Edgar Filing: VIACOM INC

As filed with the Securities and Exchange Commission on January 9, 2001
Registration No. 333-50452
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIACOM INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 4841 04-2949533
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

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1515 Broadway
New York, New York 10036
(212) 258-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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Michael D. Fricklas, Esq.
Executive Vice President, General Counsel
and Secretary
Viacom Inc.
1515 Broadway
New York, NY 10036
(212) 258-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies To:

Creighton O'M. Condon, Esq. Angeline C. Straka, Esq. Peter Allan Atkins, Esq.
Stephen T. Giove, Esq. Senior Vice President, Eric L. Cochran, Esq.
Shearman & Sterling General Counsel and Secretary Skadden, Arps, Slate,
599 Lexington Avenue Infinity Broadcasting Corporation Meagher & Flom LLP
New York, NY 10022 40 West 57th Street Four Times Square
(212) 848-4000 New York, NY 10019 New York, NY 10036
(212) 975-4321 (212) 735-3000

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective and the
conditions to consummation of the merger described herein have been satisfied
or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Each Class of Amount to Be Offering Price Offering Price Registration
Securities to Be Registered Registered (1) per Share (2) Fee (3)
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Class B Common Stock, par value
$0.01 per share................ 243,904,000 Not applicable $12,823,500,000 $3,385,404
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(1) Based on the maximum number of shares of Class B common stock, par value
$.01 per share ("Viacom Class B Common Stock"), of Viacom Inc., a Delaware
corporation ("Viacom") that may be required to be issued in connection with
the merger (the "Merger") of Infinity Broadcasting Corporation, a Delaware
corporation ("Infinity"), with and into a wholly owned Viacom subsidiary,
calculated as the product of (a) 412,000,000, which is the sum of (i) the
number of shares of Infinity Class A common stock, par value $0.01 per
share ("Infinity Class A Common Stock"), outstanding on November 20, 2000,
(ii) the number of shares of Infinity Class A Common Stock issuable
pursuant to outstanding stock options through the date the Merger is
expected to be consummated, and (iii) the number of shares of Infinity
Class A Common Stock otherwise expected to be issued prior to the date the
Merger is expected to be consummated multiplied by (b) the exchange ratio
for the Merger of 0.592 of a share of Viacom Class B Common Stock for each
outstanding share of Infinity Class A Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act"), and computed pursuant to Rule 457(f)(1) and Rule 457(c)
thereunder on the basis of the market value of the Infinity Class A Common
Stock to be exchanged in the Merger, as the product of (a) $31.125 (the
average of the high and low sales prices per share of Infinity Class A
Common Stock as reported on the New York Stock Exchange on November 20,
2000) and (b) 412,000,000, which is the sum of (i) the number of shares of
Infinity Class A Common Stock outstanding on November 20, 2000, (ii) the
number of shares of Infinity Class A Common Stock issuable pursuant to
outstanding stock options through the date the Merger is expected to be
consummated, and (iii) the number of shares of Infinity Class A Common
Stock otherwise expected to be issued prior to the date the Merger is
expected to be consummated.
(3) The filing fee of $3,385,404 was previously paid by Viacom in connection
with the initial filing of this Registration Statement.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+The information in this proxy statement/prospectus is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This proxy +
+statement/prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PRELIMINARY PROXY STATEMENT/PROSPECTUS

DATED JANUARY 9, 2001, SUBJECT TO COMPLETION

[LOGO INFINITY BROADCASTING CORPORATION]

Infinity Broadcasting Corporation
40 West 57th Street
New York, New York 10019

Dear Infinity Stockholder:

As you no doubt have heard, Infinity Broadcasting Corporation and Viacom Inc.
have agreed to merge. When the merger is completed, Viacom will issue 0.592 of
a share of Viacom Class B common stock for each outstanding share of Infinity
Class A common stock. On [Month, Date], 2001, the last practicable trading day
prior to the printing of this proxy statement/prospectus, 0.592 of a share of
Viacom Class B common stock had a value of $[ . ]. The actual value you receive
will depend on market prices at the time of the merger.

The exchange ratio and the merger agreement are the result of an offer made
by Viacom in August 2000. Infinity's board formed a special committee
consisting of its two independent directors, who were advised by financial
advisors and lawyers selected by the special committee. The special committee
performed due diligence and negotiated with Viacom regarding its offer. The
special committee has determined that the merger is fair to, and in the best
interests of, Infinity and its stockholders, other than Viacom and its
affiliates, determined that the merger and the merger agreement should be
approved and declared advisable, and recommended that the Infinity board
approve and declare the advisability of, the merger agreement and the merger.
The board of directors of Infinity approved the merger after receiving the
unanimous recommendation of the special committee and recommends that Infinity
stockholders vote "for" approval and adoption of the merger agreement and the
merger.

In early January 2001, Viacom and Infinity, with the concurrence of the
special committee of Infinity's board of directors, decided to seek approval of
the merger by Infinity's minority stockholders after a recent Delaware Chancery
Court decision involving corporations unrelated to Viacom or Infinity created
uncertainty about whether Infinity's minority stockholders must approve the
merger. Viacom entered into a voting agreement with William S. Levine and
Arturo R. Moreno, Infinity's two largest stockholders other than Viacom,
pursuant to which each of them agreed to vote his shares of Infinity Class A
common stock in favor of the merger and the merger agreement. Infinity has
scheduled a special meeting of its stockholders in order to seek approval of
the merger by holders of 66 2/3% of its outstanding voting shares, other than
those shares owned by Viacom or subject to the voting agreement between Viacom
and Messrs. Levine and Moreno. You are cordially invited to attend the meeting
at [location], on [day, month, date], 2001, at [time], local time.

Viacom is a diversified entertainment company with preeminent positions in
broadcast and cable television, radio, outdoor advertising and online. Viacom
is a leader in the creation, promotion and distribution of entertainment, news,
sports and music. In addition to Infinity, Viacom's well-known brands include
CBS(R), MTV(R), Nickelodeon(R), VH1(R), Paramount Pictures(R), UPN, TNN: The
National Network(TM), CMT(R), Showtime(R), Blockbuster(R) and Simon &
Schuster(R). Viacom also recently agreed to acquire the Black Entertainment
Television(R) cable network.

Please review the attached proxy statement/prospectus carefully for
information about the merger. I am sure you will conclude, as I have, that this
merger allows Infinity public stockholders to benefit from and participate in
the tremendous growth opportunities created by the full integration of the
Viacom and Infinity organizations. The transaction enhances Viacom's powerful
and diverse operations and creates a company that is financially even stronger
and is even better positioned to deliver superior returns to stockholders. As a
result of the transaction, Infinity's significant free cash flow will be
directly available to Viacom, increasing its opportunity to make cash flow
accretive acquisitions and to repurchase its stock.

Your vote is important. Please vote your shares as soon as possible so that
your shares are represented at the special meeting. In order to ensure that
your vote is represented at the special meeting, please complete, sign, date
and return the enclosed proxy card in the enclosed envelope. You are, of
course, welcome to attend the meeting and to vote your shares in person. If the
merger is completed, you will be sent a notice that the merger has been
completed and a letter of transmittal and instructions for the purpose of
exchanging your share certificates.

Thank you for your support.
Sincerely,

[SIGNATURE TO COME]

Mel Karmazin
Chairman, President and Chief Executive Officer

For a discussion of risk factors associated with the merger, see "Risk
Factors" beginning on page [ . ].

Neither the Securities and Exchange Commission nor
any state securities commission has approved or
disapproved of the securities to be issued in the
merger or determined whether this information
statement/prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.

This proxy statement/prospectus is dated [month, date], 2001, and it and a
form of proxy are first being mailed to stockholders on or about [month, date],
2001.

[LOGO OF INFINITY BROADCASTING CORPORATION]

INFINITY BROADCASTING CORPORATION

40 West 57th Street

New York, New York 10019

NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Infinity:

A special meeting of stockholders of Infinity Broadcasting Corporation will
be held on [Day], [Month, Date], 2001 at [time], local time, at [Location] to
consider and vote on the following matters described in the accompanying proxy
statement/prospectus:

1. The adoption of the Agreement and Plan of Merger, dated as of October
30, 2000, among Viacom Inc., a Delaware corporation, IBC Merger Corp., a
Delaware corporation and a wholly owned subsidiary of Viacom Inc., and
Infinity Broadcasting Corporation, a Delaware corporation, and the approval
of the merger of Infinity Broadcasting Corporation with and into IBC Merger
Corp. provided for therein; and

2. To transact any other business that may properly come before the
special meeting.

A copy of the merger agreement governing the merger is attached as Annex A to
the accompanying proxy statement/prospectus.

Only Infinity stockholders of record at the close of business on January 16,
2001 will be entitled to notice of and to vote at the special meeting and at
any adjournment or postponement thereof. The stock transfer books will not be
closed.

A special committee of your board of directors, consisting of Infinity's two
independent directors, has determined that the merger is fair to, and in the
best interests of, Infinity and its stockholders other than Viacom and its
affiliates, determined that the merger and the merger agreement should be
approved and declared advisable, and recommended that the Infinity board
approve and declare the advisability of, the merger agreement and the merger.
Your board of directors approved the merger agreement after receiving the
unanimous recommendation of the special committee and recommends that Infinity
stockholders vote "for" approval and adoption of the merger agreement and the
merger.

All stockholders are cordially invited to attend the special meeting in
person. However, to ensure your representation at the special meeting, you are
urged to complete, sign, date and return the enclosed proxy card in the
enclosed envelope as promptly as possible.

By Order of the Board of Directors,

Angeline C. Straka

Secretary

New York, New York

[Month, Date], 2001

YOUR VOTE IS IMPORTANT.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING,

PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY.

TABLE OF CONTENTS

Page
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QUESTIONS AND ANSWERS ABOUT THE MERGER.................................... 1
SUMMARY................................................................... 4
The Companies........................................................... 4
The Stockholders' Meeting............................................... 5
Share Ownership of Management........................................... 5
Terms of the Merger..................................................... 5
Ownership of Viacom Following the Merger................................ 6
Interests of Directors and Executive Officers of Infinity............... 6
Fairness Opinions of Co-Financial Advisors to Infinity's Special
Committee.............................................................. 6
The Merger.............................................................. 6
Voting Agreement........................................................ 7
Viacom Summary Historical Financial Data................................ 8
CBS Summary Historical Financial Data................................... 9
Infinity Summary Historical Financial Data.............................. 10
Summary Unaudited Pro Forma Combined Financial Information.............. 11
Unaudited Comparative Per Share Data.................................... 12
Comparative Market Prices and Dividends................................. 13
RISK FACTORS.............................................................. 15
Risks Relating to the Merger............................................ 15
Fixed Exchange Ratio May Result in Lower Value of Merger
Consideration........................................................ 15
Risks Relating to Viacom's Business..................................... 15
Expenditures by Advertisers Tend to Be Cyclical and Dependent on the
Economic Prospects of Advertisers and the Economy in General Which
Could Cause Viacom's Revenues from Advertisements to Decline
Significantly in Any Given Period Generally or in Specific Markets... 15
Viacom's Corporate Governance Structure Is Unusual and May Not Be a
Successful Model for Managing Viacom................................. 15
Mr. Redstone, Chairman and Chief Executive Officer of Viacom, Will
Continue to Be the Controlling Stockholder of Viacom and Will
Therefore Determine the Outcome of Most Stockholder Votes............ 16
The Split-off of Blockbuster from Viacom May Not Occur, Which May
Hinder the Operations of Viacom's Different Businesses............... 16
Viacom May Incur a Significant Loss Resulting from the Split-off of
Blockbuster.......................................................... 16
Competitive Developments and Technologies May Adversely Affect
Viacom's Future Market Share of Entertainment Audiences and
Customers, Which in Turn May Affect Viacom's Advertising Revenues and
Profitability ....................................................... 16
Acceptance of Viacom's Programming by the Public Is Difficult to
Predict, Which Could Lead to Fluctuations in Revenues................ 17
Viacom's Revenues Are Dependent upon the Maintenance of Affiliation
Agreements........................................................... 18
Changes in or Viacom's Noncompliance with Federal Communications Laws
and Regulations May Have an Adverse Effect on Viacom's Business...... 18
Viacom Has Environmental, Asbestos and Other Contingent Liabilities
That Could Have a Significant Impact on Viacom....................... 19
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS................ 20
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION.............. 21
THE INFINITY SPECIAL MEETING
Date, Time and Place.................................................... 29
Purpose of the Infinity Special Meeting................................. 29

Page
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Recommendation of the Infinity Board of Directors...................... 29
Record Date and Outstanding Shares..................................... 29
Vote and Quorum Required............................................... 29
Share Ownership of Management.......................................... 30
Proxies................................................................ 30
Expenses of Proxy Solicitation......................................... 30
THE MERGER............................................................... 31
Background to the Merger............................................... 31
Viacom's Reasons for the Merger........................................ 36
Infinity's Reasons for the Merger; Recommendation of the Special
Committee of Infinity's
Board of Directors and Infinity's Board of Directors.................. 37
Opinions of Co-Financial Advisors to the Special Committee of
Infinity's Board of Directors......................................... 39
Accounting Treatment................................................... 58
Federal Income Tax Consequences........................................ 58
Merger Consideration................................................... 59
Conversion of Shares; Procedures for Exchange of Certificates;
Fractional Shares..................................................... 59
Litigation............................................................. 60
Effective Time of the Merger........................................... 61
Federal Securities Laws Consequences................................... 61
No Dissenters' Rights of Appraisal..................................... 61
Regulatory Approvals................................................... 61
Listing on the New York Stock Exchange of Viacom's Class B Common Stock
to Be Issued
in the Merger......................................................... 61
Delisting and Deregistration of Infinity Class A Common Stock;
Cessation of
Infinity Periodic Reporting........................................... 61
THE MERGER AGREEMENT..................................................... 62
The Merger............................................................. 62
Approval of the Merger................................................. 62
Effective Time and Closing of the Merger............................... 62
Conversion of Securities............................................... 62
Representations and Warranties of Viacom and Infinity.................. 63
Mutual Covenants of Viacom and Infinity................................ 63
Conduct of Business Prior to the Closing............................... 64
Notification of Certain Matters........................................ 65
Conditions to Closing.................................................. 65
Termination............................................................ 65
Stock Options and Other Plans.......................................... 66
INTERESTS OF INFINITY DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER..... 67
Indemnification Arrangements........................................... 67
Compensation of Members of the Special Committee....................... 67
Relationships of Directors and Executive Officers with Viacom.......... 68
Infinity Director Compensation......................................... 68
THE COMPANIES............................................................ 69
Viacom's Business...................................................... 69
Infinity's Business.................................................... 71
Share Ownership by Infinity's Management, Directors and Principal
Stockholders.......................................................... 72
COMPARISON OF RIGHTS OF HOLDERS OF VIACOM CLASS B COMMON STOCK AND
INFINITY CLASS A COMMON STOCK........................................... 75
STOCKHOLDER PROPOSALS.................................................... 85
LEGAL MATTERS............................................................ 85
EXPERTS.................................................................. 85

Page
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WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION OF DOCUMENTS
BY REFERENCE.............................................................. 86
Viacom................................................................... 86
CBS...................................................................... 87
Infinity................................................................. 87

ANNEXES
Annex A Agreement and Plan of Merger
Annex B Opinion of Deutsche Bank Securities Inc., co-financial advisor to
the special committee of Infinity's board of directors
Annex C Opinion of Bear, Stearns & Co. Inc., co-financial advisor to the
special committee of
Infinity's board of directors

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This proxy statement/prospectus incorporates documents and important
business and financial information by reference that are not included as part
of or delivered with this document. Each of Viacom and Infinity undertakes to
provide, without charge, to each person, including any beneficial owner of
Infinity common stock, to whom a copy of this proxy statement/prospectus has
been delivered, upon written or oral request, a copy of any and all of the
documents that have been incorporated into this document by reference, other
than exhibits to those documents unless the exhibits are specifically
incorporated into this document by reference. Requests for these documents
should be directed, in the case of documents relating to Viacom or any of its
subsidiaries, to Viacom Inc., 1515 Broadway, 52nd Floor, New York, New York
10036, Attention: Investor Relations, phone number: (212) 258-6700, and, in the
case of documents relating to Infinity or any of its subsidiaries, to Infinity
Broadcasting Corporation, 40 West 57th Street, New York, New York 10019,
Attention: Secretary, phone number: (212) 975-4321. In order to ensure timely
delivery of requested documents, requests should be made by [month, date],
2001.

