Lehman Investors can only	be exercised by the Lehman Investors to the extent such exercise would not cause the Company to violate the Communications Act's limitations on Alien ownership or control.
Current FCC rules limit the number of radio	broadcast stations that can be commonly owned, operated or controlled. These rules prohibit the Company from owning, operating or controlling,	directly or indirectly, more than 20 AM and 20 FM radio stations in the United States provided that the Company is permitted	 to have a non-controlling interest in up to 3 additional FM and 3 additional AM stations that are controlled by members of minority groups or by certain small businesses. The Company currently	owns 16 FM radio stations and 10 AM radio stations, and	 has entered	into an agreement to acquire Dallas/Fort Worth, Texas market radio station KLUV-FM.
The Communications Act and FCC rules also generally limit the common ownership, operation, or control of radio broadcast stations	in the	same service (AM or FM) serving	the same geographic market, of a radio broadcast station and a television broadcast station serving the same geographic market and	of a radio broadcast station and a daily newspaper serving the same geographic market.	Under these rules, absent waivers, the Company would not be permitted to acquire any newspaper or television broadcast station (other than low-power television) in a geographic market in which it now owns any radio broadcast properties. The FCC's rules provide for the liberal grant of waivers of the rule prohibiting ownership of radio and television stations in the same geographic market in the top 25 television markets if certain other conditions are satisfied. Similar rules provide for liberal grant of waivers of the rule prohibiting common ownership of a radio station and a newspaper in the same market in the nation's 25 largest markets.
The Company is permitted to own up to three stations, no more than two of which are FM stations,	in markets with fewer than 15 commercial stations, so long as the owned stations represent less than 50% of the stations in the market; in markets with 15 or more commercial stations the Company may own up to two AM and two FM stations, so long as the combined audience share of those stations does not exceed 25%. The FCC is currently considering other possible changes	to some of the FCC rules governing the ownership of broadcast properties. See "Federal Regulation of Radio Broadcasting--Proposed Changes". The Company owns three stations in each of the New York City, Chicago and Washington, D.C. markets, and two FM stations in the Boston and Los Angeles markets, all of which combinations are consistent with the FCC's local ownership rules.
The FCC	generally applies its ownership limits to "attributable" interests held by an individual, corporation, partnership or other association.	 In the case of corporations holding broadcast licenses, the interests of officers, directors and those who, directly or indirectly, have the right to vote 5% or more of the corporation's stock (or 10% or more of such stock in the case	of insurance companies, mutual funds,	bank trust departments and certain other passive investors that are holding stock for investment purposes only) are generally attributable, as are positions of an officer or director of a corporate	parent of a broadcast licensee. Currently, none of the Company's officers, directors or stockholders has an attributable interest in any company licensed to operate broadcast stations other than the Company. Certain stockholders and a director of the Company have a non-attributable interest in another broadcasting company, which is licensed to operate radio stations in some of the markets in which the Company's radio stations are located. Because such interests are non-attributable and have been disclosed repeatedly in ownership reports filed by the Company with the FCC, and in applications filed by the Company with the FCC which	 were granted, the Company believes that these cross-interests are consistent with FCC rules, policies and case law precedent.
Local Marketing Agreements. Over the past several years, a number of radio stations	have entered into what have commonly been referred to as "Local Marketing Agreements", or "LMAs". While these agreements may take varying forms,	under a typical LMA, separately owned and licensed radio stations agree to enter into cooperative arrangements of varying sorts, subject to compliance with the requirements of the antitrust laws and the FCC's rules and policies, including the requirement that the licensee of each station maintain independent control over the programming and station operations of its own stations. The most prevalent type of LMA is a time brokerage agreement among two separately-owned radio stations serving a common service	area, whereby the licensee of one station programs substantial portions of the broadcast day on the other licensee's station, subject to ultimate editorial and other	controls being	exercised by the latter licensee, and sells advertising time during such program segments. The FCC has held that such agreements involving radio stations	are not contrary to the Communications Act, provided that	the licensee of the station that is being substantially programmed	by another entity maintains complete responsibility for, and control over, the operations of its broadcast station, and assures compliance with applicable FCC rules and policies. The Company maintains an LMA arrangement with respect to its station WZRC-AM in New York City.
The FCC's rules provide that a station brokering more than 15% of the weekly	broadcast time of another station serving the same market will be considered to have an attributable ownership interest in the brokered station for purposes of the	FCC's multiple ownership rules. As a result, under these rules, a broadcast station will not be permitted to enter into an LMA or time brokerage agreement giving it the right to program more than 15% of the broadcast time, on a weekly basis, of another local station that it could not own under the FCC's local ownership rules. The FCC's rules also prohibit a broadcast licensee from simulcasting more than 25% of its programming on another station in the same broadcast service (i.e., AM-AM or FM-FM), whether it owns that	other station	or has a time brokerage or LMA arrangement with it, where the brokered and brokering stations serve substantially the same geographic area.
Programming and Operation. The Communications Act requires broadcasters to serve the "public interest". Since the late 1970s, the FCC gradually has relaxed or eliminated many of the more formalized procedures it developed to promote the broadcast of certain types of programming responsive to the needs of a station's community of license. However, licensees continue to be required to	present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating	such responsiveness.	Complaints from listeners concerning a station's programming often will be considered by the FCC when it evaluates renewal applications of a licensee, although such complaints may be filed	at any	time. Stations	also must follow various rules promulgated under the Communications Act that regulate, among other things, political advertising, the broadcast of obscene or indecent material, sponsorship identifications, the advertisement of contests and lotteries, and technical operations, including limits on radio frequency radiation.	In addition, licensees must develop and implement affirmative action plans designed to	promote equal employment opportunities, and must submit reports to the FCC with respect to these matters on an annual basis and in connection with renewal applications. Licensees must also annually file reports concerning any changes in the ownership of a licensee or certain entities with ownership interest in a licensee.
Failure to observe these	or other rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of "short" (less than the full seven-year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.
In a letter dated October 25, 1989, the	FCC requested the Company to respond to a complaint that it had received alleging that WXRK-FM, the Company's New York City FM radio station, had
broadcast certain programming that contained "indecent" material. On December 29, 1989, the Company submitted a letter to the FCC in which it contended that WXRK-FM had not broadcast	"indecent" programming. On November 29, 1990, the FCC issued a Notice of Apparent Liability for Monetary Forfeiture advising WXRK-FM (New York), WYSP-FM (Philadelphia), and WJFK-FM (Washington, D.C.) of apparent liability for forfeitures in the amount of $2,000 each for the broadcast, which was part of the Howard Stern Show and had been originated by	WXRK-FM and simulcast over the	other two stations. On February 11, 1991, the Company responded to this Notice, opposing the imposition of any fine and again contending that "indecent" programming had not been broadcast. On October 23, 1992, the FCC's Staff issued a Memorandum Opinion and Order in which it determined that	the three stations were liable for those forfeitures. On December 30, 1993, the Company advised the FCC that it did not intend to pay the forfeiture and that it wished to avail itself of de novo U.S. District Court procedures in the event that 		__ ____ the FCC wished to continue to pursue the matter by requesting the U.S. Department of	Justice to initiate a collection suit in such court as is required by statute. To date FCC has not done so.
On December 18,	1992, the same date on which the FCC approved the Company's acquisition of radio stations formerly owned by Cook Inlet Communications located in Boston, Chicago and Atlanta, the FCC issued a Notice of Apparent Liability (the "1992 NAL") advising the Company that it may be liable for a $600,000 monetary forfeiture for broadcasts over WXRK-FM, WYSP-FM, and WJFK-FM, of certain material in the Howard Stern Show that the FCC believes may be "indecent". The NAL stated that additional enforcement action	would result if additional violations of the FCC's indecency regulations have occurred or should occur, and that	further action could	include additional monetary forfeitures, renewal of licenses for short terms, or proceedings focusing upon the Company's qualifications to be an FCC licensee. On February 23, 1993, the Company filed its	response with the FCC, which asserted that the cited material is not indecent and set forth several other defenses. The FCC has taken no action on the Company's response and the matter is pending.
On August 12, 1993, the same date on which the FCC approved the Company's acquisition of Station WIP-AM in Philadelphia, the FCC issued a Notice	of Apparent Liability for a Forfeiture (the "1993 NAL") in the amount of $500,000 which was directed to the Company's subsidiaries which operate Stations WJFK-AM/FM, WXRK-FM and WYSP-FM, and	which relates to the broadcast of allegedly indecent material on certain dates in November	and December 1992 and January 1993. The 1993 NAL stated that if additional violations of the	FCC's indecency regulations should occur, further enforcement action could include proceedings focusing upon	the Company's qualifications to be a licensee. The Company submitted a response to the 1993 NAL on October 15, 1993, which vigorously	asserted its position that	the material is not indecent, and advanced	other defenses. The FCC has taken no action on the Company's response and the matter remains pending.
On August 5, 1993, Americans for Responsible Television ("ART") filed a Formal Petition to Deny against the Company's application to purchase Station KRTH-FM in Los Angeles, which contended that the Company's pending proceedings at the FCC involving indecency matters should cause the FCC to conclude that the Company is unqualified to purchase KRTH-FM. In addition, an individual filed a	late-filed Petition to Deny the KRTH-FM assignment application, which made a similar argument. The Company opposed these Petitions, and on February 1, 1994, the FCC denied those Petitions and granted the KRTH-FM application and the Company closed the KRTH transaction on February 15, 1994.	On March 3, 1994, ART filed a Petition for Reconsideration of the FCC's grant. The Company vigorously opposed ART's Petition, by Opposition submitted on April 13, 1994, which was supplemented in July, 1994. The FCC	has not yet ruled on their filings and therefore the FCC's grant of the KRTH application is not yet final.
On February 1, 1994, the same date on which the FCC granted the KRTH-FM assignment application, the FCC released an NAL in the amount of $400,000 (the "1994 NAL") directed to Stations WXRK-FM, WYSP-FM and WJFK-AM/FM relating to the broadcast of allegedly indecent material within the Howard Stern Show on four dates in August, September and October, 1993. In a response filed	on April 4, 1994, the Company vigorously asserted that the material in question is not indecent and advanced other defenses. The matter is pending.
On May 20, 1994, on the same date that the FCC granted an application for consent to the assignment of the licenses of Stations	WPGC-AM/FM to the Company, the FCC released	an NAL in the amount of $200,000 against Stations WXRK-FM, WJFK-AM/FM and WYSP-FM relating to the broadcast of allegedly indecent material within the Howard Stern Show on two dates, one in December, 1993, and one in January, 1994.	On July 18, 1994, the Company submitted a response	to the NAL, vigorously contesting the allegations set forth therein. The matter is pending before the FCC.
On November 3, 1994, ART, the same party that had filed a Petition to Deny the KRTH assignment application, filed a Petition to Deny against the application for FCC consent to the assignment of the KLUV-FM, Dallas, license to the Company. The arguments advanced by ART were similar to those set forth in its Petition against the KRTH assignment, and ART's Petition cited two complaints relating	to allegedly indecent broadcasts not previously considered by the FCC. On November 17,	1994, the Company filed an Opposition to the Petition which vigorously contested the allegations set forth	in the Petition and in particular showed that the two new complaints contain no indecent material. ART filed a Reply on November 23, 1994. The matter is currently pending at the FCC.
The Company is involved in pending proceedings at the FCC (including complaints as to which the FCC has not taken any action) which relate to the broadcast of allegedly indecent material by certain of the Company's stations. The Company is contesting, on an informal basis, the FCC's and complainants' contentions in these proceedings. Changes in FCC policy toward indecent	broadcasts or	the pending proceedings against the Company or other FCC licensees for allegedly indecent broadcasts could, among other things, result in the FCC calling into question the Company's continuing fitness as a licensee and delaying the grant of, or refusing to grant, its consent	to the assignment of licenses to the Company.