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q. What transaction is being proposed?

A. Viacom is proposing to acquire all of the outstanding shares of Infinity
that it does not currently own for 0.592 of a share of Viacom non-voting
Class B common stock per Infinity share. The acquisition will be effected
by the merger of Infinity with and into a wholly owned subsidiary of
Viacom.

Q. Why are the two companies proposing to merge?

A. The merger allows Infinity stockholders to benefit from and participate
in the tremendous growth opportunities created by the full integration of
Viacom and Infinity. The transaction enhances Viacom's powerful and
diverse operations and creates a company that is financially even
stronger and is even better positioned to deliver superior returns to
stockholders. To review the reasons for the merger in greater detail, see
pages [ . ] through [ . ].

Q. How much of Infinity does Viacom currently own?

A. Viacom currently owns 100% of the outstanding shares of Infinity Class B
common stock and none of the outstanding shares of Infinity Class A
common stock. Each share of Infinity Class B common stock has five votes
per share and each share of Infinity Class A common stock has one vote
per share. Viacom's ownership of Infinity Class B common stock represents
approximately 64.2% of the total outstanding shares of Infinity Class A
and Class B common stock and approximately 90% of the combined voting
power of the outstanding shares of Infinity Class A and Class B common
stock.

Q. Why is Infinity scheduling a stockholders' meeting to vote on the merger?

A. Even though Viacom owns approximately 90% of the combined voting power of
the outstanding shares of Infinity Class A and Class B common stock,
Viacom and Infinity, with the concurrence of the special committee of
Infinity's board of directors, decided to seek approval of the merger by
Infinity's minority stockholders after a recent Delaware Chancery Court
decision involving corporations unrelated to Viacom or Infinity created
uncertainty about whether Delaware law requires such approval. To
eliminate any uncertainty created by the decision, Viacom and Infinity
agreed that Infinity would call a special meeting of its stockholders in
order to seek approval of the merger by holders of 66 2/3% of its
outstanding voting shares, other than those shares owned by Viacom or
subject to the voting agreement between Viacom and Messrs. Levine and
Moreno.

Q. Who can vote at the Infinity stockholders' meeting?

A. Holders of record of Infinity common stock at the close of business on
January 16, 2001 are entitled to vote at the stockholders' meeting. As of
the close of business on that day, there were approximately [ . ] shares
of Infinity Class A common stock outstanding and there were 700,000,000
shares of Infinity Class B common stock outstanding.

Q. What will I receive in the merger?

A. In the merger, you will be entitled to receive 0.592 of a share of Viacom
non-voting Class B common stock in exchange for each share of Infinity
Class A common stock you own at the time of the merger. Viacom will not
issue fractional shares. Instead, you will receive a payment equal to the
market value of the fractional share.

For example:

. If you currently own 1,000 shares of Infinity Class A common stock,
then after the merger, you will be entitled to receive 592 shares of
Viacom non-voting Class B common stock.

. If you currently own 100 shares of Infinity Class A common stock, then
after the merger you will be entitled to receive 59 shares of Viacom
non-voting Class B common stock and a check for the market value of
the 0.2 fractional share of Viacom non-voting Class B common stock to
which you would otherwise be entitled.

On [Month, Date], 2001, the last practicable trading day prior to the
printing of this proxy statement/prospectus, the closing price per share
on the NYSE of Viacom Class B common stock was $[ . ] and of Infinity
Class A common stock was $[ . ]

Each outstanding Infinity stock option will be converted into an option
to purchase shares of Viacom non-voting Class B common stock. The number
of shares subject to each option and the exercise price will be adjusted
to reflect the exchange ratio of the merger. Stock option vesting
schedules will not be affected by the merger.

For example:

. If you currently have options to purchase 1,000 shares of Infinity
Class A common stock at an exercise price of $20.00 per share, then
after the merger, you will have options to purchase 592 shares of
Viacom non-voting Class B common stock at $33.78 per share.

Q. As an Infinity stockholder, how will the merger affect me?

A. After the merger, you will own shares of Viacom non-voting Class B common
stock. The holders of Viacom Class A common stock have all the voting
rights of Viacom's currently outstanding capital stock. A majority of the
Viacom Class A common stock is held by National Amusements, Inc. which,
in turn, is controlled by Sumner M. Redstone, the Chairman and Chief
Executive Officer of Viacom.

Q. What happens if I do not vote?

A. Since the approval of holders of 66 2/3% of the outstanding shares of
Infinity common stock not owned by Viacom or subject to the voting
agreement between Viacom and Messrs. Levine and Moreno is being sought, a
failure to vote has the same effect as a vote "against" the merger.

Q. What do I need to do now?

A. After you read and carefully consider the information contained in this
proxy statement/prospectus, please fill out and sign your proxy card.
Then, mail your signed proxy card in the enclosed return envelope as soon
as possible so that your shares may be represented at the special
stockholders' meeting. If you sign and send in your proxy but do not
indicate how you want to vote, your proxy will be counted as a vote in
favor of the merger.

Q. If my shares are held in "street name" by my broker, will my broker vote
my shares for me?

A. You should instruct your broker to vote your shares by following the
directions provided to you by your broker. If you do not instruct your
broker, your shares will not be voted with respect to the merger.

Q. What do I do if I want to change my vote?

A. If you want to change your vote, you may do so in any of the following
ways:

. send a later-dated, signed proxy card that is received by Infinity
before the stockholders' meeting,

. attend the stockholders' meeting and vote in person (simply attending
the meeting, however, will not revoke your proxy), or

. send a written notice that is received by Infinity before the
stockholders' meeting informing Infinity that you have revoked your
proxy.

If you have instructed a broker to vote your shares, you must follow
instructions from your broker to change your vote.

Q. Should I send in my stock certificates now?

A. No. After the merger is completed, an exchange agent appointed by Viacom
will coordinate the exchange of your shares of Infinity Class A common
stock for shares of Viacom non-voting Class B common stock. The exchange
agent will send you a letter of transmittal and written instructions on
how to exchange your stock certificates.

Q. When do you expect the merger to be completed?

A. We are working to complete the merger as soon as possible, but we must
first satisfy the conditions to completion of the merger set forth in the
merger agreement. We expect to complete the merger during the first
quarter of 2001.

Q. What are the tax consequences of the merger to me?

A. The exchange of Infinity Class A common stock for Viacom non-voting Class
B common stock is expected to be tax-free for federal income tax
purposes. However, you will have to pay taxes on any payments you receive
for fractional shares. We recommend that you read carefully the complete
explanation of the tax consequences of the merger on pages [ . ] through
[ . ].

Q. Who can help answer my questions?

A. If you would like additional copies of this proxy statement/prospectus,
or if you have questions about the merger, you should contact:

Infinity Broadcasting Corporation
40 West 57th Street
New York, New York 10019
Attention: Secretary
Phone Number: (212) 975-4321

[Name, address and telephone for proxy solicitor]

SUMMARY

This summary highlights selected information from this proxy
statement/prospectus, and may not contain all of the information that is
important to you. To understand the merger fully and for a complete description
of the legal terms of the merger, you should read carefully this entire proxy
statement/prospectus and the documents to which we have referred you. See
"Where You Can Find More Information and Incorporation of Documents by
Reference" on page [.]. The merger agreement is attached as Annex A to this
proxy statement/prospectus. We encourage you to read the merger agreement
carefully in its entirety as it is the legal document that governs the merger.

The Companies

Viacom Inc.
1515 Broadway
New York, NY 10036
(212) 258-6000

Viacom is a diversified entertainment company with operations in seven
segments: Cable Networks, Television, Entertainment, Video, Publishing, Online
and Infinity. The Cable Networks segment operates MTV: MUSIC TELEVISION(R),
SHOWTIME(R), NICKELODEON(R)/NICK AT NITE(R), VH1 MUSIC FIRST(R), TV LAND(R),
TNN: THE NATIONAL NETWORK(TM) (formerly, The Nashville Network) and COUNTRY
MUSIC TELEVISION(TM), among other program services. The Television segment
consists of the CBS(R) and UPN(R) television networks, Viacom's 39 broadcast
television stations, and production and distribution of television programming
through PARAMOUNT TELEVISION(R), VIACOM(R) PRODUCTIONS, SPELLING TELEVISION(R),
BIG TICKET TELEVISION(R) and CBS(R) ENTERPRISES (including KING WORLD(R)
PRODUCTIONS). The Entertainment segment produces and distributes theatrical
motion pictures through PARAMOUNT PICTURES(R), operates movie theater and music
publishing operations and, through PARAMOUNT PARKS(R), owns and operates five
theme parks and a themed attraction in the United States and Canada. The Video
segment consists of an approximately 82% equity interest in BLOCKBUSTER(R)
INC., which operates and franchises video stores worldwide, primarily under the
BLOCKBUSTER(R) brand. The remainder of Blockbuster's common stock was sold to
the public in August 1999. The Publishing segment publishes and distributes
consumer books and related multimedia products, under such imprints as SIMON &
SCHUSTER(R), POCKET BOOKS(R), SCRIBNER(R) and THE FREE PRESS(TM). The Online
segment provides online music and children's destinations featuring
entertainment, information, community tools and e-commerce, through
SonicNet.com and Internet sites currently related to MTV: MUSIC TELEVISION,
NICKELODEON/NICK AT NITE, VH1 MUSIC FIRST and COUNTRY MUSIC TELEVISION. The
Online segment also includes other Internet businesses, which consist primarily
of the operation of the Internet site CBS.com and the investment in iWon, Inc.
Viacom also has investments in other Internet based companies such as
MarketWatch.com, Inc., SportsLine.com, Inc. and Hollywood.com, Inc. The
Infinity segment currently consists of an approximately 64.2% equity interest
in Infinity Broadcasting Corporation. On November 2, 2000, Viacom entered into
an agreement with BET Holding II, Inc. to acquire The Black Entertainment
Television cable network.

Infinity Broadcasting Corporation
40 West 57th Street
New York, NY 10019
(212) 314-9200

Infinity is one of the largest radio broadcasting and outdoor advertising
companies in the United States, as well as the largest outdoor advertising
company in North America. Infinity's operations are focused on the out-of-home
media business and are aligned in two segments: Radio and Outdoor. Infinity's
187 radio stations serve 41 markets, 37 of which are in the top 50 U.S.
markets. Infinity manages and holds a minority equity investment in Westwood
One. Westwood One is a leader in producing and distributing syndicated and
network radio programming. Infinity's radio stations serve diverse target
audiences through a broad range of programming formats such as rock, oldies,
news/talk, adult contemporary, sports/talk and
4

country, and Infinity has established leading franchises in news, sports and
personality programming. Infinity believes that this diversity provides
advertisers with the convenience to select stations to reach a targeted
audience group or to select groups of stations to reach broad groups of
consumers within and across markets.

The Stockholders' Meeting

Date, Time, Location, Purpose

The special meeting of Infinity stockholders will be held on [Day], [Month,
Date], 2001 at [Time], local time, at [Location]. At the special meeting, you
will be asked to vote to adopt the merger agreement and to approve the merger
contemplated by the merger agreement.

Stockholders Entitled to Vote

Only stockholders of record of Infinity common stock at the close of
business on the record date of January 16, 2001 will be entitled to notice of
and to vote at the special meeting. As of the close of business on the record
date, there were approximately [ . ] shares of Infinity Class A common stock
outstanding and there were 700,000,000 shares of Infinity Class B common stock
outstanding.

Vote Required

Under Delaware law, the merger agreement must be adopted by holders of a
majority of the combined voting power of all outstanding shares of Infinity
Class A and Class B common stock. CBS Broadcasting, Inc., a wholly owned
subsidiary of Viacom, owns 100% of the Infinity Class B common stock,
representing approximately 90% of the combined voting power of all outstanding
Infinity shares. Viacom has agreed in the merger agreement to cause all of
these Infinity Class B common shares to be voted in favor of the merger
agreement and the merger. Therefore, the stockholder approval required under
this law is assured.

A recently decided Delaware Chancery Court decision involving corporations
unrelated to Viacom or Infinity has created uncertainty about whether Delaware
law also requires that the merger be approved by holders of 66 2/3% of all
outstanding Infinity shares, other than those owned by Viacom or subject to the
voting agreement between Viacom and Messrs. Levine and Moreno. Viacom and
Infinity, with the concurrence of the special committee of Infinity's board of
directors, have decided to seek such approval by Infinity's minority
stockholders to eliminate any uncertainty created by the decision. If the
merger is not so approved, Viacom and Infinity will consider their options and
alternatives in light of then-prevailing circumstances, but they have agreed
that the merger would not be closed in such case absent the concurrence of both
Viacom and the special committee of Infinity's board of directors.

Share Ownership of Management

At the close of business on the record date, directors and executive
officers of Infinity and their affiliates beneficially owned and were entitled
to vote approximately [ . ] shares of Infinity Class A common stock,
collectively representing approximately [ . ]% of the shares of Infinity Class
A common stock outstanding and entitled to vote at the special meeting. Each
director and executive officer of Infinity has indicated his or her present
intention to vote, or cause to be voted, the shares of Infinity Class A common
stock owned by him or her "for" the adoption of the merger agreement and the
approval of the merger.

Terms of the Merger

Infinity will merge with and into IBC Merger Corp., a wholly owned
subsidiary of Viacom, with IBC Merger Corp. continuing as the surviving entity
in the merger.

Ownership of Viacom Following the Merger

We anticipate that current holders of Infinity Class A common stock will
receive approximately 231 million shares of Viacom Class B common stock in the
merger. Based on this number, immediately following the merger, the former
Infinity stockholders (other than Viacom and its subsidiaries) are expected to
hold approximately 14.4% of all outstanding shares of Viacom non-voting Class B
common stock. The Viacom voting Class A common stock will continue to be
controlled by National Amusements which, in turn, is controlled by
Mr. Redstone.

Interests of Directors and Executive Officers of Infinity

You should be aware that a number of directors and executive officers of
Infinity may have interests in the merger that are different from, or in
addition to, yours. See page [.].

Fairness Opinions of Co-Financial Advisors to Infinity's Special Committee

In deciding to approve the merger, the special committee of Infinity's board
of directors considered the opinions of the special committee's co-financial
advisors, Deutsche Banc Alex. Brown and Bear, Stearns & Co. Inc., to the effect
that, based upon and subject to the assumptions, qualifications and limitations
set forth in those opinions, the exchange ratio of 0.592 of a share of Viacom
Class B common stock to be issued by Viacom in the merger in exchange for each
outstanding share of Infinity Class A common stock was fair, as of the date of
those opinions, from a financial point of view, to the stockholders of
Infinity, other than Viacom and its affiliates. The full text of these written
opinions is attached as Annex B and Annex C, respectively, to this proxy
statement/prospectus. We encourage you to read these opinions carefully.

The Merger

Conditions to the Merger

We will complete the merger only if various conditions are satisfied or
waived, including the following:

. the merger and the merger agreement have been approved by the requisite
vote of Infinity's stockholders;

. no governmental authority or court prohibits the merger or makes the
merger illegal;

. the registration statement of which this proxy statement/prospectus
forms a part has been declared effective by the SEC and no stop order
suspending its effectiveness is in effect;

. the shares of Viacom Class B common stock to be issued to stockholders
of Infinity in the merger have been authorized for listing by the NYSE,
subject to official notice of issuance;

. all Federal Communications Commission authorizations, consents, waivers,
orders or approvals necessary to complete the merger have been obtained;

. each of Viacom and Infinity has certified to the other that its
representations and warranties in the merger agreement are true and
correct, except as would not have a material adverse effect, and that
its obligations under the merger agreement have been complied with in
all material respects; and

. each of Viacom and Infinity has obtained an opinion from its tax counsel
that the merger will be tax-free.

Termination of the Merger Agreement

The boards of directors of Viacom and Infinity can jointly agree to
terminate the merger agreement at any time without completing the merger if
such termination is also approved by the special committee of Infinity's board
of directors. In addition, the merger agreement may be terminated:

. by either Viacom or Infinity, if the merger is not completed by April
30, 2001;

. by Viacom, if the special committee of Infinity's board of directors or
Infinity's board of directors withdraws, modifies or changes its
recommendation of the merger in a manner adverse to Viacom or resolves
to do so;

. by either Viacom or Infinity, if a governmental authority has issued a
final and nonappealable order prohibiting the merger; or

. by either Viacom or Infinity, if, in the case of Infinity, either Viacom
or IBC Merger Corp., or, in the case of Viacom, Infinity, breaches in
any material respect any of its representations or warranties in the
merger agreement, or any of Viacom, IBC Merger Corp. or Infinity
materially fails to comply with any of its obligations under the merger
agreement, in each case, such that the conditions to closing relating to
the representations and warranties or covenants would not be satisfied.

No Dissenters' Rights of Appraisal

Infinity stockholders do not have appraisal rights in connection with the
merger.

Accounting Treatment

Regulatory Approvals

The completion of the merger is conditioned on the prior approval of the
Federal Communications Commission with respect to the transfer of certain FCC
licenses. All such FCC approvals have been obtained.

Voting Agreement

Viacom has entered into a voting agreement with Infinity's two largest
stockholders other than Viacom, Arturo R. Moreno and William S. Levine,
pursuant to which each stockholder agreed to vote his shares of Infinity Class
A common stock in favor of the merger and the merger agreement. At the special
meeting, Infinity is seeking approval of the merger by holders of 66 2/3% of
its outstanding voting shares, other than those owned by Viacom or subject to
the voting agreement between Viacom and Messrs. Levine and Moreno.

Viacom Summary Historical Financial Data

The summary consolidated financial data presented below have been derived
from, and should be read together with, Viacom's audited consolidated financial
statements and the accompanying notes included in Viacom's Annual Report on
Form 10-K for the year ended December 31, 1999 and the unaudited interim
consolidated financial statements and the accompanying notes included in
Viacom's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, each of which is incorporated by reference into this proxy
statement/prospectus.

Statement of Operations Data
(in millions, except per share amounts)

Nine Months
Ended September 30, Year Ended December 31,
--------------------- --------------------------------------
2000(a) 1999 1999 1998 1997 1996 1995
----------- --------- ------- ------- ------- ------ ------
(Unaudited)

Revenues................ $ 13,900 $ 9,286 $12,859 $12,096 $10,685 $9,684 $8,700
Depreciation............ 528 367 497 442 447 331 244
Amortization of
intangibles............ 932 249 348 336 325 323 316
Operating income........ 722 881 1,247 752 685 1,197 1,247
Earnings (loss) from
continuing operations.. (394) 239 372 (44) 374 152 88
Net earnings (loss)..... (847) 201 334 (122) 794 1,248 223
Net earnings (loss)
attributable to common
stock.................. (847) 189 322 (150) 734 1,188 163
Earnings (loss) per
common share:
Basic:
Earnings (loss) from
continuing
operations........... $ (.35) $ .33 $ .52 $ (.10) $ .44 $ .13 $ .04
Net earnings (loss)... $ (.75) $ .27 $ .46 $ (.21) $ 1.04 $ 1.63 $ .22
Diluted:
Earnings (loss) from
continuing
operations........... $ (.35) $ .32 $ .51 $ (.10) $ .44 $ .13 $ .04
Net earnings (loss)... $ (.75) $ .27 $ .45 $ (.21) $ 1.04 $ 1.62 $ .22
Weighted average shares
outstanding:
Basic................. 1,134 695 695 709 706 728 725
Diluted............... 1,134 709 710 709 709 735 750

Balance Sheet Data
(in millions)

At December 31,
At September 30, ---------------------------------------
2000(a) 1999 1998 1997 1996 1995
---------------- ------- ------- ------- ------- -------
(Unaudited)

Intangibles, net........ $61,643 $11,479 $11,557 $14,700 $14,894 $16,153
Total assets............ 82,423 24,486 23,613 28,289 28,834 28,991
Long-term debt, net of
current portion........ 12,639 5,698 3,813 7,423 9,856 10,712
Stockholders' equity.... 48,195 11,132 12,050 13,384 12,587 12,094

--------
(a) Includes financial information for CBS from the date of its merger with
and into Viacom on May 4, 2000. Accordingly, operating results and
financial position are not necessarily comparable on a year-to-year basis.

CBS Summary Historical Financial Data

The merger of CBS Corporation with and into Viacom was completed on May 4,
2000. Accordingly, relevant financial information for CBS is not reflected in
the historical financial statements of Viacom for the periods set forth below.
The summary unaudited consolidated financial data presented below have been
derived from, and should be read together with, the audited consolidated
financial statements of CBS and the accompanying notes included in CBS' Annual
Report on Form 10-K for the year ended December 31, 1999 and the unaudited
interim consolidated financial statements and the accompanying notes for the
quarter ended March 31, 2000 included in Viacom's Current Report on Form 8-K/A
filed July 17, 2000, each of which is incorporated by reference into this proxy
statement/prospectus.

Statement of Operations Data
(in millions, except per share amounts)

Three Months
Ended March
31, Year Ended December 31,
--------------- ----------------------------------------
2000 1999(a) 1999(a) 1998(a) 1997(a) 1996(a) 1995(a)
------ ------- ------- ------- ------- ------- -------
(Unaudited)

Revenues................ $2,406 $1,769 $7,373 $6,805 $5,367 $4,143 $1,074
Depreciation............ 69 33 148 137 120 105 32
Amortization of
intangibles............ 228 116 521 434 325 174 25
Operating income........ 222 123 956 482 253 54 160
Net earnings (loss)..... (38) 387 780 (21) 549 95 (10)
Net earnings (loss) per
common share:
Basic................. $ (.05) $ .56 $ 1.10 $ (.03) $ .84 $ .12 $ (.25)
Diluted............... $ (.05) $ .55 $ 1.08 $ (.03) $ .84 $ .12 $ (.25)
Weighted average shares
outstanding:
Basic................. 752 693 702 696 629 401 370
Diluted............... 752 708 721 696 629 401 370

Balance Sheet Data
(in millions)

At December 31,
At March 31, ---------------------------------------
2000 1999(a) 1998(a) 1997(a) 1996(a) 1995(a)
------------ ------- ------- ------- ------- -------
(Unaudited)

Intangibles, net......... $24,548 $24,917 $15,463 $12,727 $11,320 $ 6,638
Total assets(b).......... 33,093 33,738 22,058 20,604 21,116 18,548
Long-term debt, net of
current portion(b)...... 4,072 4,158 2,888 3,676 5,566 7,383
Stockholders' equity..... 15,790 16,147 9,054 8,080 5,731 1,453

--------

(a) Includes financial information for the following acquired entities from
their respective dates of acquisition: the outdoor advertising operations
of Outdoor Systems, Inc. as of December 7, 1999; King World Productions,
Inc. on November 15, 1999; the radio operations of American Radio on June
4, 1998; The Nashville Network and the remaining interest of Country Music
Television on September 30, 1997; Infinity Media Corporation on December
31, 1996; and CBS Inc. on November 24, 1995. Accordingly, operating
results are not necessarily comparable on a year-to-year basis.

(b) Financial information for all periods presented includes amounts for both
continuing and discontinued operations.

Infinity Summary Historical Financial Data

On May 4, 2000, CBS Corporation, the former controlling stockholder of
Infinity, merged with and into Viacom. As a result, Viacom beneficially owns
100% of the outstanding shares of Infinity Class B common stock. As of January
16, 2001, the record date, the Class B common stock held by Viacom represented
approximately 64.2% of all of the outstanding shares of Infinity Class A and
Class B common stock and approximately 90.0% of the combined voting power of
the outstanding shares of Infinity Class A and Class B common stock. The
summary consolidated financial data presented below has been derived from, and
should be read together with, Infinity's audited consolidated financial
statements and the accompanying notes included in Infinity's Annual Report on
Form 10-K for the year ended December 31, 1999 and the unaudited interim
consolidated financial statements and the accompanying notes included in
Infinity's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, each of which is incorporated by reference into this proxy
statement/prospectus.

Statement of Operations Data
(in millions, except per share amounts)

Nine Months
Ended
September 30, Year Ended December 31,
-------------- --------------------------------------
2000 1999(a) 1999(a) 1998(a) 1997 1996(a) 1995(a)
------ ------- ------- ------- ------ ------- -------
(Unaudited)

Revenues................ $2,789 $1,690 $2,449 $1,893 $1,480 $554 $216
Depreciation............ 129 25 43 27 20 12 4
Amortization of
intangibles............ 382 195 282 223 177 46 14
Operating income........ 743 497 741 542 372 139 53
Net earnings............ 283 259 377 235 178 72 28
Net earnings per common
share:
Basic................. $ .26 $ .30 $ .44 $ .33 $ .25 $.10 $.04
Diluted............... $ .26 $ .30 $ .43 $ .33 $ .25 $.10 $.04
Weighted average shares
outstanding:
Basic................. 1,088 852 867 706 700 700 700
Diluted............... 1,092 852 868 706 700 700 700

Balance Sheet Data
(in millions)

At December 31,
At September 30, -----------------------------------------
2000 1999(a) 1998(a)(b) 1997 1996(a) 1995(a)
---------------- ------- ---------- ------ ------- -------
(Unaudited)

Intangibles, net........ $17,537 $15,928 $9,359 $6,433 $6,588 $1,655
Total assets............ 21,400 19,327 10,798 7,074 7,262 1,878
Long-term debt, net of
current portion........ 3,638 1,906 524 2 150 --
Stockholders' equity.... 15,682 15,591 8,858 6,397 6,419 1,660

--------
(a) Includes financial information for the following acquired entities from
their respective dates of acquisition: the outdoor advertising operations
of Outdoor Systems, Inc. as of December 7, 1999; the radio operations of
American Radio on June 4, 1998; Infinity Media Corporation on December 31,
1996; and the radio operations of CBS Inc. on November 24, 1995.
Accordingly, operating results are not necessarily comparable on a year-
to-year basis.
(b) In December 1998, Infinity completed an initial public offering of
155,250,000 shares of its Class A common stock.

Summary Unaudited Pro Forma Combined Financial Information

The following summary unaudited pro forma combined financial information is
derived from and should be read together with the information provided in the
section of this proxy statement/prospectus captioned "Unaudited Pro Forma
Combined Condensed Financial Information" and the notes thereto. The summary
unaudited pro forma combined condensed financial information is based upon the
historical financial statements of Viacom, adjusted for the Viacom/Infinity
merger, Viacom/CBS merger, and other transactions. The unaudited pro forma
combined condensed statement of operations data for the nine months ended
September 30, 2000 and the year ended December 31, 1999 is presented as if the
Viacom/Infinity merger, the Viacom/CBS merger and other transactions had
occurred on January 1, 1999. The unaudited pro forma combined balance sheet
data at September 30, 2000 is presented as if the Viacom/Infinity merger had
occurred on September 30, 2000.

The summary unaudited pro forma combined condensed financial data is for
illustrative purposes only and does not necessarily indicate the operating
results or financial position that would have been achieved had the
Viacom/Infinity merger, the Viacom/CBS merger and other transactions been
completed as of the dates indicated or of the results that may be obtained in
the future. In addition, the data does not reflect synergies that might be
achieved from combining these operations.

Unaudited Pro Forma Combined Statement of Operations Data
(in millions, except per share amounts)

Nine Months
Ended Year Ended
September 30, 2000 December 31, 1999
------------------ -----------------

Revenues................................. $17,354 $22,157
Operating income......................... 707 1,304
Earnings (loss) from continuing
operations before income taxes.......... (16) 461
Loss from continuing operations.......... (702) (435)
Net loss from continuing operations
attributable to common stock............ (702) (448)
Basic and diluted loss from continuing
operations per share.................... (.40) (.26)
Weighted average shares outstanding:
Basic.................................. 1,739 1,737
Diluted................................ 1,739 1,737

Unaudited Pro Forma Combined Balance Sheet Data
(in millions)

At September 30, 2000
---------------------

Intangibles, net.......................................... $69,385
Total assets.............................................. 90,181
Total long-term debt, net of current portion.............. 12,639
Stockholders' equity...................................... 61,605

Unaudited Comparative Per Share Data

The following tables present the Viacom and Infinity historical and pro
forma combined and Infinity pro forma equivalent per share data as of and for
the nine months ended September 30, 2000 and as of and for the twelve months
ended December 31, 1999.

Infinity
Nine Months Ended Viacom Infinity Pro Forma
or at September 30, 2000 Historical Historical Pro Forma Combined Equivalent(/3/)
------------------------ ---------- ---------- ------------------- ---------------

Earnings (loss) per
common share from
continuing
operations:(/1/)
Basic................. $ (.35) $ .26 $ (.40) $ (.24)
Diluted............... (.35) .26 (.40) (.24)
Book value per common
share:(/2/)............ $32.10 $14.38 $35.55 $21.05
Cash dividends per
common share........... -- -- -- --

Infinity
Twelve Months Ended Viacom Infinity Pro Forma
or at December 31, 1999 Historical Historical Pro Forma Combined Equivalent(/3/)
----------------------- ---------- ---------- ------------------- ---------------

Earnings (loss) per
common share from
continuing
operations:(/1/)
Basic................. $ .52 $ .44 $ (.26) $ (.15)
Diluted............... .51 .43 (.26) (.15)
Book value per common
share:(/2/)(/4/)....... $15.95 $14.53 N/A N/A
Cash dividends per
common share........... -- -- -- --

--------
(/1/)The weighted average common shares outstanding used in calculating pro
forma combined basic and diluted loss from continuing operations per
common share, as adjusted for all transactions, are calculated assuming
that the estimated number of shares of Viacom common shares to be issued
in the merger were outstanding from January 1, 1999. For both periods
presented, the weighted average common shares outstanding used in
calculating pro forma combined diluted loss from continuing operations per
common share do not include the impact of Viacom stock options, as they
are anti-dilutive.
(/2/)The book value per common share amounts for Viacom and Infinity were
calculated by dividing shareholders' equity by the number of common shares
outstanding at the end of the period. The common shares outstanding used
in calculating pro forma combined book value per share include
approximately 1.5 billion and approximately 698 million of Viacom common
shares outstanding at September 30, 2000 and December 31, 1999,
respectively, plus approximately 231 million shares representing the
estimated number of Viacom common shares to be issued in the merger.
(/3/)Infinity pro forma equivalent amounts are calculated by multiplying the
respective pro forma combined per common share amounts by the exchange
ratio of 0.592.