Proposed Changes.	 The Congress and the FCC have under consideration, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect the operation and ownership of the Company's radio broadcast properties. Such matters include, for example, the license renewal process; proposals to impose spectrum use or other governmentally imposed fees upon licensees; the FCC's equal employment opportunity rules and other matters relating to minority and female involvement in the broadcasting industry including enhancement of ownership opportunities; proposals to change rules relating to political broadcasting; proposals to eliminate ownership limitations or to change	the thresholds, benchmarks or concepts applicable to attributing ownership interests in broadcast media; proposals to permit lenders to take a security interest in FCC licenses; technical and frequency allocation matters, including those relative to the implementation of digital audio broadcasting on both a satellite and terrestrial basis, spectrum for which has been allocated by the FCC; proposals to permit expanded use of FM translator stations; proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages on radio; proposals to allow telephone companies to deliver audio and video programming to the home through existing phone lines; and changes to broadcast technical requirements	and frequency allocation matters.	 The Company cannot predict whether any such proposed changes will be adopted nor can it judge in advance what impact, if any, any such proposed changes might have on its business. In addition, the
Company cannot predict what other changes might be considered in the future, nor can it judge in advance what impact, if any, such other changes might have on its business.
ITEM 2.
ITEM 2. PROPERTIES
The Company's corporate headquarters are located in midtown Manhattan. The types of properties required to support each of the Company's radio stations include offices, studios, transmitter sites and antenna	sites. A station's studios are generally housed with its offices in downtown or business districts. The transmitter sites and antenna sites are generally located so as to provide maximum market coverage.
With the exception of the Company's Houston radio station, the studios and offices of the Company's stations, as well as its corporate headquarters in New York City, are located in leased facilities with lease terms that expire in one to nine	years. The Company owns or leases its transmitter and antenna sites, with lease terms that expire in one to fourteen years.
The Company does not anticipate any difficulties in renewing those leases that expire within the next five years or in leasing other space, if required.
No one property	is material to the Company's overall operations. The Company believes that its properties are in good condition and suitable for its operations; however, the Company continually looks for opportunities to upgrade its properties.
The Company owns substantially all of the equipment used in its radio broadcasting business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to certain litigation in the ordinary course of business and also is a party to routine filings with the FCC and customary regulatory	proceedings pending in connection with station acquisitions and license renewals, proceedings concerning the broadcast industry generally, and other legal and regulatory proceedings that management does not believe are material to the Company. For a description of certain matters pending before the FCC, see "Business--Federal Regulation of Broadcasting--Programming and Operation", appearing elsewhere in this Report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a	vote of security holders during the fourth quarter of 1994.
			 PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 	 MATTERS
Shares of the Company's Class A Common Stock, par value $.002 per share (the "Class A Shares"), are quoted on the NASDAQ National Market System under the symbol INFTA. See "Business--Background", appearing elsewhere in this Report. The following table sets forth, for the calendar quarters indicated, the high and low sales prices of the Class A Shares on the NASDAQ National Market System, as reported in published financial sources.
The above table gives effect to the stock splits effected by the Company.
There is no public trading market for the Company's Class B Common Stock, $.002 per share (the "Class B Shares"), or its Class C Common Stock, $.002 per share (the "Class C Shares").
As of March 15, 1995, there were approximately 17,830 holders of Class A Shares, seven holders of record of the Class B Shares and four holders of record of the Class C Shares.
The Company has never paid dividends on its shares of common stock, and it is not anticipated that any dividends will be paid on any shares of any class of the Company's common stock in the foreseeable future.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial information for the Company presented below under the	captions "Statement of Operations Data" and "Balance Sheet Data" for, and as of the end of, each of the years in the five-year period ended December 31, 1994, is	derived from the Company's Consolidated Financial Statements. This selected consolidated financial information should be read in conjunction with the Company's Consolidated Financial Statements and the Notes thereto and with "Management's Discussion and Analysis of Financial Condition and Results of Operations", appearing elsewhere in this Report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 	 RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Year Ended December 31, 1994 Compared to Year Ended December 31, 1993
Net revenues for the year ended December 31, 1994 were $274,120,000 as compared to $204,522,000 for the year ended December 31, 1993, an increase of approximately 34%.	 The increase was due principally to higher advertising revenues at most of the Company's stations and the 1994 Acquisitions.	On a pro forma basis, assuming the above acquisitions had occurred as of the beginning of 1993, net revenues	for the year ended December 31, 1994 would have increased by approximately 14%.
Station operating expenses (excluding depreciation and amortization) for the year ended	December 31, 1994 were $143,249,000 as compared to $109,601,000 for the year ended December 31, 1993,	an increase of approximately 31%. The increase was due principally to the above acquisitions, expenses associated with higher revenues and higher programming expenses. On a pro forma basis, assuming the above acquisitions had occurred as of the beginning of 1993, station operating expenses in 1994 would have increased by approximately 11%.
Depreciation and amortization expense for the year ended December 31, 1994 was $46,606,000 as compared to $38,853,000 for the year ended December 31, 1993, an increase of approximately $7,753,000 or 20%. The increase was due to the depreciation and amortization expense associated with the above acquisitions.
Operating income for the year ended December 31, 1994 was $78,632,000 as compared to $51,232,000 for the year ended December 31, 1993, an increase of approximately 53%. The increase was due principally to improved results at the Company's radio stations.
Net financing expense (defined as interest expense less interest income) for the year ended	December 31, 1994 was $44,529,000 as compared to $36,291,000 for	the year ended December 31, 1993, an increase of approximately 23%. The increase was	 due principally to additional borrowings in connection with the above acquisitions as well as higher interest rates during 1994.
Income taxes, consisting principally of state and local income taxes, for the year ended December 31, 1994 were $890,000 as compared to $606,000 for the year ended December 31, 1993, an increase of $284,000. No federal income taxes have been provided as a result of available tax loss carryforwards.
Net earnings for the year ended December 31, 1994 was $33,213,000 ($0.74	per share) as compared	to $14,335,000 ($0.35 per share) for the year ended December 31, 1993, an increase of approximately $18,878,000 or 132%.
Year Ended December 31, 1993 Compared to Year Ended December 31, 1992
Net revenues for the year ended December 31, 1993 were $204,522,000 as compared to $150,230,000 for the year ended December 31, 1992, an increase of approximately 36%. The increase was due principally to higher advertising revenues at most of the Company's stations and the acquisitions of radio stations WIP-AM (Philadelphia) on September 1, 1993, WZGC-FM (Atlanta), WZLX-FM (Boston) and WUSN-FM (Chicago) on February 1, 1993 and the acquisition of WFAN-AM (New York) on April 16, 1992. On a pro forma basis, assuming the above acquisitions had occurred as of the beginning of 1992, net revenues for the year ended December 31, 1993 would have increased by approximately 14%.
Station operating expenses (excluding depreciation and amortization) for the year ended December 31, 1993 were $109,601,000 as compared to $81,707,000 for the year ended December 31,1992, an increase of approximately 34%.	The increase was due principally to the above acquisitions, expenses associated with higher revenues and higher programming expenses. On a pro forma basis, assuming the above acquisitions had occurred as of the beginning of 1992, station operating expenses in 1993 would have increased by approximately 12%.
Depreciation and amortization expense for the year ended December 31, 1993 was $38,853,000 as compared to $28,926,000 for the year ended December 31, 1992, an increase of approximately $9,927,000 or 34%. The increase was due to the depreciation and amortization expense associated with the above acquisitions, partially offset by lower depreciation and amortization expense at the Company's other radio stations.
Operating income for the year ended December 31, 1993 was $51,232,000 as compared to $35,415,000 for the year ended December 31, 1992, an increase of approximately 45%. The increase was due principally to improved results at the Company's radio stations.
Net financing expense (defined as interest expense less interest income) for the year ended	December 31, 1993 was $36,291,000 as compared to $38,238,000 for	the year ended December 31, 1992, a decrease of approximately 5%. The decrease was due principally to lower interest rates during 1993.
Net earnings before extraordinary items for the year ended December 31, 1993 was $14,335,000 ($0.35 per share) as compared to a net loss of $9,432,000 ($0.30 per share) for the year ended December 31, 1992, an increase of approximately $23,767,000.	As a result of the Common Stock IPO in February 1992, the Company recorded in 1992	 a non-recurring charge of approximately $6,503,000, resulting from the issuance in 1990	of Common Stock to management.
In 1992,	the Company recorded extraordinary charges of approximately $12,318,000, including the write-off of deferred financing costs of approximately $7,416,000, as a result of (a) the redemption of all of the remaining, approximately $98,000,000 principal amount of the Company's 14.25% Subordinated Discount Debentures (the "14.25% Subordinated Debentures"), and (b) the refinancing of the Company's then existing bank credit agreement.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 1994, net cash flow from operating activities was approximately $73,944,000 as compared to $42,781,000 for the year ended December 31, 1993, an increase of approximately $31,163,000 or 73%. The increase was principally due to higher earnings in 1994 partially offset by higher working capital requirements.
During 1994, the Company borrowed approximately $200 million under its credit agreement to finance the acquisition and working capital of radio stations KRTH-FM, WPGC-AM/FM and WXYT-AM.
The net cash flow from operating activities of approximately $73.9 million together with net borrowings of approximately $166.7 million were used principally to finance acquisition and purchase treasury stock.
On December 22, 1994, the Company and its subsidiaries amended and restated its existing credit agreement (the "Credit Agreement"), which provides for aggregate borrowings of	up to $700 million, including an acquisition facility of $250 million. Approximately $332 million of borrowings under the	 Credit Agreement were used to refinance the Company's existing debt and $118 million is available for general	corporate purposes, including investments and repurchases of Class A Shares.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this Item is included on Pages through of this Report on Form 10-K and is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 	 AND FINANCIAL DISCLOSURE
The information called for by this Item is not applicable.
			 PART III
The information required	in this Part is incorporated by reference from the registrant's definitive proxy statement (to be filed pursuant to Regulation 14A).
			 PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
	 (a) 1. Financial Statements. 	 2. Financial Statement Schedules.
The financial statements and schedule listed in the index to the Consolidated Financial Statements of the Company that appears on Page 26 of this Report on Form 10-K are filed as part of this Report.
	 3. Exhibits
Exhibit Number				 Description	 of Exhibit _______ 			 ________________________
2(a) __ Securities Purchase Agreement, dates as of September 30, 1991, by 	 and among	the Company, Michael A. Wiener, Gerald Carrus, 	 Mel Karmazin, and Shearson Lehman Hutton Capital Partners II, L.P., 	 Shearson Lehman Hutton Merchant Banking Portfolio Partnership L.P., 	 Shearson Lehman Hutton Offshore Investment Partnership L.P., and 	 Shearson Lehman Hutton Offshore Investment Partnership Japan L.P. 	 (collectively, the	"Lehman Investors"). (This exhibit can be found 	 as	Exhibit 2(a) to the Company's Quarterly Report on Form 10-Q 	 for the quarter ended September 30, 1991 (File No. 0-14702) and 	 is incorporated herein by reference.)
2(b) __ Stock Purchase Agreement, dated as of December 16, 1991, between 	 Infinity Broadcasting Corporation of New York and KPWR, Inc. (This 	 exhibit can be found as Exhibit 2(c) to the Company's Registration 	 Statement on Forms S-1 and S-3 (Registration No. 33-44568) and is 	 incorporated herein by reference.)