(/4/)N/A--Not Applicable

Comparative Market Prices and Dividends

Viacom Class A common stock and Class B common stock are listed and traded
on the NYSE under the symbols "VIA" and "VIA.B," respectively. Infinity Class A
common stock is listed and traded on the NYSE under the symbol "INF."

On February 25, 1999, the Board of Directors of Viacom declared a 2-for-1
split of its common stock, to be effected in the form of a dividend. The
additional shares were issued on March 31, 1999 to stockholders of record on
March 15, 1999. All common share and per share amounts have been adjusted to
reflect the stock split for all periods presented.

The following tables set forth, for the calendar periods indicated, the per
share range of high and low sales prices for Viacom Class A common stock,
Viacom Class B common stock and Infinity Class A common stock as reported on
the NYSE or by the American Stock Exchange, together with the dividend
declaration history of Viacom and Infinity. Only shares of Viacom Class B
common stock will be issued to stockholders of Infinity in the merger in
exchange for their shares of Infinity Class A common stock.

Viacom Class A Viacom Class B
Common Stock(/1/) Common Stock(/1/)
------------------- -------------------
High Low High Low
--------- --------- --------- ---------

1999
1st Quarter.......................... $45 1/2 $35 5/16 $45 15/16 $35 3/8
2nd Quarter(/2/)..................... 48 3/4 36 11/16 49 3/16 36 5/8
3rd Quarter.......................... 49 5/8 38 7/16 48 3/4 38 9/16
4th Quarter.......................... 60 7/16 40 5/16 60 7/16 39 13/16
2000
1st Quarter.......................... $63 5/16 $49 9/16 $63 1/4 $49 9/16
2nd Quarter.......................... 71 1/4 46 1/16 70 7/8 45 11/16
3rd Quarter.......................... 76 1/16 55 75 7/8 54 1/8
4th Quarter.......................... 59 13/16 44 9/16 59 7/8 44 5/16
2001
1st Quarter (through [Month, Date],
2001)............................... $ [.] $ [.] $ [.] $ [.]

--------
(/1/)Viacom has not declared any cash dividends on its Class A or Class B
common stock and has no present intention of doing so.
(/2/)As of April 8, 1999, Viacom Class A and Class B common stock ceased
trading on the American Stock Exchange and commenced trading on the NYSE.

Infinity Class A
Common Stock(/1/)
-------------------
High Low
--------- ---------

1999
1st Quarter............................................... $28 3/4 $23 1/2
2nd Quarter............................................... 33 1/2 24 3/16
3rd Quarter............................................... 30 3/16 24 15/16
4th Quarter............................................... 41 1/2 27 3/4
2000
1st Quarter............................................... $38 1/4 $30 1/4
2nd Quarter............................................... 37 1/8 27 1/4
3rd Quarter............................................... 39 11/16 30 3/8
4th Quarter............................................... 34 13/16 23 1/8
2001
1st Quarter (through [Month, Date], 2001.................. $ [.] $ [.]

--------
(/1/)Infinity has not declared any cash dividends on its Class A common stock
since its initial public offering.

The following table sets forth the closing sales prices per share as
reported on the New York Stock Exchange of Viacom Class A common stock, Viacom
Class B common stock and Infinity Class A common stock on August 14, 2000 (the
last trading day prior to the announcement by Viacom that it had made a
proposal to Infinity regarding the merger), October 30, 2000 (the last trading
day prior to the announcement of the execution of the merger agreement) and
[Month, Date], 2001 (the last practicable trading day prior to the printing of
this proxy statement/prospectus), and the equivalent closing price per share of
Infinity Class A common stock. The equivalent price per share of Infinity Class
A common stock is equal to the closing price per share of Viacom Class B common
stock on that date multiplied by 0.592, the number of shares of Viacom Class B
common stock to be issued in the merger in exchange for each share of Infinity
Class A common stock.

Viacom Class A Viacom Class B Infinity Class A Infinity Class A
Historical Historical Historical Equivalent
-------------- -------------- ---------------- ----------------

August 14, 2000......... $71.38 $71.00 $35.25 $42.03
October 30, 2000........ $55.50 $55.56 $30.50 $32.89
[Month, Date], 2001..... $ [.] $ [.] $ [.] $ [.]

The market prices of shares of Viacom Class A common stock, Viacom Class B
common stock and Infinity Class A common stock are subject to fluctuations. As
a result, Viacom and Infinity shareholders are urged to obtain current market
quotations.

RISK FACTORS

You should consider the following risks in deciding whether to vote in favor
of adopting the merger agreement and approving the merger. These matters should
be considered along with the other information included or incorporated by
reference in this proxy statement/prospectus. We have separated the risks into
two groups:

. risks relating to the merger; and

. risks relating to Viacom's business.

Risks Relating to the Merger

Fixed Exchange Ratio May Result in Lower Value of Merger Consideration

Upon completion of the merger, each share of Infinity Class A common stock
will be exchanged for 0.592 of a share of Viacom non-voting Class B common
stock. This exchange ratio is fixed and will not be adjusted as a result of any
increase or decrease in the price of either Viacom non-voting Class B common
stock or Infinity Class A common stock. Any change in the price of Viacom non-
voting Class B common stock will affect the value of the consideration the
Infinity stockholders receive in the merger. In addition, because the merger
will be completed only after all the conditions to the merger are satisfied or
waived, there is no way to be sure that the price of Viacom non-voting Class B
common stock or Infinity Class A common stock at the time the merger is
completed will be the same as their prices on the date of this proxy
statement/prospectus or the date of the Infinity stockholders' meeting. Changes
in the business, operations or prospects of Viacom or Infinity, regulatory
considerations, general market and economic conditions and other factors may
affect the prices of Viacom non-voting Class B common stock, Infinity Class A
common stock or both. Many of those factors are beyond our control. You are
encouraged to obtain current market quotations for both Viacom non-voting Class
B common stock and Infinity Class A common stock.

Risks Relating to Viacom's Business

Expenditures by Advertisers Tend to Be Cyclical and Dependent on the Economic
Prospects of Advertisers and the Economy in General Which Could Cause Viacom's
Revenues from Advertisements to Decline Significantly in Any Given Period
Generally or in Specific Markets

Viacom derives a substantial portion of its revenues from the sale of
advertising on its television stations, cable networks, radio stations and
outdoor displays. Expenditures by advertisers tend to be cyclical, reflecting
overall economic conditions as well as budgeting and buying patterns. A decline
in the economic prospects of advertisers or the economy in general could alter
current or prospective advertisers' spending priorities or increase the time it
takes to close a sale with Viacom's advertisers. This could cause revenues of
Viacom from advertisements to decline significantly in any given period. In
addition, because a substantial portion of Viacom's revenues will be derived
from local advertisers, Viacom's ability to generate advertising revenues in
specific markets could be adversely affected by local or regional economic
downturns.

Viacom's Corporate Governance Structure Is Unusual and May Not Be a Successful
Model for Managing Viacom

In connection with its merger with CBS in May 2000, Viacom agreed to a
variety of unusual corporate governance arrangements. The resulting governance
structure is unusual because, compared to other large U.S. corporations, the
Chief Operating Officer of Viacom has more autonomy and this autonomy cannot
easily be limited, unless a supermajority of the Viacom board of directors
disagrees with the COO. There can be no assurance that these arrangements will
prove to be a successful model for managing Viacom.

Mr. Redstone, Chairman and Chief Executive Officer of Viacom, Will Continue to
Be the Controlling Stockholder of Viacom and Will Therefore Determine the
Outcome of Most Stockholder Votes

National Amusements, which is controlled by Mr. Redstone, owns approximately
68% of the voting power of all outstanding shares of Viacom stock. The former
holders of Infinity Class A common stock, who currently hold approximately 10%
of the combined voting power of all outstanding shares of Infinity common
stock, after the merger will hold only Viacom non-voting Class B common stock.
Mr. Redstone, through his control of National Amusements, will be able to
determine the outcome of all Viacom corporate actions requiring stockholder
approval except actions that under Delaware law require a class vote of the
holders of Viacom Class B common stock.

The Split-off of Blockbuster from Viacom May Not Occur, Which May Hinder the
Operations of Viacom's Different Businesses

Viacom has announced that, subject to approval of the Viacom board of
directors, which will be based on an assessment of market conditions, it
intends to split-off Blockbuster by offering to exchange all of its shares of
Blockbuster for shares of Viacom Class B common stock. The split-off is
intended to establish Blockbuster as a stand-alone entity with objectives
separate from those of Viacom's other businesses. Viacom believes that the
split-off will resolve management, systemic, competitive and other problems
that have arisen from the operation of various different businesses under a
common parent corporation. For example, the split-off will resolve perceived
conflicts of interest between Blockbuster and Paramount. These conflicts are
perceived both by the movie studio competitors of Paramount and the video
distribution competitors of Blockbuster. In addition, Viacom believes the
split-off will allow Blockbuster to facilitate the expansion of Blockbuster's
business by issuing its stock to make acquisitions. The split-off will also
allow Blockbuster to provide incentives to its employees that are more closely
linked to its performance. However, Viacom has previously said that it does not
intend to commence the exchange offer unless the Blockbuster Class A common
stock improves to a price range significantly above its current value. Viacom
has received a private letter ruling from the Internal Revenue Service to the
effect that such a split-off, if effected in accordance with the
representations made in Viacom's request for the ruling, would be tax-free to
Viacom and its stockholders. Viacom has no obligation to effect the split-off.
Viacom cannot give any assurance as to whether or not or when the split-off
will occur, as to the terms of the split-off if it does occur, or whether or
not the split-off, if it does occur, will be tax-free.

Viacom May Incur a Significant Loss Resulting from the Split-off of Blockbuster

If the split-off of Blockbuster occurs, any difference between the fair
market value and net book value of Blockbuster at the time of the split-off
will be recognized as a gain or loss for accounting purposes. Based on the
October 31, 2000 closing price of Blockbuster common stock, a split-off would
have resulted in a pre-tax pro forma loss from discontinued operations of
approximately $3.8 billion.

Competitive Developments and Technologies May Adversely Affect Viacom's Future
Market Share of Entertainment Audiences and Customers, Which in Turn May Affect
Viacom's Advertising Revenues and Profitability

Film and Television Production. A large number of motion picture exhibitors
have recently experienced severe cash shortages, resulting in a number of
bankruptcies. The weak financial conditions of these exhibitors could have an
adverse effect on the terms of distribution and the available number of motion
picture venues for exhibitions. The television and motion picture industry has
experienced cycles of increased competition and increased costs of talent and
other production costs. In addition, television and movie producers are
indirectly affected by changes in viewership of broadcast and cable networks,
the amount of broadcast time available on local stations for syndicated
television programs and, for movies, the relative success of different forms of
distribution, such as home video, pay television and network television, each
of which have different profitability to producers. There can be no assurance
that developments in these areas will not adversely affect the profitability of
Viacom.

In seeking to limit the financial exposure of its motion pictures business,
Viacom has pursued a strategy with respect to a number of films by entering
into agreements to distribute such films produced and/or financed, in whole or
in part, with other parties. The parties to these arrangements include studio
and non-studio entities, both domestic and foreign. In some of these
arrangements, the other parties control certain distribution and other
ownership rights. If Viacom ceased to enter into such arrangements, the risk of
financial exposure to its motion pictures business would increase.

Television and Cable Television Networks. Viacom directly competes for
viewers in general, as well as for viewers in specific demographic categories,
and for programming with other cable and broadcast television networks. The
recently expanded availability of digital cable television and the introduction
of direct-to-home satellite distribution has greatly increased the amount of
channel capacity available for new networks, resulting in the launch of a
number of new cable television networks by Viacom and its competitors. In
addition, digital broadcast television, which has recently become available in
major markets, may allow a single television station to broadcast several
channels simultaneously. Increasing audience fragmentation could have an
adverse effect on advertising revenue and subscription revenues. Broadcast
television has experienced a decline in total audience viewership in recent
years.

Television and Radio Broadcast Stations. New technologies, such as digital
radio services, direct-to-home satellite, wireless and wired cable television
and Internet radio and video programming, compete for programming, audiences
and advertising revenues. Each of these technologies is different from
traditional broadcasting and there can be no assurance that these or other new
technologies will not have an adverse effect on Viacom's business in the
future.

Video. Videocassette rental competes with other forms of distribution of
movies, including theatrical distribution, cable, satellite and broadcast
television. In particular, direct broadcast satellite and digital cable
providers who are able to offer an expanded number of channels and expanded
programming could have a material adverse effect on Viacom's video rental
business if these services become more widely available and accepted by
consumers. In addition, some providers of digital cable and other consumer
broadband services have begun testing technology designed to transmit movies on
demand with interactive capabilities such as start, stop and rewind. This
"video-on-demand" technology could have a material adverse effect on the
videocassette rental market if it could be provided profitably at a reasonable
price and if video-on-demand rights were to be provided with a favorable window
by the movie studios. Movie studios make available videocassettes for rental
during a distribution "window" of time which is in advance of, and exclusive
against, distribution through most other forms of non-theatrical movie
distribution. Although the studios have a significant interest in maintaining a
viable home video rental industry, changes in the video rental exclusive window
in relation to other windows could have an adverse effect on the video rental
business. In addition, if the revenue-sharing agreements pursuant to which
video rental revenues are shared with the studios are materially adversely
changed or discontinued, it will have a material adverse effect upon the video
rental business.

Internet. While the amount of advertising on the Internet is currently
small, the Internet is a rapidly growing competitor for advertising spending
and viewership, the full impact of which cannot be predicted.

Acceptance of Viacom's Programming by the Public Is Difficult to Predict, Which
Could Lead to Fluctuations in Revenues

Revenues derived from the production and distribution of a feature film,
television series or radio show depend primarily upon the acceptance by the
public, which is difficult to predict. The commercial success of a feature
film, television series or radio show also depends upon the quality and
acceptance of other competing films, television series or radio shows released
into the marketplace at or near the same time, the availability of alternative
forms of entertainment and leisure time activities, general economic conditions
and other tangible and intangible factors, all of which can change and cannot
be predicted with certainty. Further, the theatrical success of a feature film
and the audience ratings for a television series are generally key factors in
generating

revenues from other distribution channels, such as home video, free television
and premium pay television. Viacom's ability to generate revenues from
production and distribution could be adversely affected if its feature films,
television series and radio shows are not favorably accepted by the public.

Viacom's Revenues Are Dependent upon the Maintenance of Affiliation Agreements

Much of Viacom's broadcast network programming is provided to its broadcast
affiliates pursuant to affiliation agreements which are generally long-term
agreements with staggered expirations. Viacom's revenues are dependent on the
maintenance of affiliation agreements with third-party owned television
stations, and there can be no assurance that such affiliation agreements will
be renewed in the future on terms acceptable to Viacom. The loss of a
significant number of such affiliation arrangements could reduce the
distribution of Viacom's programming, thereby adversely affecting Viacom's
ability to sell national advertising time.

In particular, UPN's affiliation agreement with Chris-Craft expires on
January 15, 2001. Chris-Craft has recently agreed to be acquired by The News
Corporation Limited, one of Viacom's competitors. Chris-Craft operates UPN's
affiliates in New York, Los Angeles, San Francisco, Baltimore, Minneapolis/St.
Paul, Orlando, Phoenix and Portland. If Chris-Craft's stations were no longer
to be affiliated with UPN, it could have a material adverse effect on UPN.

Similarly, the basic cable networks in which Viacom holds interests,
including MTV, VH1, Nickelodeon, TNN: The National Network (formerly, The
Nashville Network), Country Music Television and other cable networks, maintain
affiliation arrangements that enable them to reach a large percentage of cable
and direct broadcast satellite households across the United States. These
arrangements are generally long-term arrangements with staggered expirations.
Such cable networks depend on achieving and maintaining carriage within the
most widely distributed cable programming tiers to maximize their subscriber
base and revenues. The loss of a significant number of affiliation arrangements
on basic programming tiers could reduce the distribution of such cable
networks, thereby adversely affecting such network's revenues from subscriber
fees and the ability to sell advertising time. Viacom's non-advertiser
supported pay television networks, such as Showtime, are similarly dependent
for their distribution on the maintenance of affiliation agreements with cable
and direct broadcast satellite distributors on acceptable terms. The loss of
carriage on cable systems or direct broadcast satellite platforms, or continued
carriage on less favorable terms, could adversely affect such networks'
subscriber fee revenues.

Changes in or Viacom's Noncompliance with Federal Communications Laws and
Regulations May Have an Adverse Effect on Viacom's Business

The television and radio broadcasting industries are subject to regulation
by the FCC under the Communications Act of 1934. The FCC generally regulates,
among other things, the ownership of media, including ownership by non-U.S.
citizens, broadcast programming and technical operations. Further, the U.S.
Congress and the FCC currently have under consideration, and may in the future
adopt, new laws, regulations and policies regarding a wide variety of matters,
including technological changes, which could, directly or indirectly, affect
the operations and ownership of Viacom's broadcast properties.

Viacom presently holds television stations that reach approximately 41% of
United States television households (as calculated for this purpose under rules
and regulations of the FCC, which apply a 50% discount to the reach of UHF
stations). These stations reach approximately 6% in excess of the 35% limit
permitted by FCC regulations. In connection with FCC approval of the Viacom/CBS
merger, Viacom was given one year to come into compliance with the limit.
Viacom was also provided with one year to come into compliance with the FCC's
so-called "dual network" rule, which prohibits Viacom from owning and
controlling both CBS and UPN (the United Paramount Network). On June 20, 2000,
the FCC released a Notice of Proposed Rule Making, in which it proposed to
modify the dual network rule, the effect of which would be to permit Viacom to
own both CBS and UPN. Subsequent to September 30, 2000, Viacom entered into
agreements relating to the sale of several radio stations, which, if
consummated, will result in compliance with FCC requirements relating

to the common ownership of radio and television stations in the same market.
Viacom also intends to comply with the 35% limit and the dual network rules.
However, Viacom's failure to comply with any of these requirements in a timely
manner could adversely affect Viacom's broadcasting business.

Viacom Has Environmental, Asbestos and Other Contingent Liabilities That Could
Have a Significant Impact on Viacom

Viacom has contingent liabilities related to discontinued operations of its
predecessors, including environmental liabilities. In some instances, Viacom
has indemnified others against those liabilities, and in other instances,
Viacom has received indemnities from third parties against those liabilities.

Under federal and state Superfund and other environmental laws, Viacom has
been named as a potentially responsible party at numerous sites located
throughout the country. At many of these sites, Viacom is either not a
responsible party or its site involvement is very limited or de minimis.
However, Viacom has varying degrees of clean-up responsibilities at a number of
sites. Viacom believes that any liability incurred for cleanup at these sites
will be satisfied over a number of years, and, in many cases, the costs will be
shared with other potentially responsible parties. These sites include
locations for which Viacom, as part of an agreement for sale, may have retained
obligations for remediation of possible environmental contamination or may have
continuing obligations under applicable environmental laws.

In addition, Viacom is a party to various lawsuits and has received claims
relating to its continuing and discontinued operations. Some of these lawsuits
and claims, including those related to asbestos liabilities, seek substantial
monetary damages.

Viacom will have access to insurance in substantial amounts and management
believes it has sufficient reserves. Accordingly, while there can be no
assurance in this regard, the pending or potential litigation, environmental
and other liabilities should not have a material adverse effect on the results
of operations, financial position or liquidity of Viacom.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference
into this proxy statement/prospectus contain both historical and forward-
looking statements. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are not based on
historical facts, but rather reflect Viacom's and Infinity's current
expectations concerning future results and events. These forward-looking
statements generally can be identified by use of statements that include
phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee,"
"likely," "will" or other similar words or phrases. Similarly, statements that
describe our objectives, plans or goals are or may be forward-looking
statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Viacom or Infinity to be different from any future results,
performance and achievements expressed or implied by these statements. You
should review carefully all information, including the financial statements and
the notes to the financial statements, included or incorporated by reference
into this proxy statement/prospectus.

In addition to the risk factors described in the previous section, the
following important factors could affect future results, causing these results
to differ materially from those expressed in our forward-looking statements:

. the timing, impact and other uncertainties related to pending and future
acquisitions and dispositions by Viacom;

. the ability of Viacom and Infinity to renew existing programming,
licensing and distribution agreements and to enter into new agreements;

. the impact of new technologies, including the magnitude of equity losses
and other uncertainties related to Viacom's Internet-based investments;

. changes in tax requirements, including tax rate changes, new tax laws
and revised tax law interpretations; and

. interest rate fluctuations and other capital market conditions.

These factors and the risk factors described in the previous section are not
necessarily all of the important factors that could cause actual results to
differ materially from those expressed in any of our forward-looking
statements. Other unknown or unpredictable factors also could have material
adverse effects on our future results. The forward-looking statements included
in this proxy statement/prospectus are made only as of the date of this proxy
statement/prospectus, and under section 27A of the Securities Act and section
21E of the Exchange Act we do not have any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances. We
cannot assure you that projected results or events will be achieved.

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

General

The following unaudited pro forma combined condensed financial statements
give effect to the purchase of the minority interest of Infinity Broadcasting
Corporation by Viacom. The Infinity merger will be accounted for at historical
cost, with the exception of the minority interest which will be accounted for
under the purchase method of accounting. Accordingly, the cost to acquire the
Infinity minority interest in excess of its carrying value will be allocated on
a pro-rata basis to the assets acquired and liabilities assumed based on their
fair values, with any excess being allocated to goodwill and amortized over its
estimated useful life. The total purchase price of approximately $13.4 billion
represents the issuance of approximately 231 million shares of Viacom non-
voting Class B Common Stock, the estimated fair value of Viacom stock options
issued in exchange for Infinity stock options and estimated transactions costs.

The pro forma balance sheet as of September 30, 2000 is presented as if the
Infinity merger had occurred on September 30, 2000. The pro forma statements of
operations for the nine months ended September 30, 2000 and for the year ended
December 31, 1999 are presented as if the Viacom/CBS merger and other Viacom
and CBS transactions described in the notes to the unaudited pro forma combined
condensed financial statements had occurred no later than the beginning of each
period presented. In the opinion of management, all adjustments and/or
disclosures necessary for a fair presentation of the pro forma data have been
made. These unaudited pro forma combined condensed financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the operating results or the financial position that would have been achieved
had the Infinity merger or the other Viacom and CBS transactions been
consummated as of the dates indicated or of the results that may be obtained in
the future.

These unaudited pro forma combined condensed financial statements and notes
thereto should be read in conjunction with:

. Viacom's consolidated financial statements and the notes thereto as of
and for the year ended December 31, 1999 and Management's Discussion and
Analysis included in Viacom's Annual Report on Form 10-K for the year
ended December 31, 1999, which is incorporated by reference in this
proxy statement/prospectus;

. Infinity's consolidated financial statements and the notes thereto as of
and for the year ended December 31, 1999 and Management's Discussion and
Analysis included in Infinity's Annual Report on Form 10-K for the year
ended December 31, 1999, which is incorporated by reference in this
proxy statement/prospectus;

. CBS' consolidated financial statements and the notes thereto as of and
for the year ended December 31, 1999 and Management's Discussion and
Analysis included in CBS' Annual Report on Form 10-K for the year ended
December 31, 1999, which is incorporated by reference in this proxy
statement/ prospectus;

. Viacom's unaudited consolidated financial statements and the notes
thereto as of and for the nine-month period ended September 30, 2000
included in Viacom's Quarterly Report on Form 10-Q, which is
incorporated by reference in this proxy statement/prospectus;

. Infinity's unaudited consolidated financial statements and the notes
thereto as of and for the nine-month period ended September 30, 2000
included in Infinity's Quarterly Report on Form 10-Q, which is
incorporated by reference in this proxy statement/prospectus; and

. Viacom's pro forma financial statements as of and for the three-month
period ended March 31, 2000 and for the year ended December 31, 1999
included in Viacom's Current Report on Form 8-K/A filed with the
Securities and Exchange Commission on July 17, 2000, which is
incorporated by reference in this proxy statement/prospectus.

VIACOM INC.

UNAUDITED PRO FORMA
COMBINED CONDENSED BALANCE SHEET
At September 30, 2000

(in millions)

Viacom Infinity Pro Forma
Historical Merger (1) Combined
---------- ---------- ---------

ASSETS:
Cash and cash equivalents..................... $ 993 $ -- $ 993
Receivables, net.............................. 3,502 -- 3,502
Other current assets.......................... 3,025 15 3,040
------- ------- -------
Total current assets.......................... 7,520 15 7,535
Property and equipment, net................... 6,537 -- 6,537
Intangibles, net.............................. 61,643 7,742 69,385
Other noncurrent assets....................... 6,723 1 6,724
------- ------- -------
Total Assets.................................. $82,423 $ 7,758 $90,181
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable, accrued expenses and other.. $ 6,821 $ 30 $ 6,851
Current portion of long-term debt............. 238 -- 238
------- ------- -------
Total current liabilities..................... 7,059 30 7,089
Long-term debt................................ 12,639 -- 12,639
Other noncurrent liabilities.................. 7,521 -- 7,521
------- ------- -------
Total Liabilities............................. 27,219 30 27,249
------- ------- -------
Minority interest in equity of consolidated
subsidiaries................................. 7,009 (5,682) 1,327
Stockholders' Equity:
Common stock.................................. 16 2 18
Additional paid-in capital.................... 49,975 13,165 63,383
227
16
Retained earnings............................. 1,401 -- 1,401
Accumulated other comprehensive loss.......... (126) -- (126)
Less treasury stock, at cost.................. (3,071) -- (3,071)
------- ------- -------
Total stockholders' equity.................... 48,195 13,410 61,605
------- ------- -------
Total Liabilities and Stockholders' Equity.... $82,423 $ 7,758 $90,181
======= ======= =======

See accompanying notes to unaudited pro forma combined condensed financial
statements.

VIACOM INC.

UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2000

(in millions, except per share amounts)

Viacom/CBS
Viacom Merger & Infinity Pro Forma
Historical Acquisitions (2) Subtotal Merger (1) Combined
---------- ---------------- -------- ---------- ---------

Revenues................ $ 13,900 $ 3,454 $ 17,354 $ -- $ 17,354
Operating and selling,
general and
administrative
expenses............... (11,019) (2,683) (13,702) (11) (13,713)
Merger-related charges.. (698) -- (698) -- (698)
Depreciation and
amortization........... (1,461) (630) (2,091) (145) (2,236)
-------- ------- -------- ----- --------
Operating income
(loss)................. 722 141 863 (156) 707
Other income and
expense, net........... (15) (2) (17) -- (17)
Interest expense, net... (524) (182) (706) -- (706)
-------- ------- -------- ----- --------
Earnings (loss) from
continuing operations
before income taxes.... 183 (43) 140 (156) (16)
Provision for income
taxes.................. (470) (114) (584) 4 (580)
Equity in loss of
affiliated companies,
net of tax............. (71) (80) (151) -- (151)
Minority interest, net
of tax................. (36) (12) (48) 93 45
-------- ------- -------- ----- --------
Loss from continuing
operations............. $ (394) $ (249) $ (643) $ (59) $ (702)
======== ======= ======== ===== ========
Loss from continuing
operations per common
share:
Basic................. $ (.35) $ (.43) $ (.40)
Diluted............... $ (.35) $ (.43) $ (.40)
Weighted average shares
outstanding:
Basic................. 1,134 1,508 231 (/1/) 1,739
Diluted............... 1,134 1,508 231 (/1/) 1,739

See accompanying notes to unaudited pro forma combined condensed financial
statements.

VIACOM INC.

UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1999

(in millions, except per share amounts)

Viacom/CBS
Viacom Merger & Infinity Pro Forma
Historical Acquisitions(2) Subtotal Merger(1) Combined
---------- --------------- -------- --------- ---------

Revenues................ $ 12,859 $ 9,298 $ 22,157 $ -- $ 22,157
Operating and selling,
general and
administrative
expenses............... (10,697) (7,096) (17,793) (15) (17,808)
Restructuring charge.... (70) -- (70) -- (70)
Residual costs of
discontinued
businesses............. -- (85) (85) -- (85)
Depreciation and
amortization........... (845) (1,851) (2,696) (194) (2,890)
-------- ------- -------- ----- --------
Operating income
(loss)................. 1,247 266 1,513 (209) 1,304
Other income and
expense, net........... 18 (14) 4 -- 4
Interest expense, net... (421) (426) (847) -- (847)
-------- ------- -------- ----- --------
Earnings (loss) from
continuing operations
before income taxes.... 844 (174) 670 (209) 461
Provision for income
taxes.................. (411) (396) (807) 6 (801)
Equity in loss of
affiliated companies
net of tax............. (61) (10) (71) -- (71)
Minority interest, net
of tax................. -- (76) (76) 52 (24)
-------- ------- -------- ----- --------
Earnings (loss) from
continuing operations.. 372 (656) (284) (151) (435)
Cumulative convertible
preferred stock
dividend requirement
and premium on
repurchase of preferred
stock.................. (13) -- (13) -- (13)
-------- ------- -------- ----- --------
Earnings (loss) from
continuing operations
attributable to common
stock.................. $ 359 $ (656) $ (297) $(151) $ (448)
======== ======= ======== ===== ========
Earnings (loss) from
continuing operations
per common share:
Basic................. $ .52 $ (.20) $ (.26)
Diluted............... $ .51 $ (.20) $ (.26)
Weighted average shares
outstanding:
Basic................. 695 1,506 231 (/1/) 1,737
Diluted............... 710 1,506 231 (/1/) 1,737

See accompanying notes to unaudited pro forma combined condensed financial
statements.