2(c) __ Assignment and Assumption Agreement, dated as of December 16, 1991, 	 between Infinity Broadcasting Corporation of New York and 	 the Company. (This exhibit can be found as Exhibit 2(d) to the 	 Company's Registration Statement on Forms S-1 and S-3 (Registration 	 No. 33-44568) and is incorporated herein by reference.) 2(d) __ Asset Purchase Agreement, dated as of August 15, 1992, between Cook 	 Inlet Radio Partners, L.P., Cook Inlet Radio License Partnership, 	 L.P., Infinity Broadcasting Corporation of Chicago, Infinity 	 Broadcasting Corporation of Atlanta, Infinity Broadcasting 	 Corporation of Boston and the Company. (This exhibit can be found 	 as Exhibit 2(c) to the Company's Quarterly Report on Form 10-Q for 	 the quarter ended September 30, 1992 (File No. 0-14702) and is 	 incorporated herein by reference.) 2(e) __ Asset Purchase Agreement,	dated as of September 25, 1992, 	 between Spectacor Broadcasting, L.P. and Infinity Broadcasting 	 Corporation of Philadelphia. (This exhibit can be found as 	 Exhibit 2(d) to the Company's Quarterly Report on Form 10-Q 	 for the quarter ended September 30, 1992 (File No. 0-14702) and 	 is incorporated herein by reference.)
Exhibit Number				 Description of Exhibit _______ 			 ______________________
2(f) __ Purchase Agreement, dated as of June 16,	1993, among 	 Beasley FM Acquisition Corp., Infinity Broadcasting 	 Corporation of California and the Company. (This 	 exhibit can be found as Exhibit 2(e) to the Company's 	 Quarterly Report on Form 10-Q for the quarter ended 	 June 30, 1993 (File No. 0-14702) and is incorporated 	 herein by reference.) 2(g) __ Asset Purchase Agreement, dated as of October 4, 1993, 	 between Cook Inlet Radio Partners, L.P. and Cook Inlet 	 Radio License Partnership, L.P. and Infinity 	 Broadcasting Corporation of Maryland and the Company. 	 (This exhibit can be found as Exhibit 2(f) to the 	 Company's Quarterly Report on Form 10-Q for the quarter 	 ended September 30, 1993	(File No. 0-14702) and is 	 incorporated herein by reference.) 2(h) __ Asset Purchase Agreement, dated as of March 8, 1994, by 	 and between Fritz Broadcasting, Inc., Infinity 	 Broadcasting Corporation of Detroit and the Company. 	 (This exhibit can be found as Exhibit 2(h) to the 	 Company's Annual Report on Form 10-K for the fiscal 	 year ended December 31, 1993 (File No. 0-14702) and is 	 incorporated herein by reference.) 2(i) __ Asset Purchase Agreement, dated as of September 12, 1994, 	 by and between TK Communications, Inc. and Infinity Broadcasting 	 Corporation of Dallas. (This exhibit can be found as 	 Exhibit 2(f) to the Company's Quarterly Report on Form 10-Q 	 for the quarter ended September 30, 1994 (File No. 0-14702) 	 and is incorporated herein by reference.) 3(a) __ Restated Certificate of Incorporation of the Company, 	 as amended October 22, 1993. (This exhibit can be found 	 as Exhibit 3 to the Company's Quarterly Report on Form 	 10-Q for the quarter ended September 30,	1993 (File 	 No. 0-14702) and is incorporated herein by reference.) 3(b) __ Amended and Restated By-Laws of the Company. (This exhibit 	 can be found as Exhibit 3(b) to the Company's Registration 	 Statement on Forms S-1 and S-3 (Registration No. 33-46118) 	 and is incorporated herein by reference.) 4(a) __ Indenture,	dated as of March 24, 1992, between	the 	 Company and Bank of Montreal Trust Company, as Trustee. 	 (This exhibit can	be found as Exhibit 4(c) to	the 	 Company's Registration Statement on Form S-3 	 (Registration No. 33-61348) and is incorporated herein 	 by reference.) 4(b) __ Second Amended and Restated Credit Agreement, dated as of December 22, 1994, between the Company, and each of the lenders identified under the the caption "Banks" on the signature pages thereof (the "Banks"), The Chase Manhattan Bank (National Association) as Administrative Agent for the Banks, Bank of America Illinois, Bank of Montreal, The Bank of New York, Chemical Bank, Compagnie Financiere de CIC et de L'Union Europeenne, The First National Bank of Boston and National Westminster Bank USA as co-agents for the Banks, and Chemical Bank as collateral agent for the Banks, including the form of the separate Amended and Restated Loan Agreements, between each of Hemisphere Broadcasting Corporation, Sagittarius Broadcasting Corporation, Infinity Broadcasting Corporation of Boston and Infinity Broadcasting Corporation of California and The Chase Manhattan (National Association) as Administrative Agent, attached thereto as Exhibit B. 4(c) __ Second Amended and Restated Security Agreement, dated as of December 22, 1994, between the Company, each of the subsidiaries of the Company identified under the caption "Subsidiaries" on the signature pages thereof, and Chemical Bank, as collateral agent for the Banks.
Exhibit Number				 Description of Exhibit _______ 			 ______________________
4(d) __ Amended and Restated Stockholders' Agreement, dated as 	 of	February 5, 1992, among the Company, Michael A. 	 Wiener, Gerald Carrus, Mel Karmazin and the Lehman 	 Investors.	(This exhibit can be found as Exhibit 4(j) 	 to the Company's Registration Statement on Forms S-1 	 and S-3 (Registration No. 33-46118) and is incorporated 	 herein by reference.) 4(e) __ Warrant Certificate, dated January 28, 1992, certifying 	 that Shearson Lehman Hutton Capital Partners II L.P. is 	 the owner of warrants to purchase	2,366,949 shares of 	 Class C Common Stock, par value $.002 per share, of the 	 Company. (This exhibit can be found as Exhibit 4(l) to 	 the Company's Registration Statement on Forms S-1 and 	 S-3 (Registration	No. 33-46118) and is incorporated 	 herein by reference.) 4(f) __ Warrant Certificate, dated January 28, 1992, certifying 	 that Lehman Brothers Merchant	 Banking Portfolio 	 Partnership L.P. is the owner of warrants to purchase 	 3,481,590 shares of Class C Common Stock, par value 	 $.002 per share, of the Company. (This exhibit can be 	 found as Exhibit 4(m) to	the Company's Registration 	 Statement on Forms S-1 and S-3 (Registration No. 33- 	 46118) and is incorporated herein by reference.) 4(g) __ Warrant Certificate, dated December	14, 1993, 	 certifying	 that	Shearson Lehman Hutton Offshore 	 Investment Partnership L.P. is the owner of warrants to 	 purchase 769,465 shares of Class C Common Stock, par 	 value $.002 per share, of the Company. (This exhibit 	 can be found as Exhibit 4(j) to the Company's Annual 	 Report on Form 10-K for the fiscal year ended December 	 31, 1993 (File No.	0-14702) and is incorporated herein 	 by reference.) 4(h) __ Warrant Certificate, dated December	14, 1993, 	 certifying	 that	Shearson Lehman Hutton Offshore 	 Investment	Partnership Japan L.P. is the owner of 	 warrants to purchase 2,317,522 shares of Class C Common 	 Stock, par value $.002 per share, of the Company. 	 (This exhibit can	be found as Exhibit 4(k) to	the 	 Company's Annual Report on Form 10-K for the fiscal 	 year ended	December 31, 1993 (File No. 0-14702) and is 	 incorporated herein by reference.) 4(i) __ Securities Exchange Agreement, dated as of January 28, 	 1992, among the Company	and the Lehman Investors. 	 (This exhibit can	be found as Exhibit 4(p) to	the 	 Company's Registration Statement on Forms S-1 and S-3 	 (Registration No. 33-46118) and is	incorporated herein 	 by reference.) 10(a)* __ Employment Agreement, dated as of December 30, 1985, 	 between the Company and Michael A. Wiener. (This exhibit 	 can be found as Exhibit 10(a) to the Company's Registration 	 Statement on Form S-1 (Registration No. 33-5190) and is 	 incorporated herein by reference.) 10(b)* __ Employment Agreement, dated as of December 30, 1985, 	 between the Company and Gerald Carrus. (This exhibit can be 	 found as Exhibit 10(b) to the Company's Registration Statement 	 on Form S-1 (Registration No. 33-5190) and is incorporated 	 herein by reference.) 10(c)* __ Employment Agreement, dated as of September 10, 1990, between 	 the Company and Mel Karmazin. (This exhibit can be found as 	 Exhibit 28(a) to the Company's Quarterly Report on Form 10-Q 	 for the quarter ended September 30, 1990 (File No. 0-14702) 	 and is incorporated herein by reference.)
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 14(c) of Form 10-K.
Exhibit Number				 Description of Exhibit _______ 			 ______________________
10(d)* __ First Amendment, dated September 30, 1991, to the Employment 	 Agreement, dated as of September 10, 1990, between the 	 Company and Mel Karmazin. (This exhibit can be found as Exhibit 	 10(d) to the Company's Registration Statement on Forms S-1 and 	 S-3 (Registration No. 33-44568) and is incorporated herein by 	 reference.) 10(e)* __ Second Amendment, dated February 4, 1992, to the Employment 	 Agreement, dated as of September 10, 1990, between the Company 	 and Mel Karmazin. (This exhibit can be found as Exhibit 10(e) 	 to the Company's Registration Statement on Forms S-1 and S-3 	 (Registration No. 33-46118) and is incorporated herein by 	 reference.)
10(f)* __ Third Amendment, effective as of June 14, 1993, to the 	 Employment Agreement, dated as of September 10, 1990, 	 between the Company and Mel Karmazin. (This exhibit 	 can be found as Exhibit 10(a) to the Company's Quarterly 	 Report on Form 10-Q for the quarter ended June 30, 1993 	 (File No. 0-14702) and is incorporated herein by reference.) 10(g)* __ Fourth Amendment, effective as of August 16, 1993, to the 	 Employment Agreement, dated as of September 10, 1990, 	 between the Company and Mel Karmazin. (This exhibit can 	 be found as Exhibit 10(b) to the Company's Quarterly 	 Report on Form 10-Q for the quarter ended June 30, 1993 	 (File No. 0-14702) and is incorporated herein by reference.) 10(h)* __ Fifth Amendment, effective as of November 19, 1993, to the 	 Employment Agreement, dated as of September 10, 1990, between 	 the Company and Mel Karmazin. (This exhibit can be found as 	 Exhibit 10(d) to the Company's Quarterly Report on Form 	 10-Q for the quarter ended September 30, 1993 (File No. 	 0-14702) and is incorporated herein by reference.) 10(i)* __ Sixth Amendment, effective as of March 30, 1994, to the Employment Agreement, dated as of September 10, 1990, between the Company and Mel Karmazin. (This exhibit can be found 	 as Exhibit 10(a) to the Company's Quarterly Report on Form 	 10-Q for the quarter ended March 31, 1994 (File No. 0-14702) 	 and is incorporated herein by reference.) 10(j)* __ The Company's Stock Option Plan, amended and restated as of 	 August 16, 1993. (This exhibit can be found as Exhibit 10(j) 	 to	the Company's Annual Report on Form 10-K for the fiscal 	 year ended December 31, 1993 (File No.	0-14702) and is 	 incorporated herein by reference.) 10(k)* __ Amendment, effective as of November 19, 1993, to the Company's 	 Stock Option Plan, as amended and restated as of August 16, 1993. 	 (This exhibit can be found as Exhibit 10(k) to the Company's 	 Annual Report on Form 10-K for the fiscal year ended December 31, 	 1993 (File No. 0-14702) and is incorporated herein by 	 reference.) 10(l)* __ Amendment, adopted March 30, 1994, to the Company's Stock Option Plan. (This exhibit can be found as Exhibit 10(l) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-14702) and is incorporated herein by reference.) 10(m)* __ The Company's Deferred Share Plan, amended and restated as 	 of	August 16, 1993. (This exhibit can be found as Exhibit 	 10(l) to the Company's Annual Report on Form 10-K for the 	 fiscal year ended December 31, 1993 (File No. 0-14702) 	 and is incorporated herein by reference.)
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 14(c) of Form 10-K.
Exhibit Number				 Description of Exhibit _______ 			 ______________________
10(n)* __ Amendment, effective as of November 19, 1993, to the 	 Company's Deferred Share Plan, as amended and restated as of 	 August 16, 1993. (This exhibit can be found as Exhibit 10(m) to 	 the Company's Annual Report on Form 10-K for the fiscal year ended 	 December 31, 1993 (File No. 0-14702) and is incorporated herein 	 by reference.) 10(o)* __ The Company's Cash Bonus Compensation Plan, adopted on 	 March 30, 1994. (This exhibit can be found as Exhibit 10(n) 	 to the Company's Annual Report on Form 10-K for the fiscal year 	 ended December 31, 1993 (File No. 0-14702) and is incorporated 	 herein by reference.) 10(p)* __ Indemnity Agreement, dated as of February 27, 1986, 	 between the Company and Michael A. Wiener. (This exhibit 	 can be found as Exhibit 10(f) to the Company's Registration 	 Statement on Form S-1 (Registration No. 33-5190) and is 	 incorporated herein by reference.) 10(q)* __ Indemnity Agreement, dated as of February 27, 1986, between 	 the Company and Gerald Carrus. (This exhibit can be found 	 as Exhibit 10(g) to the Company's Registration Statement on 	 Form S-1 (Registration No. 33-5190) and is incorporated 	 herein by reference.) 10(r)* __ Indemnity Agreement, dated as of February 7, 1986, between 	 the Company and Mel Karmazin. (This exhibit can be found as 	 Exhibit 10(h) to the Company's Registration Statement on Form 	 S-1 (Registration No. 33-5190) and is incorporated herein by 	 reference.) 10(s)* __ Indemnity Agreement, dated as of June 22, 1987, between the 	 Company and Farid Suleman. (This exhibit can be found as Exhibit 	 10(j) to the Company's Registration Statement on Form S-1 	 (Registration No. 33-15285) and is incorporated herein 	 by reference.) 10(t)* __ Indemnity Agreement, dated as of February 4, 1992, between 	 the Company and Steven A. Lerman. (This exhibit can be found as 	 Exhibit 10(l) to the Company's Registration Statement on 	 Forms S-1 and S-3 (Registration No. 33-46118) and is 	 incorporated herein by reference.) 10(u)* __ Indemnity Agreement, dated as of November 9, 1992, between 	 the Company and Alan R. Batkin. (This exhibit can be found 	 as Exhibit 10(m) to the Company's Report on Form 10-K for 	 the year ended December 31, 1992 (File No. 0-14702) and 	 is incorporated herein by reference.) 10(v)* __ Indemnity Agreement, dated as of October 18, 1994, between 	 the Company and Jeffrey Sherman. 10(w)* __ Stock Option Agreement, dated as of June 27, 1988, 	 between the Company, as successor to WCK, and Mel	Karmazin. 	 (This exhibit can be found as Exhibit (c)(2) to the Statement 	 on Schedule 13E-3 filed pursuant to Rule 13e-3 by WCK, the 	 Management Investors (Michael A. Wiener, Gerald Carrus and Mel 	 Karmazin) and the Company and is incorporated herein by reference.) 10(x)* __ Amendment Agreement, dated as of August 2, 1988, to 	 Stock Option Agreement dated as of June 27, 1988, between the 	 Company, as successor to WCK, and Mel Karmazin. (This exhibit 	 can be found as Exhibit 9(c)(7) to Amendment No. 3 to Schedule 	 14D-1 filed by the Company	as successor to WCK and is 	 incorporated herein by reference.)
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 14(c) of Form 10-K.
Exhibit Number				 Description of Exhibit _______ 			 ______________________
10(y)* __ Amendment No. 1 to Stock Option Agreement, dated as of 	 October 14, 1988, between the Company and Mel Karmazin. 	 (This exhibit can be found as Exhibit 4(l) to the Company's 	 Annual Report on Form 10-K for the year ended December 25, 	 1988 (File No. 0-14702) and is incorporated herein by reference.) 10(z)* __ Agreement, dated as of July 26, 1993, between the Company 	 and Mel Karmazin, with respect to the exercise of certain 	 options granted pursuant to the Stock Option Agreement, 	 dated as of June 27, 1988, as amended, between the Company, 	 as successor to WCK, and	Mel Karmazin. (This exhibit can 	 be found as Exhibit 10(d) to the Company's Quarterly Report 	 on Form 10-Q for the quarter ended June 30, 1993 (File 	 No. 0-14702) and is incorporated herein by reference.) 10(aa) __ Warrant Certificate, dated September 30, 1991, certifying that 	 Mel Karmazin is the owner of warrants to purchase shares of 	 Class A Common Stock, par	value $.002 per share, of the 	 Company. (This exhibit can be found as Exhibit 10(p) to 	 the Company's Registration Statement on Forms S-1 and S-3 	 (Registration No. 33-46118) and is incorporated herein by 	 reference.) 10(bb) __ Amended and Restated Credit Agreement, Purchase and Release 	 Agreement,	dated as of February	3, 1994, among Unistar 	 Radio Networks, Inc. (formerly known as Unistar Holdings, Inc.), 	 UCGI, Inc.	(formerly known as Unistar Communications Group, Inc.), 	 TMRG, Inc. (formerly known as The Market Research Group, Inc.), 	 The Chase Manhattan Bank (National Association), as lender and as 	 agent, the Company and Novastar, Inc. (This exhibit can be found 	 as Exhibit 10(cc) to the Company's Annual Report on Form 10-K for 	 the fiscal year ended December 31, 1993 (File No. 0-14702) and 	 is incorporated herein by reference.) 10(cc) __ Securities Purchase Agreement, dated as of November 4, 1993, 	 between Westwood One, Inc. and Infinity Network Inc. (This exhibit 	 can be found as Exhibit 10(b) to the Company's Quarterly Report 	 on Form 10-Q for the quarter ended September 30, 1993 (File No. 	 0-14702) and is incorporated herein by reference.) 10(dd) __ Stock Purchase Agreement, dated as of November 4, 1993, among 	 UCGI, Inc. (formerly known as Unistar Communications Group, Inc.), 	 Unistar Radio Networks, Inc., the Company and Westwood One,Inc. and 	 Infinity Network Inc. (This exhibit can be found as Exhibit 10(a) 	 to the Company's Report on Form 8-K filed on November 17, 1993 	 (File No. 0-14702) and is incorporated herein by reference.) 10(ee) __ Management Agreement, dated as of February 3, 1994, between 	 Westwood One, Inc. and the Company. (This exhibit can be found 	 as Exhibit 10(ff) to the Company's Annual Report on Form 10-K 	 for the fiscal year ended December 31, 1993 (File No. 0-14702) 	 and is incorporated herein by reference.) 21 __ Subsidiaries of the Company. 23 __ Consent of KPMG Peat Marwick LLP, Independent Certified Public 	 Accountants. 27 __ Financial Data Schedule.
(b) Reports on Form 8-K
No Reports on Form 8-K were filed by the Company during the fourth quarter of the fiscal year covered by this Report.
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 14(c) of Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to	be signed on its	behalf by the	undersigned, thereunto duly authorized, on the 30th day of March, 1995.
		 INFINITY BROADCASTING CORPORATION
/s/ MICHAEL A. WIENER 	 BY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael A. Wiener Co-Chairman of the Board of Directors and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Michael A. Wiener March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Michael A. Wiener			Date Co-Chairman of the Board of Directors and Secretary
/s/ Gerald Carrus		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Gerald Carrus				Date Chairman of the Board of Directors and Treasurer
/s/ Mel Karmazin		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Mel Karmazin Date Director, President, and Chief Executive Officer
/s/ Farid Suleman		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Farid Suleman Date Director, Vice President--Finance, and Chief Financial Officer
/s/ James A. Stern		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . James A. Stern				Date Director
/s/ James L. Singleton		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . James L. Singleton Date Director
/s/ Steven A. Lerman		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Steven A. Lerman			Date Director
/s/ Alan R. Batkin		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Alan R. Batkin Date Director
/s/ Jeffrey Sherman		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Jeffrey Sherman 			Date Director
_________________________________________ * Mr. Suleman also performs the functions of Chief Accounting Officer
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES COVERED BY INDEPENDENT AUDITORS' REPORT
			 (Item 14(a)1)
								 Page 								 ____
Independent Auditors' Report . . . . . . . . . . . . . . . Consolidated balance sheets as of December 31, 1993 and 1994	 Consolidated statements of operations for each of the years in the three-year period ended December 31, 1994 . . . . .	 Consolidated statements of changes in stockholders' equity (deficiency) for each of the years in the three-year period ended December 31,1994 . . . . . . . . . . . . .	 Consolidated statements of cash flows for each of the years in the three-year period ended December 31, 1994 . . . . .	 Notes to consolidated financial statements . . . . . . . .	
Financial statement schedule for each of the years in the three-year period ended December 31, 1994
VIII Valuation and qualifying accounts. . . . . . . . . . .
All other schedules have been omitted because the required information either is not applicable or is shown in the consolidated financial statements or notes thereto.
INDEPENDENT AUDITORS' REPORT ____________________________
The Board of Directors and Stockholders Infinity Broadcasting Corporation:
We have audited the consolidated financial statements of Infinity Broadcasting Corporation and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Infinity Broadcasting Corporation and subsidiaries as of December 31, 1993 and 1994, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1994, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
New York, New York January 31, 1995
				
				
				
				
See accompanying Notes to Consolidated Financial Statements
				
	 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
(a) Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, which are wholly owned and are all involved in radio broadcasting. All significant intercompany balances and transactions have been eliminated in consolidation.
(b) Revenue Recognition
Revenues are recognized when advertisements are aired.
(c) Property and Equipment
Depreciation is provided on a straight line basis for financial statement purposes. The estimated useful life for machinery and equipment is 3-10 years and 10 years for furniture and fixtures.	Leasehold improvements are amortized over the terms of the leases.
(d) Intangible Assets
Intangible assets represent the excess of the cost of acquisitions over the values assigned to net tangible assets. In accordance with Accounting Principles Board Opinion No. 17, substantially all of these intangible assets are being amortized over periods of 3 to 40 years. The Company periodically evaluates the value of its intangible assets and if the costs of such assets are in excess of associated expected operating cash flows, the related assets are written down to fair value.
(e) Income Taxes
The Company and its subsidiaries file a consolidated Federal income tax return.
Effective January 1, 1993, the Company implemented Statement of Financial Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes" which requires the use of the asset and liability method of financial accounting and reporting for income taxes. Under FAS 109, deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes.
(f) Earnings Per Share
Earnings (loss) per common share are based on the weighted average number of common shares and common equivalent shares (where inclusion of such equivalent shares would not be anti-dilutive) outstanding during the year.
(g) Cash Equivalents
Cash equivalents include certificates of deposit and commercial paper with maturities of one month or less.
Note 2. Public Stock Offerings
On February 5, 1992, the Company and certain holders of warrants exercisable for shares of the Company's Class A Common Stock, through an initial public offering (the "Common Stock IPO") sold 13,788,826 shares of Class A Common Stock, resulting in net proceeds to the Company of approximately $98.5 million. As a result of the Company's Common Stock IPO, the Company in the First Quarter of 1992 recorded a non-recurring non-cash charge of approximately $6,503,000, resulting from the issuance in 1990 of approximately 836,107 deferred shares of the Company's Common Stock to management.
On May 13, 1993, the Company and certain holders of warrants exercisable for shares of the Company's Class A Common Stock sold through a public offering 8,148,814 shares of Class A Common Stock, resulting in net proceeds to the Company of approximately $100 million.