VIACOM INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS

(tables in millions, except per share amounts)

(1) Acquisition of Infinity's Class A Common Stock

On October 30, 2000, Viacom and Infinity entered into a merger agreement
under which Viacom agreed to acquire all of the issued and outstanding shares
of Infinity common stock that it does not currently own, approximately 391
million shares of Infinity Class A common stock or 36% of Infinity's currently
outstanding total equity. Pursuant to the merger agreement, Viacom will
exchange 0.592 of a share of Viacom non-voting Class B common stock for each
share of Infinity Class A common stock. For the purpose of the unaudited pro
forma combined condensed financial statements, the $56.913 per share value of
Viacom non-voting Class B common stock issued was calculated based on the
average market price per share of the Viacom non-voting Class B common stock
from October 27, 2000 through November 2, 2000.

The total purchase price and preliminary allocation are summarized below:

Total Infinity common shares outstanding not currently owned by Viacom
(as of October 30, 2000)............................................. 391
Exchange ratio........................................................ 0.592
-------
Viacom non-voting Class B common stock to be issued................... 231
=======
Purchase Price:
Value of Viacom non-voting Class B common stock issued (231 shares at
$56.913 per share):
Common stock, $.01 par value........................................ $ 2
Additional paid-in capital.......................................... 13,165
Estimated fair value of Infinity stock options........................ 227
Estimated transaction costs........................................... 30
-------
Total purchase price.................................................. $13,424
=======

Preliminary purchase price allocation:
Total purchase price................................................. $13,424
Infinity minority interest........................................... (5,682)
-------
Excess purchase price over tangible net assets acquired.............. $ 7,742
=======

For the purpose of these unaudited pro forma combined condensed financial
statements, amortization of the excess purchase price over tangible net assets
acquired of approximately $7.7 billion, is computed on a straight-line basis
using a useful life of 40 years. Accordingly, the adjustment to amortization
expense for the nine months ended September 30, 2000 and for the twelve months
ended December 31, 1999 is $145 million and $194 million, respectively.

The adjustments to other current assets of $15 million and other noncurrent
assets of $1 million on the pro forma balance sheet reflect the recognition of
the unearned compensation attributable to Viacom stock options granted in
exchange for unvested Infinity stock options. Accordingly, amortization of
unearned compensation of $11 million and $15 million is recorded on the pro
forma statement of operations for the nine months ended September 30, 2000 and
the twelve months ended December 31, 1999, respectively. The adjustment to
eliminate minority interest in earnings for the nine months ended September 30,
2000 and twelve months ended December 31, 1999 of $93 million and $52 million,
respectively, reflects the assumption that the Viacom/Infinity merger occurred
at the beginning of each period presented. The adjustments to the provision for
income taxes, excluding non-deductible goodwill amortization, is calculated at
a 40 percent marginal tax rate, for both periods presented.

VIACOM INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share amounts)

(2) Viacom/CBS Merger and Acquisitions

The following tables present the operating results of (a) CBS (prior to the
merger with Viacom on May 4, 2000), (b) other acquisitions as discussed below;
and (c) pro forma adjustments as if all transactions had occurred no later than
the beginning of each period presented:

Viacom/CBS
Nine Months ended Other Merger &
September 30, 2000 CBS(a) Acquisitions(b) Adjustments(c) Acquisitions
------------------ ----------- --------------- -------------- ------------

Revenues................ $ 3,258 $ 196 $ -- $ 3,454
Operating and selling,
general and
administrative
expenses............... (2,512) (193) 22 (2,683)
Depreciation and
amortization........... (399) (12) (219) (630)
------- ----- ----- -------
Operating income
(loss)................. 347 (9) (197) 141
Other income and
expense, net........... (2) -- -- (2)
Interest expense, net... (103) (6) (73) (182)
------- ----- ----- -------
Earnings (loss) from
continuing operations
before income taxes.... 242 (15) (270) (43)
Benefit (provision) for
income taxes........... (161) 18 29 (114)
Equity in earnings
(loss) of affiliated
companies, net of tax.. (97) 17 -- (80)
Minority interest, net
of tax................. (22) -- 10 (12)
------- ----- ----- -------
Earnings (loss) from
continuing operations.. $ (38) $ 20 $(231) (249)
======= ===== ===== =======

CBS Viacom/CBS
Year Ended December 31, Pro Forma Other Merger &
1999 Combined(a) Acquisitions(b) Adjustments(c) Acquisitions
----------------------- ----------- --------------- -------------- ------------

Revenues................ $ 8,810 $ 488 $ -- $ 9,298
Operating and selling,
general and
administrative
expenses............... (6,428) (602) (66) (7,096)
Residual costs of
discontinued
businesses............. (175) -- 90 (85)
Depreciation and
amortization........... (1,178) (31) (642) (1,851)
------- ----- ----- -------
Operating income
(loss)................. 1,029 (145) (618) 266
Other income and
expense, net........... (15) 1 -- (14)
Interest expense, net... (286) (9) (131) (426)
------- ----- ----- -------
Earnings (loss) from
continuing operations
before income taxes.... 728 (153) (749) (174)
Benefit (provision) for
income taxes........... (528) 75 57 (396)
Equity in earnings
(loss) of affiliated
companies, net of tax.. (73) 63 -- (10)
Minority interest....... (99) 5 18 (76)
------- ----- ----- -------
Earnings (loss) from
continuing operations.. $ 28 $ (10) $(674) (656)
======= ===== ===== =======

--------
(a) On May 4, 2000, CBS merged with and into Viacom. The Viacom/CBS Merger was
accounted for under the purchase method of accounting. CBS' results of
operations are included in Viacom's reported consolidated results of
operations from the effective date of the Viacom/CBS merger.

VIACOM INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share amounts)

CBS' operating results from January 1, 2000 to May 3, 2000 are based on its
historical operations during that period. CBS' pro forma combined operating
results for the year ended December 31, 1999 are derived from its
historical operations adjusted for the following acquisitions:
. On December 7, 1999, Infinity Broadcasting acquired Outdoor Systems,
Inc.
. On November 15, 1999, CBS acquired King World Productions, Inc.
. On October 12, 1999, CBS acquired KTVT, a CBS affiliate television
station in Dallas-Forth Worth, Texas.
. On August 31, 1999, CBS acquired KEYE, a CBS affiliate television
station in Austin, Texas.

(b) Other Acquisitions, for the nine months ended September 30, 2000 and the
year ended December 31, 1999, reflect the following events as if they
occurred at the beginning of each period presented:
. During June 2000, Infinity acquired two international outdoor
advertising businesses for approximately $490 million.
. During July 2000, Infinity acquired Waterman Broadcasting
Corporation of Texas in exchange for approximately 2.7 million
shares of Infinity Class A common stock valued at approximately $88
million.
. During August 2000, Infinity acquired 18 radio stations from Clear
Channel Communications, Inc. for $1.4 billion.
. During March 2000, Viacom acquired the remaining 50% interest in UPN
for $5 million.
. During August 1999, Blockbuster Inc., a subsidiary of Viacom,
completed the initial public offering of 31 million shares of its
Class A common stock at $15 per share.

(c) Pro forma adjustments for the Viacom/CBS merger and other acquisitions as
described in Note (b), for the nine months ended September 30, 2000 and
the year ended December 31, 1999, reflect the following:
. The elimination of CBS residual costs of discontinued businesses
resulting from the accrual of such obligations in conjunction with
the Viacom/CBS merger.
. Incremental amortization expense of excess purchase price over net
assets acquired.
. Adjustment to interest expense, net, related to the incremental
interest income not earned as a result of the use of cash for the
settlement of CBS options and severance payments.
. Income tax expense on the pro forma adjustments, excluding non-
deductible goodwill amortization, at a 40 percent marginal rate.

In June 2000, Viacom elected early adoption of Statement of Position 00-2,
"Accounting by Producers and Distributors of Films." SOP 00-2 established
new film accounting standards, including changes in revenue recognition and
accounting for advertising, development and overhead costs. The unaudited
pro forma combined condensed statements of operations for the nine months
ended September 30, 2000 and for the year ended December 31, 1999 are
presented as if the adoption had occurred at the beginning of each period
presented.

VIACOM INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS (continued)

(tables in millions, except per share amounts)

(3) Pro Forma EBITDA

The following table sets forth pro forma EBITDA for the nine months ended
September 30, 2000 and the year ended December 31, 1999. EBITDA is defined as
operating income (loss) before depreciation and amortization. While many in the
financial community consider EBITDA to be an important measure of comparative
operating performance, it should be considered in addition to, not as a
substitute for or superior to, operating income, net earnings, cash flow and
other measures of financial performance prepared in accordance with generally
accepted accounting principles.

For the nine For the
months ended year ended
September 30, December 31,
2000 1999
------------- ------------

Pro Forma EBITDA.................................. $2,943 $4,194
====== ======

(4) Items not included in the Unaudited Pro Forma Combined Condensed Financial
Statements

The preceding unaudited pro forma combined condensed financial statements do
not include any pro forma adjustments for the following:

. Certain acquisitions and dispositions made by Viacom or CBS that were
not considered material for the periods presented.
. Acquisition by Viacom of Black Entertainment Television cable network.
Viacom and BET Holding II, Inc. executed a definitive agreement as of
November 2, 2000. The acquisition is expected to close during the first
quarter of 2001.
. Viacom had previously announced that, subject to the approval of its
board of directors, which will be based on an assessment of market
conditions, it intends to split off Blockbuster by offering to exchange
all of its shares of Blockbuster for shares of Viacom's non-voting Class
B common stock. However, Viacom has said that it does not intend to
commence the offer unless the Blockbuster Class A common stock improves
to a price range significantly above its current value. The aggregate
market value of the shares of Blockbuster common stock based on the
October 31, 2000 closing price of $8.875 per share of Blockbuster common
stock was approximately $1.6 billion. The net book value of Viacom's
investment in Blockbuster at September 30, 2000, after giving effect to
the initial public offering, was approximately $5.0 billion. Based on
the October 31, 2000 closing stock price of Blockbuster, a split-off
would have resulted in a pre-tax pro forma loss on discontinued
operations of approximately $3.8 billion. Viacom cannot give any
assurance as to whether or not or when the split-off will occur or as to
the terms of the split-off if it does occur, or whether or not the
split-off, if it does occur, will be tax free.

(5) Reclassifications

Reclassifications have been made to the historical financial statements to
conform to the unaudited pro forma combined condensed financial statement
presentation.

THE INFINITY SPECIAL MEETING

Date, Time and Place

The Infinity special meeting will be held on [Day], [Month, Date], 2001 at
[Time], local time, at [Location].

Purpose of the Infinity Special Meeting

At the Infinity special meeting, stockholders will be asked to consider and
vote upon a proposal to adopt the merger agreement and to approve the merger,
and such other matters as may properly come before the Infinity special
meeting, including any adjournment or postponement thereof. It is currently
contemplated that no other matters will be considered at the special meeting.

Recommendation of the Infinity Board of Directors

The Infinity board of directors, after receiving the unanimous
recommendation of the special committee of the Infinity board of directors, by
a unanimous vote of those directors who were present and did not abstain,
recommends that stockholders vote "for" the adoption of the merger agreement
and the approval of the merger.

Record Date and Outstanding Shares

Holders of Infinity common stock at the close of business on January 16,
2001, the record date for the Infinity special meeting, are entitled to receive
notice of, and have the right to vote at, the Infinity special meeting. On the
record date, approximately [.] shares of Infinity Class A common stock were
issued and outstanding and 700 million shares of Infinity Class B common stock
were issued and outstanding.

Vote and Quorum Required

Holders of record of Infinity Class A common stock on the record date are
each entitled to one vote per share, and the holder of record of Infinity Class
B common stock on the record date is entitled to five votes per share, in each
case, on the adoption of the merger agreement and the approval of the merger.
Votes may be cast either in person or by properly executed proxy.

A quorum of stockholders is necessary to have a valid meeting of
stockholders. Holders of a majority of the combined voting power of the
outstanding shares of capital stock of Infinity entitled to vote must be
present in person or by proxy at the Infinity special meeting in order for a
quorum to be established.

Under Section 251 of the Delaware corporation law, the merger agreement must
be adopted by holders of a majority of the combined voting power of all
outstanding shares of Infinity Class A and Class B common stock. CBS
Broadcasting, Inc., a wholly owned subsidiary of Viacom, owns 100% of the
Infinity Class B common stock, representing approximately 90% of the combined
voting power of all outstanding Infinity shares. Viacom has agreed in the
merger agreement to cause all of these Infinity Class B common shares to be
voted in favor of the merger agreement and the merger. Therefore, the approval
required by Section 251 is assured.

A recently decided Delaware Chancery Court decision involving corporations
unrelated to Viacom or Infinity, In re: Digex Inc. Shareholders Litigation, has
created uncertainty about whether Section 203 of the Delaware corporation law
also requires that the merger be approved by holders of 66 2/3% of all
outstanding Infinity shares, other than those owned by Viacom or subject to the
voting agreement between Viacom and Messrs. Levine and Moreno. Viacom and
Infinity have decided to seek such approval by Infinity's minority stockholders
to eliminate any uncertainty created by the Digex decision. If the merger is
not approved by the requisite affirmative vote of Infinity's stockholders
pursuant to Section 203, Viacom and Infinity will consider their options and
alternatives in light of then-prevailing circumstances, but they have agreed
that the merger would not be closed in such case absent the concurrence of both
Viacom and the special committee of Infinity's board of directors. In the event
the merger is closed in such case, Viacom does not intend to change the form or
amount of consideration being offered in the merger.

The failure to vote, abstentions and broker "non-votes" will have the same
effect as a vote against the merger proposal at the Infinity special meeting.

Share Ownership of Management

At the close of business on the record date, directors and executive
officers of Infinity and their affiliates beneficially owned and were entitled
to vote approximately [.] shares of Infinity Class A common stock, collectively
representing approximately [.]% of the shares of Infinity Class A common stock
outstanding and entitled to vote at the special meeting. Each director and
executive officer of Infinity has indicated his or her present intention to
vote, or cause to be voted, the shares of Infinity Class A common stock owned
by him or her "for" the adoption of the merger agreement and the approval of
the merger.

Proxies

The proxy accompanying this proxy statement/prospectus is solicited on
behalf of the Infinity board of directors for use at the Infinity special
meeting. Please complete, date and sign the accompanying proxy and promptly
return it in the enclosed envelope or otherwise mail it to Infinity. All
properly completed and signed proxies that Infinity receives prior to the vote
at the Infinity special meeting and that are not revoked will be voted at the
special meeting according to the instructions indicated on the proxies or, if
no direction is indicated, "for" the adoption of the merger agreement and the
approval of the merger.

You may revoke your proxy at any time before it is exercised at the special
meeting by taking any of the following actions:

. sign and deliver, so that it is received prior to the vote at the
special meeting, a proxy relating to the same shares and bearing a later
date than the first proxy,

. attend the special meeting and vote in person (simply attending the
special meeting, however, will not revoke your proxy), or

. deliver to the secretary of Infinity, so that it is received prior to
the vote at the special meeting, by any means, including facsimile, a
written notice, bearing a later date than the proxy, stating that the
proxy is revoked.

Please note that if your shares are held of record by a broker, bank or other
nominee and you have instructed such person to vote your shares, you must
follow instructions from such broker, bank or other nominee to change your
vote.

Infinity's board of directors is not aware of any other business to be acted
upon at the Infinity special meeting. If, however, other matters are properly
brought before the special meeting, or any adjourned meeting, the persons named
in the enclosed proxy card and acting thereunder will have discretion to vote
on those matters in accordance with their best judgment.