On August 9, 1993, the Company declared a three-for-two stock split in the form of a stock dividend payable on August 16, 1993 to shareholders of record at the close of business on August 9, 1993. Effective November 12, 1993, the Company declared another three-for-two stock split in the form of a stock dividend payable on November 19, 1993 to shareholders of record at the close of business on November 12, 1993. During 1993, in connection with these stock splits, the Company increased the number of authorized shares of its Class A Common Stock to 75,000,000, Class B Common Stock to 17,500,000 and Class C Common Stock to 30,000,000. The accompanying consolidated financial statements reflect the effect of the stock dividends.
On December 7, 1993, certain merchant banking partnerships affiliated with Lehman Brothers Inc. and certain officers of the Company sold in a secondary offering 5,550,000 shares of Class A Common Stock.
Note 3. Acquisitions
In April 1992, the Company acquired WFAN-AM, a radio station serving New York City, for approximately $70 million, plus costs.
In February 1993, the Company acquired the assets of WZGC-FM (Atlanta), WZLX-FM (Boston) and WUSN-FM (Chicago) from Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License Partnership, L.P. for a total purchase price of approximately $100 million, plus costs. In September 1993, the Company acquired WIP-AM, an all-sports radio station serving Philadelphia, from Spectacor Broadcasting, L.P. for approximately $17.4 million, plus costs.
In February 1994, the Company acquired Los Angeles radio station KRTH-FM from Beasley FM Acquisitions Corp. for approximately $116 million, plus costs. In June 1994, the Company acquired Washington, D.C. radio stations WPGC-AM/FM from Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License Partnership, L.P. for approximately $61 million, plus assumption of certain liabilities and costs. In June 1994, the Company acquired Detroit radio station WXYT-AM from Fritz Broadcasting, Inc. for approximately $23 million, plus costs.
The above acquisitions have been accounted for by the purchase method of accounting. The purchase price has been allocated to the assets acquired, principally intangible assets, and the liabilities assumed based on their estimated fair values at the date of acquisition. The excess of purchase price over the estimated fair values of the net assets acquired has been recorded as goodwill.
Note 3. Acquisitions --- (Continued)
The operating results of these acquisitions are included in the Company's consolidated results of operations from the date of acquisition. The following unaudited pro forma summary presents the consolidated results of operations as if the acquisitions had occurred as of the beginning of 1993 and 1994, after giving effect to certain adjustments, including amortization of intangible assets and interest expense on the acquisition debt. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of those dates or of results which may occur in the future.
On September 12, 1994, the Company entered into an agreement to acquire Dallas/Ft. Worth radio station KLUV-FM from TK Communications, Inc. for approximately $51 million. The purchase price will be funded by borrowings under the Credit Agreement. The acquisition is subject to FCC approval.
On February 17, 1993, the Company entered into an agreement to manage the business and operations of Unistar Communications Group, Inc. ("UCG") and its subsidiaries. UCG is the parent of Unistar Radio Networks, Inc. ("Unistar"), the country's fourth-largest provider of radio network programming services. On February 3, 1994, the Company, Unistar and Westwood One, Inc. ("Westwood One") completed the purchase by Westwood One of the radio network business of Unistar for approximately $101.3 million. Westwood One is the nation's largest producer and distributor of nationally sponsored radio programs. In connection with the transaction, an affiliate of the Company received 5 million newly issued shares of common stock of Westwood One for $3 per share (which represents approximately 16.13% of the issued and outstanding capital stock of Westwood One) and an option to purchase an additional 3 million shares of Westwood One's common stock at a purchase price of $3 per share, subject to certain vesting requirements. In connection with the transactions, the Company's Chief Executive Officer and Chief Financial Officer became the Chief Executive Officer and Chief Financial Officer, respectively, of Westwood One pursuant to a Management Agreement between the Company and Westwood One. Under the management agreement, the Company will receive a base management fee plus a bonus based on achieving cash flow targets and additional warrants to acquire up to 1.5 million shares of Westwood One's Common Stock at a purchase price from $3 to $5 per share in the event that Westwood One's Common Stock trades above certain target price levels. In September 1994, pursuant to such provision, the Company received a warrant to purchase 500,000 shares of Westwood One's Common Stock at an exercise price of $3 per share.
Note 4. Property and Equipment
A summary of property and equipment, at cost, for the years ended December 31, 1993 and 1994 follows:
For the years ended December 31, 1992, 1993 and 1994 depreciation expense was $3,934,000, $4,791,000 and $3,983,000.
NOTE 5. Long-Term Debt
Long-term debt at December 31, 1993 and 1994 consists of the following:
(a) On December 22, 1994, the Company and its subsidiaries amended and restated its existing Credit Agreement to provide for aggregate borrowings of up to $700 million, including an acquisition facility of $250 million. As of December 31, 1994, the Company had outstanding borrrowings of approximately $332 million and had additional borrowings available under the facility of approximately $368 million.
Under the terms of a Security Agreement among the Company, its subsidiaries, and one of the banks acting as collateral agent, substantially all of the assets of the Company and its subsidiaries, as well as the stock of the Company's subsidiaries, are pledged to secure borrowings under the Credit Agreement.
The Credit Agreement provides for quarterly principal payments beginning September 1998, and also permits voluntary prepayments in whole or in part at any time.
Under the Credit Agreement, interest is payable quarterly, based on the (i) prime rate or (ii) London Interbank Offer Rate.
Note 5. Long-Term Debt--(Continued)
In the normal course of business, the Company enters into a variety of interest rate protection agreements, options and swaps, in order to limit its exposure due to adverse fluctuations in interest rates. These instruments are executed with credit worthy financial institutions. As a matter of policy the Company does not engage in derivatives trading. Generally, payments and receipts associated with financial instruments used to manage interest rate risk are recognized along with the effects of associated transactions.
As of December 31, 1994, the Company has entered into various interest rate protection agreements under which the Company's interest rate on $130 million of borrowings under the Credit Agreement is fixed at between 4.8% and 6% per annum, plus applicable margin.
(b) At December 31, 1994, the fair value of the Company's 10 3/8% Senior Subordinated Notes was estimated to be $202,500,000 based on the quoted market prices for the same issue.
The scheduled maturities of long-term debt for the next five years and after are as follows:
For years ended 1992, 1993 and 1994, the Company paid cash for interest of $40,891,000, $34,625,000 and $40,522,000, respectively.
Note 6. Employee and Other Post Retirement Benefit Plans
The Company has a qualified 401(k) profit sharing plan covering substantially all of its non-union full-time employees. For the years ended December 31, 1992, 1993 and 1994, no contributions to this plan were made by the Company.
The Company does not provide any post retirement health care and life insurance benefits to its employees and, accordingly, has no liabilities for such benefits.
Note 7. Income Taxes
The provision for income taxes for the years ended December 31, 1992, 1993 and 1994, consisting of current state and local taxes, was $106,000, $606,000 and $890,000, respectively. No federal income taxes were provided in 1992, 1993 and 1994 as a result of net losses incurred and available net loss carryforwards.
Note 7. Income Taxes --- (Continued)
At December 31, 1994, the Company had net operating loss carryforwards for federal income tax purposes which expire from 2005 to 2009 of approximately $70 million.
As discussed in Note 1, the Company adopted FAS No. 109 as of January 1, 1993. There was no effect on the consolidated balance sheet as of December 31, 1993 of implementing FAS 109, nor was there any effect during 1994, as the value of the deferred tax asset resulting from the net operating loss carryforwards was offset by a valuation allowance of equal amount.
For the years ended December 31, 1992, 1993 and 1994, the Company paid cash for income taxes of $714,000, $135,000 and $429,000, respectively.
Note 8. Employee Stock Plans
Employee Stock Option Plan. The Company's 1988 Employee Stock Option Plan as amended provides for a grant of options to purchase 4,664,350 shares of the Company's Class A Common Stock and 787,500 shares of Class B Common Stock.	The options are exercisable in equal amounts generally over five years from the date of grant. At December 31, 1993 and 1994, options for 905,981 and 1,205,549 shares, respectively, of Class A Common Stock were exercisable.
Employee Deferred Share Plan. The Deferred Share Plan permits the grant of up to 240,641 Class A Deferred Shares and 782,969 Class B Deferred Shares to executives or other key employees of the Company.
The following is a table summarizing the changes during the years ended December 31, 1993 and 1994 in options and deferred shares outstanding:
In addition, the Company issued 112,500 and 75,000 options to purchase shares of Class B Common Stock during 1993 and 1994, respectively.
				
NOTE 9. Stockholders' Equity
Each share of Class A Common Stock and each share of Class C Common Stock is entitled to one vote per share. Each share of Class B Common Stock is generally entitled to ten votes per share. Shares of Class B Common Stock and Class C Common Stock, at the option of the holder, may be converted at any time into an equal number of shares of Class A Common Stock. Each share of Class B Common Stock and Class C Common Stock automatically converts into one share of Class A Common Stock upon the sale, gift, or other transfer of such share to any person other than an associate of the Company (as defined) and upon certain other events.
During 1988, the Company issued options with an exercise price of $.027 per share to an officer of the Company to purchase 2,107,998 shares of the Company's Class B Common Stock. During 1993 options to purchase 134,942 shares were exercised.
The Company has reserved 32,439 shares of Class A Common Stock, 2,126,807 shares of Class B Common Stock and 8,935,526 shares of Class C Common Stock for issuance upon the exercise of certain warrants and options outstanding as of December 31, 1994.
Note 10. Related Party Transactions
The Company leases office space from an affiliate which is owned 70% by certain stockholders. The lease expires on December 31, 1998 and provides for an annual rent of $145,380 subject to certain annual adjustments.
As of December 31, 1994, the Company had accounts receivable from Westwood One amounting to approximately $4,005,000.
Note 11. Extraordinary Items
During 1992, the Company called for the redemption of $98,000,000 of the 14.25% Subordinated Discount Debentures and also entered into a new credit agreement which replaced its prior bank credit agreement, resulting in an extraordinary loss of $12,318,000.
Note 12. Commitments and Contingencies
The Company and its subsidiaries occupy certain office space and transmitting facilities under lease agreements expiring at various dates through 2008. Management expects that in the normal course of business, leases that expire will be renewed or replaced by other leases. Most leases provide for escalation of rent based on increases in the Consumer Price Index and/or real estate taxes.
				
Note 12. Commitments and Contingencies ----- (Continued)
The following is a summary of the future minimum rental commitments under existing leases:
Rent expense applicable to such leases amounted to approximately $2,354,000, $3,079,000 and $3,876,000 for the years ended December 31, 1992, 1993 and 1994, respectively.
At December 31, 1994, the Company is committed to the purchase of broadcast rights for various sports events and other programming including on-air talent, aggregating approximately $69.2 million. The aggregate payments related to these commitments during the next five years are as follows:
Note 13. Intangible and Other Assets
Intangible assets at cost, as of December 31, 1993 and 1994, include:
For the years ended December 31, 1992, 1993 and 1994 amortization expense was $24,992,000, $34,062,000 and $42,623,000.
Other assets include principally deferred financing costs and are amortized over the term of the financing.
				
Note 14. Quarterly Financial Data (Unaudited)
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
	 (a) 1. Financial Statements. 	 2. Financial Statement Schedules.
The financial statements and schedule listed in the index to the Consolidated Financial Statements of the Company that appears on Page 26 of this Report on Form 10-K are filed as part of this Report.
	 3. Exhibits
Exhibit Number				 Description	 of Exhibit _______ 			 ________________________
2(a) __ Securities Purchase Agreement, dates as of September 30, 1991, by 	 and among	the Company, Michael A. Wiener, Gerald Carrus, 	 Mel Karmazin, and Shearson Lehman Hutton Capital Partners II, L.P., 	 Shearson Lehman Hutton Merchant Banking Portfolio Partnership L.P., 	 Shearson Lehman Hutton Offshore Investment Partnership L.P., and 	 Shearson Lehman Hutton Offshore Investment Partnership Japan L.P. 	 (collectively, the	"Lehman Investors"). (This exhibit can be found 	 as	Exhibit 2(a) to the Company's Quarterly Report on Form 10-Q 	 for the quarter ended September 30, 1991 (File No. 0-14702) and 	 is incorporated herein by reference.)
2(b) __ Stock Purchase Agreement, dated as of December 16, 1991, between 	 Infinity Broadcasting Corporation of New York and KPWR, Inc. (This 	 exhibit can be found as Exhibit 2(c) to the Company's Registration 	 Statement on Forms S-1 and S-3 (Registration No. 33-44568) and is 	 incorporated herein by reference.)
2(c) __ Assignment and Assumption Agreement, dated as of December 16, 1991, 	 between Infinity Broadcasting Corporation of New York and 	 the Company. (This exhibit can be found as Exhibit 2(d) to the 	 Company's Registration Statement on Forms S-1 and S-3 (Registration 	 No. 33-44568) and is incorporated herein by reference.) 2(d) __ Asset Purchase Agreement, dated as of August 15, 1992, between Cook 	 Inlet Radio Partners, L.P., Cook Inlet Radio License Partnership, 	 L.P., Infinity Broadcasting Corporation of Chicago, Infinity 	 Broadcasting Corporation of Atlanta, Infinity Broadcasting 	 Corporation of Boston and the Company. (This exhibit can be found 	 as Exhibit 2(c) to the Company's Quarterly Report on Form 10-Q for 	 the quarter ended September 30, 1992 (File No. 0-14702) and is 	 incorporated herein by reference.) 2(e) __ Asset Purchase Agreement,	dated as of September 25, 1992, 	 between Spectacor Broadcasting, L.P. and Infinity Broadcasting 	 Corporation of Philadelphia. (This exhibit can be found as 	 Exhibit 2(d) to the Company's Quarterly Report on Form 10-Q 	 for the quarter ended September 30, 1992 (File No. 0-14702) and 	 is incorporated herein by reference.)
Exhibit Number				 Description of Exhibit _______ 			 ______________________
2(f) __ Purchase Agreement, dated as of June 16,	1993, among 	 Beasley FM Acquisition Corp., Infinity Broadcasting 	 Corporation of California and the Company. (This 	 exhibit can be found as Exhibit 2(e) to the Company's 	 Quarterly Report on Form 10-Q for the quarter ended 	 June 30, 1993 (File No. 0-14702) and is incorporated 	 herein by reference.) 2(g) __ Asset Purchase Agreement, dated as of October 4, 1993, 	 between Cook Inlet Radio Partners, L.P. and Cook Inlet 	 Radio License Partnership, L.P. and Infinity 	 Broadcasting Corporation of Maryland and the Company. 	 (This exhibit can be found as Exhibit 2(f) to the 	 Company's Quarterly Report on Form 10-Q for the quarter 	 ended September 30, 1993	(File No. 0-14702) and is 	 incorporated herein by reference.) 2(h) __ Asset Purchase Agreement, dated as of March 8, 1994, by 	 and between Fritz Broadcasting, Inc., Infinity 	 Broadcasting Corporation of Detroit and the Company. 	 (This exhibit can be found as Exhibit 2(h) to the 	 Company's Annual Report on Form 10-K for the fiscal 	 year ended December 31, 1993 (File No. 0-14702) and is 	 incorporated herein by reference.) 2(i) __ Asset Purchase Agreement, dated as of September 12, 1994, 	 by and between TK Communications, Inc. and Infinity Broadcasting 	 Corporation of Dallas. (This exhibit can be found as 	 Exhibit 2(f) to the Company's Quarterly Report on Form 10-Q 	 for the quarter ended September 30, 1994 (File No. 0-14702) 	 and is incorporated herein by reference.) 3(a) __ Restated Certificate of Incorporation of the Company, 	 as amended October 22, 1993. (This exhibit can be found 	 as Exhibit 3 to the Company's Quarterly Report on Form 	 10-Q for the quarter ended September 30,	1993 (File 	 No. 0-14702) and is incorporated herein by reference.) 3(b) __ Amended and Restated By-Laws of the Company. (This exhibit 	 can be found as Exhibit 3(b) to the Company's Registration 	 Statement on Forms S-1 and S-3 (Registration No. 33-46118) 	 and is incorporated herein by reference.) 4(a) __ Indenture,	dated as of March 24, 1992, between	the 	 Company and Bank of Montreal Trust Company, as Trustee. 	 (This exhibit can	be found as Exhibit 4(c) to	the 	 Company's Registration Statement on Form S-3 	 (Registration No. 33-61348) and is incorporated herein 	 by reference.) 4(b) __ Second Amended and Restated Credit Agreement, dated as of December 22, 1994, between the Company, and each of the lenders identified under the the caption "Banks" on the signature pages thereof (the "Banks"), The Chase Manhattan Bank (National Association) as Administrative Agent for the Banks, Bank of America Illinois, Bank of Montreal, The Bank of New York, Chemical Bank, Compagnie Financiere de CIC et de L'Union Europeenne, The First National Bank of Boston and National Westminster Bank USA as co-agents for the Banks, and Chemical Bank as collateral agent for the Banks, including the form of the separate Amended and Restated Loan Agreements, between each of Hemisphere Broadcasting Corporation, Sagittarius Broadcasting Corporation, Infinity Broadcasting Corporation of Boston and Infinity Broadcasting Corporation of California and The Chase Manhattan (National Association) as Administrative Agent, attached thereto as Exhibit B. 4(c) __ Second Amended and Restated Security Agreement, dated as of December 22, 1994, between the Company, each of the subsidiaries of the Company identified under the caption "Subsidiaries" on the signature pages thereof, and Chemical Bank, as collateral agent for the Banks.
Exhibit Number				 Description of Exhibit _______ 			 ______________________
4(d) __ Amended and Restated Stockholders' Agreement, dated as 	 of	February 5, 1992, among the Company, Michael A. 	 Wiener, Gerald Carrus, Mel Karmazin and the Lehman 	 Investors.	(This exhibit can be found as Exhibit 4(j) 	 to the Company's Registration Statement on Forms S-1 	 and S-3 (Registration No. 33-46118) and is incorporated 	 herein by reference.) 4(e) __ Warrant Certificate, dated January 28, 1992, certifying 	 that Shearson Lehman Hutton Capital Partners II L.P. is 	 the owner of warrants to purchase	2,366,949 shares of 	 Class C Common Stock, par value $.002 per share, of the 	 Company. (This exhibit can be found as Exhibit 4(l) to 	 the Company's Registration Statement on Forms S-1 and 	 S-3 (Registration	No. 33-46118) and is incorporated 	 herein by reference.) 4(f) __ Warrant Certificate, dated January 28, 1992, certifying 	 that Lehman Brothers Merchant	 Banking Portfolio 	 Partnership L.P. is the owner of warrants to purchase 	 3,481,590 shares of Class C Common Stock, par value 	 $.002 per share, of the Company. (This exhibit can be 	 found as Exhibit 4(m) to	the Company's Registration 	 Statement on Forms S-1 and S-3 (Registration No. 33- 	 46118) and is incorporated herein by reference.) 4(g) __ Warrant Certificate, dated December	14, 1993, 	 certifying	 that	Shearson Lehman Hutton Offshore 	 Investment Partnership L.P. is the owner of warrants to 	 purchase 769,465 shares of Class C Common Stock, par 	 value $.002 per share, of the Company. (This exhibit 	 can be found as Exhibit 4(j) to the Company's Annual 	 Report on Form 10-K for the fiscal year ended December 	 31, 1993 (File No.	0-14702) and is incorporated herein 	 by reference.) 4(h) __ Warrant Certificate, dated December	14, 1993, 	 certifying	 that	Shearson Lehman Hutton Offshore 	 Investment	Partnership Japan L.P. is the owner of 	 warrants to purchase 2,317,522 shares of Class C Common 	 Stock, par value $.002 per share, of the Company. 	 (This exhibit can	be found as Exhibit 4(k) to	the 	 Company's Annual Report on Form 10-K for the fiscal 	 year ended	December 31, 1993 (File No. 0-14702) and is 	 incorporated herein by reference.) 4(i) __ Securities Exchange Agreement, dated as of January 28, 	 1992, among the Company	and the Lehman Investors. 	 (This exhibit can	be found as Exhibit 4(p) to	the 	 Company's Registration Statement on Forms S-1 and S-3 	 (Registration No. 33-46118) and is	incorporated herein 	 by reference.) 10(a)* __ Employment Agreement, dated as of December 30, 1985, 	 between the Company and Michael A. Wiener. (This exhibit 	 can be found as Exhibit 10(a) to the Company's Registration 	 Statement on Form S-1 (Registration No. 33-5190) and is 	 incorporated herein by reference.) 10(b)* __ Employment Agreement, dated as of December 30, 1985, 	 between the Company and Gerald Carrus. (This exhibit can be 	 found as Exhibit 10(b) to the Company's Registration Statement 	 on Form S-1 (Registration No. 33-5190) and is incorporated 	 herein by reference.) 10(c)* __ Employment Agreement, dated as of September 10, 1990, between 	 the Company and Mel Karmazin. (This exhibit can be found as 	 Exhibit 28(a) to the Company's Quarterly Report on Form 10-Q 	 for the quarter ended September 30, 1990 (File No. 0-14702) 	 and is incorporated herein by reference.)
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 14(c) of Form 10-K.
Exhibit Number				 Description of Exhibit _______ 			 ______________________
10(d)* __ First Amendment, dated September 30, 1991, to the Employment 	 Agreement, dated as of September 10, 1990, between the 	 Company and Mel Karmazin. (This exhibit can be found as Exhibit 	 10(d) to the Company's Registration Statement on Forms S-1 and 	 S-3 (Registration No. 33-44568) and is incorporated herein by 	 reference.) 10(e)* __ Second Amendment, dated February 4, 1992, to the Employment 	 Agreement, dated as of September 10, 1990, between the Company 	 and Mel Karmazin. (This exhibit can be found as Exhibit 10(e) 	 to the Company's Registration Statement on Forms S-1 and S-3 	 (Registration No. 33-46118) and is incorporated herein by 	 reference.)
10(f)* __ Third Amendment, effective as of June 14, 1993, to the 	 Employment Agreement, dated as of September 10, 1990, 	 between the Company and Mel Karmazin. (This exhibit 	 can be found as Exhibit 10(a) to the Company's Quarterly 	 Report on Form 10-Q for the quarter ended June 30, 1993 	 (File No. 0-14702) and is incorporated herein by reference.) 10(g)* __ Fourth Amendment, effective as of August 16, 1993, to the 	 Employment Agreement, dated as of September 10, 1990, 	 between the Company and Mel Karmazin. (This exhibit can 	 be found as Exhibit 10(b) to the Company's Quarterly 	 Report on Form 10-Q for the quarter ended June 30, 1993 	 (File No. 0-14702) and is incorporated herein by reference.) 10(h)* __ Fifth Amendment, effective as of November 19, 1993, to the 	 Employment Agreement, dated as of September 10, 1990, between 	 the Company and Mel Karmazin. (This exhibit can be found as 	 Exhibit 10(d) to the Company's Quarterly Report on Form 	 10-Q for the quarter ended September 30, 1993 (File No. 	 0-14702) and is incorporated herein by reference.) 10(i)* __ Sixth Amendment, effective as of March 30, 1994, to the Employment Agreement, dated as of September 10, 1990, between the Company and Mel Karmazin. (This exhibit can be found 	 as Exhibit 10(a) to the Company's Quarterly Report on Form 	 10-Q for the quarter ended March 31, 1994 (File No. 0-14702) 	 and is incorporated herein by reference.) 10(j)* __ The Company's Stock Option Plan, amended and restated as of 	 August 16, 1993. (This exhibit can be found as Exhibit 10(j) 	 to	the Company's Annual Report on Form 10-K for the fiscal 	 year ended December 31, 1993 (File No.	0-14702) and is 	 incorporated herein by reference.) 10(k)* __ Amendment, effective as of November 19, 1993, to the Company's 	 Stock Option Plan, as amended and restated as of August 16, 1993. 	 (This exhibit can be found as Exhibit 10(k) to the Company's 	 Annual Report on Form 10-K for the fiscal year ended December 31, 	 1993 (File No. 0-14702) and is incorporated herein by 	 reference.) 10(l)* __ Amendment, adopted March 30, 1994, to the Company's Stock Option Plan. (This exhibit can be found as Exhibit 10(l) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-14702) and is incorporated herein by reference.) 10(m)* __ The Company's Deferred Share Plan, amended and restated as 	 of	August 16, 1993. (This exhibit can be found as Exhibit 	 10(l) to the Company's Annual Report on Form 10-K for the 	 fiscal year ended December 31, 1993 (File No. 0-14702) 	 and is incorporated herein by reference.)