Expenses of Proxy Solicitation

Infinity will pay the expenses of soliciting proxies from its stockholders
to be voted at the special meeting. The cost of preparing and mailing this
proxy statement/prospectus to Infinity stockholders will be paid one-half by
Infinity and one-half by Viacom. Following the original mailing of the proxies
and other soliciting materials, Infinity and its agents also may solicit
proxies by mail, telephone, facsimile or in person. In addition, proxies may be
solicited from Infinity stockholders by directors, officers and employees of
Infinity in person or by telephone, telegram or other means of communication.
These officers, directors and employees will not be additionally compensated,
but may be reimbursed for reasonable out-of-pocket expenses in connection with
the solicitation. Following the original mailing of the proxies and other
soliciting materials, Infinity may request brokers, custodians and nominees and
other record holders of Infinity Class A common stock to forward copies of the
proxy and other soliciting materials to persons for whom they hold shares of
Infinity Class A common stock and to request authority for the exercise of
proxies. In these cases, Infinity, upon the request of the record holders, will
reimburse these holders for their reasonable expenses. Infinity has retained
[Name of Proxy Solicitor], a proxy solicitation firm, for assistance in
connection with the solicitation of proxies for the Infinity special meeting at
a cost of approximately $[.] plus reimbursement of out-of-pocket expenses.

THE MERGER

The discussion in this proxy statement/prospectus of the merger and the
principal terms of the merger agreement is subject to, and qualified in its
entirety by reference to, the merger agreement, a copy of which is attached to
this proxy statement/prospectus as Annex A and is incorporated herein by
reference.

Background to the Merger

On May 4, 2000, CBS Corporation merged with and into Viacom. As a result of
the merger, Viacom acquired 100% of the Infinity Class B common stock, which
represents approximately 64.2% of the total outstanding shares of the Infinity
Class A and Class B common stock and approximately 90.0% of the combined voting
power of the Infinity Class A and Class B common stock. Viacom does not
currently hold any of the Infinity Class A common stock.

Following an internal review of Viacom's strategy with respect to its
ownership of Infinity, after the close of business on August 14, 2000, Mr.
Redstone delivered a letter to the Infinity board of directors in which he
proposed that Viacom acquire in a merger transaction all of the issued and
outstanding shares of Infinity Class A common stock for 0.564 of a share of
Viacom Class B common stock per share of Infinity Class A common stock. In his
letter, Mr. Redstone stated that consummation of the merger would be subject to
approval by the independent directors of Infinity, and stated Viacom's
assumption that the two independent directors of Infinity would constitute a
special committee of the Infinity board to consider the Viacom proposal. The
letter also stated that Viacom was interested only in acquiring the publicly
held shares of Infinity Class A common stock and was not interested in selling
its interest in Infinity. A proposed draft of a merger agreement was enclosed
with the letter.

In response to the Viacom proposal, the Infinity board of directors met on
August 15, 2000 and formed a special committee of independent directors
comprised of Messrs. Bruce S. Gordon and Jeffrey Sherman. The Infinity board
authorized the special committee to review, evaluate and negotiate the terms of
the Viacom proposal on behalf of Infinity with a view toward making a
recommendation to the Infinity board with respect to the Viacom proposal. In
addition, the Infinity board authorized the special committee, among other
things, to retain legal counsel and financial advisors.

Also on August 15th, Viacom issued a press release to announce its proposal,
and Infinity issued a press release to announce that its board of directors had
formed the special committee.

After interviews with several law firms, on August 21, 2000, the special
committee retained Skadden, Arps, Slate, Meagher & Flom LLP as special counsel
to represent the special committee and met with representatives of Skadden
Arps, who briefed the special committee on the process and the scope of the
special committee's duties and addressed the fiduciary duties of the members of
the special committee under applicable state law. At that meeting, the special
committee also discussed retaining independent financial advisors and
determined to interview investment banking firms in order to select one or more
financial advisors to the special committee.

From August 23, 2000 through August 25, 2000, the special committee and
representatives of Skadden Arps met with a number of investment banking firms
to discuss their credentials and suitability to act as financial advisor to the
special committee. Following those meetings, on August 27, 2000, the special
committee determined to retain Bear, Stearns & Co. Inc. and Deutsche Banc Alex.
Brown as co-financial advisors to the special committee based on their
respective reputations, expertise in the industry and advisory experience in
similar transactions. On September 1, 2000, the special committee finalized
engagement letters with each of Bear Stearns and Deutsche Banc Alex. Brown.

Throughout the month of September, including at meetings and in
teleconferences on September 8th, 12th, 13th, 15th and 22nd, representatives of
the co-financial advisors to the special committee and representatives of
Goldman, Sachs & Co., financial advisors to Viacom, conducted due diligence
investigations of each of Viacom

and Infinity. Representatives of Skadden Arps and Shearman & Sterling, legal
counsel to Viacom, also participated in several of these meetings and
teleconferences.

On September 14, 2000, the special committee met with representatives of
Bear Stearns, Deutsche Banc Alex. Brown and Skadden Arps. At the September 14th
meeting, the special committee's legal and co-financial advisors informed the
special committee of the progress of their due diligence investigations of
Infinity and Viacom and presented the special committee with their preliminary
views regarding the Viacom proposal. Representatives of Skadden Arps also
discussed with the special committee their fiduciary duties under applicable
law.

On September 22, 2000, the special committee again met with representatives
of Bear Stearns, Deutsche Banc Alex. Brown and Skadden Arps. At the September
22nd meeting, the special committee's legal and co-financial advisors discussed
with the special committee their views regarding the relevant factors to be
considered by the special committee in evaluating the Viacom proposal.
Representatives of Bear Stearns and Deutsche Banc Alex. Brown then advised the
special committee of the continued progress of their due diligence
investigations of Infinity and Viacom.

On September 26, 2000, the special committee and its legal and co-financial
advisors held discussions with Messrs. William S. Levine and Arturo R. Moreno,
each of whom was a significant stockholder of Outdoor Systems, Inc. prior to
its acquisition by Infinity, and each of whom was a director and significant
stockholder of Infinity and an executive officer of Infinity's Outdoor Systems
subsidiary at the time of the September 26th meeting. The purpose of this
meeting was to provide an opportunity for Messrs. Levine and Moreno to discuss
with the special committee their views regarding the Viacom proposal.

On September 27, 2000, representatives of Bear Stearns, Deutsche Banc Alex.
Brown and Skadden Arps met with representatives of Goldman Sachs. At that
meeting, representatives of Goldman Sachs reviewed with the special committee's
legal and co-financial advisors various factors Viacom considered in arriving
at the exchange ratio of 0.564 of a share of Viacom Class B common stock per
share of Infinity Class A common stock, as indicated in the Viacom proposal.
The special committee's legal and co-financial advisors then engaged in a
lengthy discussion with representatives of Goldman Sachs regarding such
factors. During this discussion, representatives of Goldman Sachs informed the
special committee's legal and co-financial advisors that Viacom did not propose
to increase the exchange ratio indicated in the Viacom proposal.

At a regularly scheduled meeting of the Viacom board of directors on
September 28, 2000, senior executives of Viacom provided the directors with an
update regarding the status of the proposed transaction.

At a regularly scheduled meeting of the Infinity board of directors on
September 28, 2000, the members of the special committee provided the directors
with an update regarding the status of the special committee process.

On September 28, 2000 and October 2, 2000, the special committee met with
representatives of Bear Stearns, Deutsche Banc Alex. Brown and Skadden Arps to
discuss the conversations that had taken place on September 27th with
representatives of Goldman Sachs regarding the Viacom proposal. Following the
October 2nd discussions, the special committee determined to contact senior
executives of Viacom directly to discuss the Viacom proposal.

On October 3, 2000, members of the special committee contacted Mr. Mel
Karmazin, the President and Chief Operating Officer of Viacom, to discuss the
special committee's reaction to the September 27th meeting between the special
committee's legal and co-financial advisors and representatives of Goldman
Sachs. At the meeting, Mr. Karmazin indicated that Viacom was open to hearing
the views of the special committee and its legal and co-financial advisors
regarding the exchange ratio.

On October 4, 2000, the special committee again met with representatives of
Bear Stearns, Deutsche Banc Alex. Brown and Skadden Arps to discuss the
conversations that had taken place on October 3rd with Mr. Karmazin. The
special committee also discussed with its legal and co-financial advisors their
views regarding the appropriate exchange ratio to be paid by Viacom. After a
lengthy discussion regarding the financial condition and prospects of each of
Viacom and Infinity and a review of certain analyses prepared by the special
committee's co-financial advisors, the special committee authorized
representatives of Bear Stearns and Deutsche Banc Alex. Brown to meet with
representatives of Viacom and Goldman Sachs to advise them that the special
committee was not willing to recommend the Viacom proposal, and that the
exchange ratio to be paid by Viacom would need to be increased for the special
committee to recommend the proposed transaction.

On October 5, 2000, the special committee authorized representatives of
Skadden Arps to send their proposed changes to the draft merger agreement to
Shearman & Sterling.

In August 2000, at least sixteen putative class action lawsuits were filed
against Infinity, members of Infinity's board of directors, and Viacom in the
Court of Chancery of the State of Delaware and the Supreme Court of the State
of New York. On August 31, 2000, the Court of Chancery of the State of Delaware
issued an Order consolidating the eleven actions filed in that state. On
October 5, 2000, Viacom provided to counsel representing plaintiffs in the
consolidated stockholder litigation in Delaware confidential due diligence
information and financial analyses concerning the proposed merger.

On October 6, 2000, representatives of Bear Stearns, Deutsche Banc Alex.
Brown and Skadden Arps met with representatives of Viacom, Goldman Sachs and
Shearman & Sterling to discuss the special committee's views regarding the
Viacom proposal and the exchange ratio proposed by Viacom. After a lengthy
discussion, the special committee's co-financial advisors informed Viacom and
Goldman Sachs of the special committee's view that the exchange ratio to be
paid by Viacom would need to be increased for the special committee to
recommend the proposed transaction. In response, representatives of Viacom
expressed the view that the exchange ratio of 0.564 of a share of Viacom Class
B common stock per share of Infinity Class A common stock, as indicated in the
Viacom proposal, represented full and fair value for the shares of Infinity
Class A common stock. Representatives of Viacom and Goldman Sachs then engaged
in discussions with the special committee's legal and co-financial advisors
regarding the available Wall Street research analyst estimates, and adjustments
thereto, considered by the special committee and its co-financial advisors in
evaluating the Viacom proposal. Representatives of Viacom then invited the
special committee's co-financial advisors to continue their discussions with
representatives of Goldman Sachs regarding such estimates and adjustments
thereto.

On October 8, 2000, the special committee held a meeting to discuss with its
legal and co-financial advisors the outcome of the October 6th discussions with
Viacom and Goldman Sachs and to formulate a response to those discussions. From
October 8, 2000 through October 16, 2000, representatives of Bear Stearns and
Deutsche Banc Alex. Brown held a number of discussions with representatives of
Viacom and Goldman Sachs.

On October 16, 2000, the special committee again met with its legal and co-
financial advisors to review the recent discussions between representatives of
Bear Stearns and Deutsche Banc Alex. Brown and representatives of Viacom and
Goldman Sachs. The co-financial advisors informed the special committee that,
while they had several discussions with representatives of Goldman Sachs and
Viacom, the co-financial advisors still believed that an exchange ratio in
excess of that proposed in the Viacom proposal was appropriate and that Viacom
had not as yet revised its offer. Following this discussion, representatives of
Viacom and Goldman Sachs joined the meeting telephonically to discuss the
special committee's views on the Viacom proposal. The special committee
informed senior executives of Viacom that the exchange ratio proposed by Viacom
would need to be increased for the special committee to recommend the
transaction. The senior

executives of Viacom stated that Viacom would not be willing to agree to an
increase in the exchange ratio. At the conclusion of this teleconference, the
special committee directed its co-financial advisors to again meet with
representatives of Goldman Sachs.

On October 16, 2000, representatives of Skadden Arps provided additional
comments regarding the draft merger agreement to representatives of Shearman &
Sterling.

During the morning and early afternoon of October 17, 2000, representatives
of Bear Stearns and Deutsche Banc Alex. Brown again held discussions with
representatives of Viacom and Goldman Sachs. Later in that day, the special
committee held discussions with its legal and co-financial advisors to review
their conversations with representatives of Viacom and Goldman Sachs. The co-
financial advisors informed the special committee that, although some progress
had been made, no agreement had as yet been reached regarding the exchange
ratio to be paid by Viacom. At the conclusion of this meeting, the special
committee directed its co-financial advisors to inform Viacom that, in light of
the discussions that had occurred over the previous several days, the special
committee would be willing to consider less of an increase in the exchange
ratio than it had previously considered, but that Viacom would nevertheless
need to increase the exchange ratio for the special committee to recommend the
proposed transaction.

During the morning of October 23, 2000, the special committee again met with
its legal and co-financial advisors to review the recent discussions between
representatives of Bear Stearns and Deutsche Banc Alex. Brown and
representatives of Goldman Sachs. At that meeting, the co-financial advisors
informed the special committee that although the parties had made substantial
progress, there still remained some disagreements regarding the appropriate
adjustments to the available Wall Street research analyst estimates considered
by the special committee and its co-financial advisors in evaluating the Viacom
proposal. At the conclusion of the meeting, the special committee determined to
meet directly with senior executives of Viacom in an effort to resolve this
impasse. Following the special committee meeting, representatives of Bear
Stearns and Deutsche Banc Alex. Brown contacted representatives of Goldman
Sachs and established a meeting between the special committee and
representatives of Viacom to be held later that day.

Early in the evening on October 23, 2000, the special committee met with its
legal and co-financial advisors to prepare for the scheduled meeting between
the special committee and representatives of Viacom. Immediately thereafter,
the members of the special committee met with senior executives of Viacom,
including Mr. Karmazin, and reiterated their view that the exchange ratio to be
paid by Viacom would need to be increased for the special committee to
recommend the proposed transaction. Senior executives of Viacom again expressed
the view that the exchange ratio initially proposed by Viacom was full and
fair. Messrs. Karmazin, Gordon and Sherman then engaged in substantial
discussions, at the conclusion of which Mr. Karmazin indicated that he would be
willing to seek approval from the Viacom board to make a proposal for an
exchange ratio of 0.592 of a share of Viacom Class B common stock per share of
Infinity Class A common stock, subject to the special committee's willingness
to recommend a transaction to the Infinity board of directors based on such an
exchange ratio and the finalization of the terms of the merger agreement.
Messrs. Gordon and Sherman indicated that they would be willing to recommend
such a transaction, subject to the ability of the special committee's
co-financial advisors to render opinions as to the fairness of the improved
exchange ratio from a financial point of view to the Infinity public
stockholders and the finalization of the terms of the merger agreement.

On October 24, 2000, at a special telephonic meeting of the Viacom board of
directors, senior executives of Viacom presented to the board the current
status of discussions regarding the proposed merger. After discussion and
deliberation, the Viacom board authorized senior management to continue
discussions with the special committee of the Infinity board.

From October 24th through October 30th, representatives of Shearman &
Sterling and counsel representing plaintiffs in the consolidated stockholder
litigation brought against Infinity, its directors and Viacom in connection
with the proposed merger held discussions and conducted negotiations regarding
the proposed merger and the possible settlement of such litigation.