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 14(c) of Form 10-K.
Exhibit Number				 Description of Exhibit _______ 			 ______________________
10(n)* __ Amendment, effective as of November 19, 1993, to the 	 Company's Deferred Share Plan, as amended and restated as of 	 August 16, 1993. (This exhibit can be found as Exhibit 10(m) to 	 the Company's Annual Report on Form 10-K for the fiscal year ended 	 December 31, 1993 (File No. 0-14702) and is incorporated herein 	 by reference.) 10(o)* __ The Company's Cash Bonus Compensation Plan, adopted on 	 March 30, 1994. (This exhibit can be found as Exhibit 10(n) 	 to the Company's Annual Report on Form 10-K for the fiscal year 	 ended December 31, 1993 (File No. 0-14702) and is incorporated 	 herein by reference.) 10(p)* __ Indemnity Agreement, dated as of February 27, 1986, 	 between the Company and Michael A. Wiener. (This exhibit 	 can be found as Exhibit 10(f) to the Company's Registration 	 Statement on Form S-1 (Registration No. 33-5190) and is 	 incorporated herein by reference.) 10(q)* __ Indemnity Agreement, dated as of February 27, 1986, between 	 the Company and Gerald Carrus. (This exhibit can be found 	 as Exhibit 10(g) to the Company's Registration Statement on 	 Form S-1 (Registration No. 33-5190) and is incorporated 	 herein by reference.) 10(r)* __ Indemnity Agreement, dated as of February 7, 1986, between 	 the Company and Mel Karmazin. (This exhibit can be found as 	 Exhibit 10(h) to the Company's Registration Statement on Form 	 S-1 (Registration No. 33-5190) and is incorporated herein by 	 reference.) 10(s)* __ Indemnity Agreement, dated as of June 22, 1987, between the 	 Company and Farid Suleman. (This exhibit can be found as Exhibit 	 10(j) to the Company's Registration Statement on Form S-1 	 (Registration No. 33-15285) and is incorporated herein 	 by reference.) 10(t)* __ Indemnity Agreement, dated as of February 4, 1992, between 	 the Company and Steven A. Lerman. (This exhibit can be found as 	 Exhibit 10(l) to the Company's Registration Statement on 	 Forms S-1 and S-3 (Registration No. 33-46118) and is 	 incorporated herein by reference.) 10(u)* __ Indemnity Agreement, dated as of November 9, 1992, between 	 the Company and Alan R. Batkin. (This exhibit can be found 	 as Exhibit 10(m) to the Company's Report on Form 10-K for 	 the year ended December 31, 1992 (File No. 0-14702) and 	 is incorporated herein by reference.) 10(v)* __ Indemnity Agreement, dated as of October 18, 1994, between 	 the Company and Jeffrey Sherman. 10(w)* __ Stock Option Agreement, dated as of June 27, 1988, 	 between the Company, as successor to WCK, and Mel	Karmazin. 	 (This exhibit can be found as Exhibit (c)(2) to the Statement 	 on Schedule 13E-3 filed pursuant to Rule 13e-3 by WCK, the 	 Management Investors (Michael A. Wiener, Gerald Carrus and Mel 	 Karmazin) and the Company and is incorporated herein by reference.) 10(x)* __ Amendment Agreement, dated as of August 2, 1988, to 	 Stock Option Agreement dated as of June 27, 1988, between the 	 Company, as successor to WCK, and Mel Karmazin. (This exhibit 	 can be found as Exhibit 9(c)(7) to Amendment No. 3 to Schedule 	 14D-1 filed by the Company	as successor to WCK and is 	 incorporated herein by reference.)
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 14(c) of Form 10-K.
Exhibit Number				 Description of Exhibit _______ 			 ______________________
10(y)* __ Amendment No. 1 to Stock Option Agreement, dated as of 	 October 14, 1988, between the Company and Mel Karmazin. 	 (This exhibit can be found as Exhibit 4(l) to the Company's 	 Annual Report on Form 10-K for the year ended December 25, 	 1988 (File No. 0-14702) and is incorporated herein by reference.) 10(z)* __ Agreement, dated as of July 26, 1993, between the Company 	 and Mel Karmazin, with respect to the exercise of certain 	 options granted pursuant to the Stock Option Agreement, 	 dated as of June 27, 1988, as amended, between the Company, 	 as successor to WCK, and	Mel Karmazin. (This exhibit can 	 be found as Exhibit 10(d) to the Company's Quarterly Report 	 on Form 10-Q for the quarter ended June 30, 1993 (File 	 No. 0-14702) and is incorporated herein by reference.) 10(aa) __ Warrant Certificate, dated September 30, 1991, certifying that 	 Mel Karmazin is the owner of warrants to purchase shares of 	 Class A Common Stock, par	value $.002 per share, of the 	 Company. (This exhibit can be found as Exhibit 10(p) to 	 the Company's Registration Statement on Forms S-1 and S-3 	 (Registration No. 33-46118) and is incorporated herein by 	 reference.) 10(bb) __ Amended and Restated Credit Agreement, Purchase and Release 	 Agreement,	dated as of February	3, 1994, among Unistar 	 Radio Networks, Inc. (formerly known as Unistar Holdings, Inc.), 	 UCGI, Inc.	(formerly known as Unistar Communications Group, Inc.), 	 TMRG, Inc. (formerly known as The Market Research Group, Inc.), 	 The Chase Manhattan Bank (National Association), as lender and as 	 agent, the Company and Novastar, Inc. (This exhibit can be found 	 as Exhibit 10(cc) to the Company's Annual Report on Form 10-K for 	 the fiscal year ended December 31, 1993 (File No. 0-14702) and 	 is incorporated herein by reference.) 10(cc) __ Securities Purchase Agreement, dated as of November 4, 1993, 	 between Westwood One, Inc. and Infinity Network Inc. (This exhibit 	 can be found as Exhibit 10(b) to the Company's Quarterly Report 	 on Form 10-Q for the quarter ended September 30, 1993 (File No. 	 0-14702) and is incorporated herein by reference.) 10(dd) __ Stock Purchase Agreement, dated as of November 4, 1993, among 	 UCGI, Inc. (formerly known as Unistar Communications Group, Inc.), 	 Unistar Radio Networks, Inc., the Company and Westwood One,Inc. and 	 Infinity Network Inc. (This exhibit can be found as Exhibit 10(a) 	 to the Company's Report on Form 8-K filed on November 17, 1993 	 (File No. 0-14702) and is incorporated herein by reference.) 10(ee) __ Management Agreement, dated as of February 3, 1994, between 	 Westwood One, Inc. and the Company. (This exhibit can be found 	 as Exhibit 10(ff) to the Company's Annual Report on Form 10-K 	 for the fiscal year ended December 31, 1993 (File No. 0-14702) 	 and is incorporated herein by reference.) 21 __ Subsidiaries of the Company. 23 __ Consent of KPMG Peat Marwick LLP, Independent Certified Public 	 Accountants. 27 __ Financial Data Schedule.
(b) Reports on Form 8-K
No Reports on Form 8-K were filed by the Company during the fourth quarter of the fiscal year covered by this Report.
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to item 14(c) of Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to	be signed on its	behalf by the	undersigned, thereunto duly authorized, on the 30th day of March, 1995.
		 INFINITY BROADCASTING CORPORATION
/s/ MICHAEL A. WIENER 	 BY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael A. Wiener Co-Chairman of the Board of Directors and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Michael A. Wiener March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Michael A. Wiener			Date Co-Chairman of the Board of Directors and Secretary
/s/ Gerald Carrus		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Gerald Carrus				Date Chairman of the Board of Directors and Treasurer
/s/ Mel Karmazin		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Mel Karmazin Date Director, President, and Chief Executive Officer
/s/ Farid Suleman		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Farid Suleman Date Director, Vice President--Finance, and Chief Financial Officer
/s/ James A. Stern		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . James A. Stern				Date Director
/s/ James L. Singleton		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . James L. Singleton Date Director
/s/ Steven A. Lerman		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Steven A. Lerman			Date Director
/s/ Alan R. Batkin		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Alan R. Batkin Date Director
/s/ Jeffrey Sherman		 March 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . Jeffrey Sherman 			Date Director
_________________________________________ * Mr. Suleman also performs the functions of Chief Accounting Officer
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES COVERED BY INDEPENDENT AUDITORS' REPORT
			 (Item 14(a)1)
								 Page 								 ____
Independent Auditors' Report . . . . . . . . . . . . . . . Consolidated balance sheets as of December 31, 1993 and 1994	 Consolidated statements of operations for each of the years in the three-year period ended December 31, 1994 . . . . .	 Consolidated statements of changes in stockholders' equity (deficiency) for each of the years in the three-year period ended December 31,1994 . . . . . . . . . . . . .	 Consolidated statements of cash flows for each of the years in the three-year period ended December 31, 1994 . . . . .	 Notes to consolidated financial statements . . . . . . . .	
Financial statement schedule for each of the years in the three-year period ended December 31, 1994
VIII Valuation and qualifying accounts. . . . . . . . . . .
All other schedules have been omitted because the required information either is not applicable or is shown in the consolidated financial statements or notes thereto.
INDEPENDENT AUDITORS' REPORT ____________________________
The Board of Directors and Stockholders Infinity Broadcasting Corporation:
We have audited the consolidated financial statements of Infinity Broadcasting Corporation and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Infinity Broadcasting Corporation and subsidiaries as of December 31, 1993 and 1994, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1994, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
New York, New York January 31, 1995
				
				
				
				
See accompanying Notes to Consolidated Financial Statements
				
	 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
(a) Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, which are wholly owned and are all involved in radio broadcasting. All significant intercompany balances and transactions have been eliminated in consolidation.
(b) Revenue Recognition
Revenues are recognized when advertisements are aired.
(c) Property and Equipment
Depreciation is provided on a straight line basis for financial statement purposes. The estimated useful life for machinery and equipment is 3-10 years and 10 years for furniture and fixtures.	Leasehold improvements are amortized over the terms of the leases.
(d) Intangible Assets
Intangible assets represent the excess of the cost of acquisitions over the values assigned to net tangible assets. In accordance with Accounting Principles Board Opinion No. 17, substantially all of these intangible assets are being amortized over periods of 3 to 40 years. The Company periodically evaluates the value of its intangible assets and if the costs of such assets are in excess of associated expected operating cash flows, the related assets are written down to fair value.
(e) Income Taxes
The Company and its subsidiaries file a consolidated Federal income tax return.
Effective January 1, 1993, the Company implemented Statement of Financial Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes" which requires the use of the asset and liability method of financial accounting and reporting for income taxes. Under FAS 109, deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes.
(f) Earnings Per Share
Earnings (loss) per common share are based on the weighted average number of common shares and common equivalent shares (where inclusion of such equivalent shares would not be anti-dilutive) outstanding during the year.
(g) Cash Equivalents
Cash equivalents include certificates of deposit and commercial paper with maturities of one month or less.
Note 2. Public Stock Offerings
On February 5, 1992, the Company and certain holders of warrants exercisable for shares of the Company's Class A Common Stock, through an initial public offering (the "Common Stock IPO") sold 13,788,826 shares of Class A Common Stock, resulting in net proceeds to the Company of approximately $98.5 million. As a result of the Company's Common Stock IPO, the Company in the First Quarter of 1992 recorded a non-recurring non-cash charge of approximately $6,503,000, resulting from the issuance in 1990 of approximately 836,107 deferred shares of the Company's Common Stock to management.
On May 13, 1993, the Company and certain holders of warrants exercisable for shares of the Company's Class A Common Stock sold through a public offering 8,148,814 shares of Class A Common Stock, resulting in net proceeds to the Company of approximately $100 million.
On August 9, 1993, the Company declared a three-for-two stock split in the form of a stock dividend payable on August 16, 1993 to shareholders of record at the close of business on August 9, 1993. Effective November 12, 1993, the Company declared another three-for-two stock split in the form of a stock dividend payable on November 19, 1993 to shareholders of record at the close of business on November 12, 1993. During 1993, in connection with these stock splits, the Company increased the number of authorized shares of its Class A Common Stock to 75,000,000, Class B Common Stock to 17,500,000 and Class C Common Stock to 30,000,000. The accompanying consolidated financial statements reflect the effect of the stock dividends.
On December 7, 1993, certain merchant banking partnerships affiliated with Lehman Brothers Inc. and certain officers of the Company sold in a secondary offering 5,550,000 shares of Class A Common Stock.
Note 3. Acquisitions
In April 1992, the Company acquired WFAN-AM, a radio station serving New York City, for approximately $70 million, plus costs.
In February 1993, the Company acquired the assets of WZGC-FM (Atlanta), WZLX-FM (Boston) and WUSN-FM (Chicago) from Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License Partnership, L.P. for a total purchase price of approximately $100 million, plus costs. In September 1993, the Company acquired WIP-AM, an all-sports radio station serving Philadelphia, from Spectacor Broadcasting, L.P. for approximately $17.4 million, plus costs.
In February 1994, the Company acquired Los Angeles radio station KRTH-FM from Beasley FM Acquisitions Corp. for approximately $116 million, plus costs. In June 1994, the Company acquired Washington, D.C. radio stations WPGC-AM/FM from Cook Inlet Radio Partners, L.P. and Cook Inlet Radio License Partnership, L.P. for approximately $61 million, plus assumption of certain liabilities and costs. In June 1994, the Company acquired Detroit radio station WXYT-AM from Fritz Broadcasting, Inc. for approximately $23 million, plus costs.
The above acquisitions have been accounted for by the purchase method of accounting. The purchase price has been allocated to the assets acquired, principally intangible assets, and the liabilities assumed based on their estimated fair values at the date of acquisition. The excess of purchase price over the estimated fair values of the net assets acquired has been recorded as goodwill.
Note 3. Acquisitions --- (Continued)
The operating results of these acquisitions are included in the Company's consolidated results of operations from the date of acquisition. The following unaudited pro forma summary presents the consolidated results of operations as if the acquisitions had occurred as of the beginning of 1993 and 1994, after giving effect to certain adjustments, including amortization of intangible assets and interest expense on the acquisition debt. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of those dates or of results which may occur in the future.
On September 12, 1994, the Company entered into an agreement to acquire Dallas/Ft. Worth radio station KLUV-FM from TK Communications, Inc. for approximately $51 million. The purchase price will be funded by borrowings under the Credit Agreement. The acquisition is subject to FCC approval.
On February 17, 1993, the Company entered into an agreement to manage the business and operations of Unistar Communications Group, Inc. ("UCG") and its subsidiaries. UCG is the parent of Unistar Radio Networks, Inc. ("Unistar"), the country's fourth-largest provider of radio network programming services. On February 3, 1994, the Company, Unistar and Westwood One, Inc. ("Westwood One") completed the purchase by Westwood One of the radio network business of Unistar for approximately $101.3 million. Westwood One is the nation's largest producer and distributor of nationally sponsored radio programs. In connection with the transaction, an affiliate of the Company received 5 million newly issued shares of common stock of Westwood One for $3 per share (which represents approximately 16.13% of the issued and outstanding capital stock of Westwood One) and an option to purchase an additional 3 million shares of Westwood One's common stock at a purchase price of $3 per share, subject to certain vesting requirements. In connection with the transactions, the Company's Chief Executive Officer and Chief Financial Officer became the Chief Executive Officer and Chief Financial Officer, respectively, of Westwood One pursuant to a Management Agreement between the Company and Westwood One. Under the management agreement, the Company will receive a base management fee plus a bonus based on achieving cash flow targets and additional warrants to acquire up to 1.5 million shares of Westwood One's Common Stock at a purchase price from $3 to $5 per share in the event that Westwood One's Common Stock trades above certain target price levels. In September 1994, pursuant to such provision, the Company received a warrant to purchase 500,000 shares of Westwood One's Common Stock at an exercise price of $3 per share.
Note 4. Property and Equipment
A summary of property and equipment, at cost, for the years ended December 31, 1993 and 1994 follows:
For the years ended December 31, 1992, 1993 and 1994 depreciation expense was $3,934,000, $4,791,000 and $3,983,000.
NOTE 5. Long-Term Debt
Long-term debt at December 31, 1993 and 1994 consists of the following:
(a) On December 22, 1994, the Company and its subsidiaries amended and restated its existing Credit Agreement to provide for aggregate borrowings of up to $700 million, including an acquisition facility of $250 million. As of December 31, 1994, the Company had outstanding borrrowings of approximately $332 million and had additional borrowings available under the facility of approximately $368 million.
Under the terms of a Security Agreement among the Company, its subsidiaries, and one of the banks acting as collateral agent, substantially all of the assets of the Company and its subsidiaries, as well as the stock of the Company's subsidiaries, are pledged to secure borrowings under the Credit Agreement.
The Credit Agreement provides for quarterly principal payments beginning September 1998, and also permits voluntary prepayments in whole or in part at any time.
Under the Credit Agreement, interest is payable quarterly, based on the (i) prime rate or (ii) London Interbank Offer Rate.
Note 5. Long-Term Debt--(Continued)
In the normal course of business, the Company enters into a variety of interest rate protection agreements, options and swaps, in order to limit its exposure due to adverse fluctuations in interest rates. These instruments are executed with credit worthy financial institutions. As a matter of policy the Company does not engage in derivatives trading. Generally, payments and receipts associated with financial instruments used to manage interest rate risk are recognized along with the effects of associated transactions.
As of December 31, 1994, the Company has entered into various interest rate protection agreements under which the Company's interest rate on $130 million of borrowings under the Credit Agreement is fixed at between 4.8% and 6% per annum, plus applicable margin.
(b) At December 31, 1994, the fair value of the Company's 10 3/8% Senior Subordinated Notes was estimated to be $202,500,000 based on the quoted market prices for the same issue.
The scheduled maturities of long-term debt for the next five years and after are as follows:
For years ended 1992, 1993 and 1994, the Company paid cash for interest of $40,891,000, $34,625,000 and $40,522,000, respectively.
Note 6. Employee and Other Post Retirement Benefit Plans
The Company has a qualified 401(k) profit sharing plan covering substantially all of its non-union full-time employees. For the years ended December 31, 1992, 1993 and 1994, no contributions to this plan were made by the Company.
The Company does not provide any post retirement health care and life insurance benefits to its employees and, accordingly, has no liabilities for such benefits.
Note 7. Income Taxes
The provision for income taxes for the years ended December 31, 1992, 1993 and 1994, consisting of current state and local taxes, was $106,000, $606,000 and $890,000, respectively. No federal income taxes were provided in 1992, 1993 and 1994 as a result of net losses incurred and available net loss carryforwards.
Note 7. Income Taxes --- (Continued)
At December 31, 1994, the Company had net operating loss carryforwards for federal income tax purposes which expire from 2005 to 2009 of approximately $70 million.
As discussed in Note 1, the Company adopted FAS No. 109 as of January 1, 1993. There was no effect on the consolidated balance sheet as of December 31, 1993 of implementing FAS 109, nor was there any effect during 1994, as the value of the deferred tax asset resulting from the net operating loss carryforwards was offset by a valuation allowance of equal amount.
For the years ended December 31, 1992, 1993 and 1994, the Company paid cash for income taxes of $714,000, $135,000 and $429,000, respectively.
Note 8. Employee Stock Plans
Employee Stock Option Plan. The Company's 1988 Employee Stock Option Plan as amended provides for a grant of options to purchase 4,664,350 shares of the Company's Class A Common Stock and 787,500 shares of Class B Common Stock.	The options are exercisable in equal amounts generally over five years from the date of grant. At December 31, 1993 and 1994, options for 905,981 and 1,205,549 shares, respectively, of Class A Common Stock were exercisable.
Employee Deferred Share Plan. The Deferred Share Plan permits the grant of up to 240,641 Class A Deferred Shares and 782,969 Class B Deferred Shares to executives or other key employees of the Company.
The following is a table summarizing the changes during the years ended December 31, 1993 and 1994 in options and deferred shares outstanding:
In addition, the Company issued 112,500 and 75,000 options to purchase shares of Class B Common Stock during 1993 and 1994, respectively.
				
NOTE 9. Stockholders' Equity
Each share of Class A Common Stock and each share of Class C Common Stock is entitled to one vote per share. Each share of Class B Common Stock is generally entitled to ten votes per share. Shares of Class B Common Stock and Class C Common Stock, at the option of the holder, may be converted at any time into an equal number of shares of Class A Common Stock. Each share of Class B Common Stock and Class C Common Stock automatically converts into one share of Class A Common Stock upon the sale, gift, or other transfer of such share to any person other than an associate of the Company (as defined) and upon certain other events.
During 1988, the Company issued options with an exercise price of $.027 per share to an officer of the Company to purchase 2,107,998 shares of the Company's Class B Common Stock. During 1993 options to purchase 134,942 shares were exercised.
The Company has reserved 32,439 shares of Class A Common Stock, 2,126,807 shares of Class B Common Stock and 8,935,526 shares of Class C Common Stock for issuance upon the exercise of certain warrants and options outstanding as of December 31, 1994.
Note 10. Related Party Transactions
The Company leases office space from an affiliate which is owned 70% by certain stockholders. The lease expires on December 31, 1998 and provides for an annual rent of $145,380 subject to certain annual adjustments.
As of December 31, 1994, the Company had accounts receivable from Westwood One amounting to approximately $4,005,000.
Note 11. Extraordinary Items
During 1992, the Company called for the redemption of $98,000,000 of the 14.25% Subordinated Discount Debentures and also entered into a new credit agreement which replaced its prior bank credit agreement, resulting in an extraordinary loss of $12,318,000.
Note 12. Commitments and Contingencies
The Company and its subsidiaries occupy certain office space and transmitting facilities under lease agreements expiring at various dates through 2008. Management expects that in the normal course of business, leases that expire will be renewed or replaced by other leases. Most leases provide for escalation of rent based on increases in the Consumer Price Index and/or real estate taxes.
				
Note 12. Commitments and Contingencies ----- (Continued)
The following is a summary of the future minimum rental commitments under existing leases:
Rent expense applicable to such leases amounted to approximately $2,354,000, $3,079,000 and $3,876,000 for the years ended December 31, 1992, 1993 and 1994, respectively.
At December 31, 1994, the Company is committed to the purchase of broadcast rights for various sports events and other programming including on-air talent, aggregating approximately $69.2 million. The aggregate payments related to these commitments during the next five years are as follows:
Note 13. Intangible and Other Assets
Intangible assets at cost, as of December 31, 1993 and 1994, include:
For the years ended December 31, 1992, 1993 and 1994 amortization expense was $24,992,000, $34,062,000 and $42,623,000.
Other assets include principally deferred financing costs and are amortized over the term of the financing.
				
Note 14. Quarterly Financial Data (Unaudited)