On October 25, 2000, representatives of Shearman & Sterling, Goldman Sachs,
Fried, Frank, Harris, Shriver & Jacobson, counsel to Goldman Sachs, and Morris,
Nichols, Arsht & Tunnell, special counsel to Viacom, met with counsel
representing plaintiffs in the consolidated stockholder litigation brought
against Infinity, its directors and Viacom in connection with the proposed
merger, and representatives of W.L. Ross & Co., financial advisor to those
plaintiffs. At this meeting, plaintiffs' counsel expressed the view that the
consideration to be paid by Viacom pursuant to the original Viacom proposal was
inadequate.

On October 26, 2000, representatives of Skadden Arps, Bear Stearns and
Deutsche Banc Alex. Brown met with representatives of W.L. Ross and counsel
representing plaintiffs in the consolidated stockholder litigation. Again,
plaintiffs' counsel expressed the view that the initially proposed exchange
ratio was inadequate. On October 27, 2000, however, after reviewing additional
information and giving further consideration to the revised terms of the Viacom
proposal, plaintiffs' counsel and their financial advisors informed
representatives of Shearman & Sterling and Skadden Arps that the plaintiffs
would be willing to settle the consolidated stockholder litigation on the basis
of the increased exchange ratio negotiated by the special committee.

During the period from October 28, 2000 through October 30, 2000,
representatives of Skadden Arps and the special committee finalized the terms
of the merger agreement with representatives of Shearman & Sterling and Viacom.

On October 30, 2000, representatives of Shearman & Sterling and counsel
representing plaintiffs in the consolidated stockholder litigation reached an
agreement in principle on the terms of a settlement of the litigation. Later in
the day on October 30, 2000, senior executives of Viacom met with members of
the special committee and made a revised offer from Viacom at an exchange ratio
of 0.592 of a share of Viacom Class B common stock per share of Infinity Class
A common stock.

On October 30, 2000, the special committee met with representatives of Bear
Stearns, Deutsche Banc Alex. Brown and Skadden Arps. At the October 30th
special committee meeting, representatives of Bear Stearns and Deutsche Banc
Alex. Brown each orally advised the special committee that the exchange ratio
of 0.592 of a share of Viacom Class B common stock to be paid to the holders of
outstanding Infinity Class A common stock in the merger was fair to such
holders, other than Viacom and its affiliates, from a financial point of view,
which opinions were subsequently confirmed in writing. The special committee
then unanimously determined that the merger was fair to, and in the best
interests of, Infinity and its public stockholders, determined that the merger
and the merger agreement should be approved and declared advisable, and
recommended that the board of directors of Infinity approve and declare the
advisability of, the merger and the merger agreement.

Later in the evening on October 30, 2000, Infinity's board of directors
convened a meeting. The Infinity board received the recommendation of the
special committee and reviewed the terms of the merger agreement. After the
directors were given an opportunity to ask questions regarding the merger
agreement and the proposed merger, the board, by a unanimous vote of those
directors who were present and did not abstain, determined that the merger was
fair to, and in the best interests of Infinity and its public stockholders,
approved and declared the advisability of the merger and the merger agreement,
and recommended that Infinity's stockholders consent to the approval of the
merger and adoption of the merger agreement. Of the ten directors then
comprising Infinity's board of directors, one director (Arturo R. Moreno) was
absent from the meeting and one director (William S. Levine) abstained from
voting on the Viacom merger.

On October 30, 2000, Viacom's board of directors by written consent
unanimously determined that the merger was fair to, and in the best interests
of, Viacom and its stockholders, declared the advisability of the merger
agreement and approved the merger agreement.

In the evening of October 30, 2000, Viacom and Infinity executed the
definitive merger agreement, and on the morning of October 31, 2000 they issued
a joint press release announcing the execution of the merger agreement.

On December 8, 2000, CBS Broadcasting, Inc., a wholly owned subsidiary of
Viacom that holds 100% of the outstanding shares of Infinity Class B common
stock representing approximately 90% of the combined voting power of all
outstanding Infinity shares, granted its written consent to the adoption of the
merger agreement and the approval of the merger. On December 11, 2000, Infinity
and Viacom mailed to Infinity's stockholders an information
statement/prospectus informing them of the action taken by CBS Broadcasting,
Inc.

On January 4, 2000, Viacom and Infinity, with the concurrence of the special
committee of Infinity's board of directors, decided to seek approval of the
merger by Infinity's minority stockholders after a recent Delaware Chancery
Court decision involving corporations unrelated to Viacom or Infinity (In re:
Digex, Inc. Shareholders Litigation). Although neither Infinity nor Viacom is
involved in the Digex litigation, the decision has created uncertainty about
whether Section 203 of the Delaware corporation law requires that Infinity's
minority stockholders approve the merger. On the same day, Viacom entered into
a voting agreement with Messrs. Levine and Moreno pursuant to which each
stockholder agreed to vote his shares of Infinity Class A common stock in favor
of the merger and the merger agreement. On January 5, 2000, Viacom and Infinity
issued a press release announcing that Infinity would call a stockholders'
meeting in order to seek approval of the merger by holders of 66 2/3% of its
outstanding voting shares, other than those shares owned by Viacom or subject
to the voting agreement between Viacom and Messrs. Levine and Moreno.

Viacom's Reasons for the Merger

The Viacom board of directors carefully considered the terms of the merger
and determined that the merger is in the best interest of Viacom and its
stockholders. As a result, the Viacom board unanimously declared that the
merger agreement was advisable and unanimously approved the merger agreement.

The Viacom board considered a number of factors, including those listed
below. The Viacom board did not consider it practical, and did not try, to rank
or weigh the importance of each factor, and individual members of the Viacom
board may have given different weight to different factors. The Viacom board
also consulted with its financial advisors, members of Viacom's management, as
well as its outside and inside legal counsel. The list of factors set forth
below is not exhaustive but is believed to include all material factors
considered by the Viacom board.

Benefits from Integrating Businesses. The Viacom board considered the
benefits that Viacom would realize from more fully integrating the businesses
and assets of Infinity and Viacom. In particular, the board evaluated the
advantages to the combined company in having direct access to all of the cash
flow generated by Infinity's radio broadcasting business, including, among
other things, anticipated improvement in the pricing of, and access to, capital
for future acquisitions, repayment of indebtedness and the repurchase of Viacom
stock. The Viacom board also considered that complete control over Infinity
would allow Viacom to act more quickly and efficiently in pursuing business
transactions involving Infinity and other business units of Viacom. The board
also considered that the transaction would reduce the costs associated with
maintaining a separate public company.

Financial Terms. The Viacom board considered that the initial offer to
Infinity of 0.564 of a share of Viacom Class B common stock per share of
Infinity Class A common stock represented a 13.6% premium over the closing
price of Infinity Class A common stock on the date of Viacom's offer (based on
the closing price of Viacom Class B common stock on the same date) and believed
that prior to the time of the initial offer, there was market speculation about
the possibility of an offer from Viacom that had led to an increase in the
Infinity stock price. The board also considered the substantial decrease in the
stock prices of other companies in the radio and outdoor advertising industries
since the time of the initial Viacom offer (and the proportionately smaller
decrease in Viacom's stock price) resulting from the market's reduced
expectations regarding advertising sales growth. The Viacom board also
considered the historical trading ranges of Viacom non-voting Class B common
stock and Infinity Class A common stock as compared with the exchange ratio for
the merger and as compared with historical trading ranges of other companies in
the radio and broadcast and entertainment

sectors. In addition, the Viacom board considered the pro forma effect of the
proposed transaction on the historical and anticipated financial condition and
results of Viacom. In particular, the Viacom board considered the likely effect
of issuing the shares of Viacom non-voting Class B common stock pursuant to the
merger on Viacom's earnings before interest, taxes, depreciation and
amortization (EBITDA), after-tax cash flow and free cash flow per share,
including the fact that the transaction would be accretive on a free cash flow
per share basis.

Support of Senior Management. The Viacom board of directors considered the
fact that the senior management of Viacom supported the proposed transaction.

Terms, Conditions and Termination Provisions. The Viacom board of directors
reviewed the terms of the merger agreement, including the representations,
warranties, covenants, conditions to consummation of the proposed merger and
the circumstances under which Infinity and Viacom would have the right to
terminate the merger agreement. The Viacom board considered that the merger is
expected to be treated as a tax-free reorganization. The Viacom board also
considered that a special committee of the Infinity board of directors had been
created, comprised solely of independent directors, to act on behalf of the
Infinity public stockholders for the purposes of negotiating and determining
whether to recommend the merger to the Infinity board of directors.

Infinity's Reasons for the Merger; Recommendations of the Special Committee of
Infinity's Board of Directors and Infinity's Board of Directors

Recommendation of the Special Committee of Infinity's Board of Directors and
the Infinity Board of Directors

On October 30, 2000, the special committee of Infinity's board of directors
unanimously determined that the merger was fair to, and in the best interests
of, Infinity and the public stockholders of Infinity, unanimously determined
that the merger and the merger agreement should be approved and declared
advisable and unanimously voted to recommend that Infinity's board of directors
approve and declare the advisability of the merger and the merger agreement.

On October 30, 2000, Infinity's board of directors, by a unanimous vote of
those directors who were present and did not abstain, determined that the
merger was fair to, and in the best interests of Infinity and the public
stockholders of Infinity, approved and declared the advisability of the merger
and the merger agreement and recommended that stockholders vote in favor of the
approval of the merger and adoption of the merger agreement.

Reasons for the Recommendation of the Special Committee of Infinity's Board
of Directors and the Infinity Board of Directors

Special Committee. In reaching its determination, the special committee
considered:

. the opinions of Bear Stearns and Deutsche Banc Alex. Brown to the effect
that, based upon and subject to the assumptions, qualifications and
limitations stated in their respective opinions, the exchange ratio of
0.592 of a share of Viacom Class B common stock for each share of
Infinity's outstanding Class A common stock to be paid to the public
stockholders of Infinity in the merger was fair to such public
stockholders from a financial point of view, and the reports and analyses
presented to the special committee in connection with the opinions of
Bear Stearns and Deutsche Banc Alex. Brown (see "--Opinions of Co-
Financial Advisors to the Special Committee of Infinity's Board of
Directors" on pages [.] through [.]);

. the historical market prices of Infinity's Class A common stock,
including the fact that:

. based on the $71.00 closing price of Viacom Class B common stock on
August 14, 2000, the last full trading day prior to the announcement
by Viacom that it had made a proposal to Infinity

regarding the merger, the exchange ratio of 0.592 of a share of Viacom
Class B common stock for each share of Infinity's outstanding Class A
common stock implied a premium of approximately 19.2% over the $35.25
closing price of Infinity's Class A common stock on such date; and

. based on the $56.38 closing price of the Viacom Class B common stock
on October 27, 2000, the last full trading day prior to the special
committee's determination to recommend the approval of the merger, the
exchange ratio of 0.592 of a share of Viacom Class B common stock for
each share of Infinity's outstanding Class A common stock implied a
premium of approximately 9.0% over the $30.63 closing price of
Infinity's Class A common stock on such date; the special committee
noted, however, that the premium implied by the 0.592 exchange ratio
on October 27, 2000 was not directly comparable to the premium implied
by such exchange ratio on August 14, 2000 due to, among other things,
the effect of the pending Viacom proposal on the trading prices of
Infinity's Class A common stock following the August 15, 2000
announcement by Viacom that it had made a proposal to Infinity
regarding the merger and the expectation that, upon completion of the
merger, Infinity Class A common stock would be converted into Viacom
Class B common stock at the exchange ratio;

. the special committee's view that, notwithstanding the fact that market
fluctuations had caused a decline in the prices of Viacom Class B common
stock and Infinity Class A common stock during the period from
announcement by Viacom that it had made a proposal to Infinity regarding
the merger to the date of the special committee's determination to
recommend the approval of the merger, the financial condition and
prospects of Viacom remained positive;

. the special committee noted the general downturn in stock price
performance experienced by companies in the radio sector during the
period from late August through October 2000 and the fact that the market
price of Infinity Class A common stock had declined to a lesser extent
than the stock prices of certain of Infinity's peers, including Clear
Channel Communications;

. the fact that the transaction was expected to be accretive to Infinity's
stockholders from an after-tax cash flow perspective based on 2001
estimated financial results;

. the business, financial condition, results of operations, prospects,
current business strategy and competitive position of each of Infinity,
Viacom and the new combined company, as well as general economic and
stock market conditions;

. the special committee noted that Viacom is relatively less dependent on
advertising as compared to Infinity;

. that the terms of the merger agreement were determined through arm's-
length negotiations between the special committee of Infinity's board of
directors, with the advice of its legal and co-financial advisors, on the
one hand, and representatives of Viacom, with the advice of its legal and
financial advisors, on the other;

. the fact that the receipt of Viacom Class B common stock by the public
stockholders of Infinity in the merger is expected to be tax-free to the
public stockholders; and

. that Viacom has sufficient stock ownership to control a disposition of
Infinity and had informed the special committee that it would not be
interested in a third-party sale of Infinity; the special committee and
its co-financial advisors were not authorized to, and did not, solicit
third-party indications of interest for the acquisition of Infinity, nor
were any offers from third parties received.

The special committee also considered a number of negative factors in its
deliberations concerning the merger, including:

. the fact that the transaction was expected to be dilutive to Infinity's
stockholders from a free cash flow perspective based on 2001 estimated
financial results;

. the fact that the merger agreement does not provide the public
stockholders of Infinity with any protection against fluctuations in the
market price of Viacom Class B common stock during the period from the
signing of the merger agreement to the completion of the merger;

. the fact that the shares of Infinity's outstanding Class A common stock
entitle the holder to one vote per share on all matters submitted to a
vote of Infinity's stockholders, whereas shares of the Viacom Class B
common stock are non-voting; and

. the other factors discussed in this proxy statement/prospectus under the
caption "Risk Factors."

The special committee believed that these negative factors were
substantially outweighed by the benefits anticipated from the merger.

The special committee of Infinity's board of directors was consulted in
connection with the decision of Viacom and Infinity to seek the approval of the
merger by holders of 66 2/3% of Infinity's outstanding voting shares, other
than those shares owned by Viacom or subject to the voting agreement between
Viacom and Messrs. Levine and Moreno. The special committee, after consultation
with its legal advisors, determined that, in light of the recent decision of
the Delaware Chancery Court in In re: Digex Shareholders Litigation, it would
be appropriate to seek the approval of the merger by Infinity's minority
stockholders.

Infinity. In determining the fairness of the terms of the merger and
approving the merger agreement and the merger, the Infinity board of directors
considered the factors described above. In approving the merger, except as
noted below, the Infinity board of directors concurred with and adopted the
analysis of the special committee with respect to the financial evaluation of
Infinity and of the exchange ratio. Mr. William S. Levine, who abstained on the
vote, stated his view that the exchange ratio did not necessarily reflect the
fullest value that might have been obtained if Infinity had been sold to a
third party.

In evaluating the merger, the members of the Infinity board of directors,
including the members of the special committee, considered their knowledge of
the business, financial condition and prospects of Infinity, and the advice of
legal and co-financial advisors. In light of the number and variety of factors
that Infinity's board of directors and the special committee considered in
connection with their evaluation of the merger, neither Infinity's board of
directors nor the special committee found it practicable to assign relative
weights to the foregoing factors, and, accordingly, neither Infinity's board of
directors nor the special committee did so.

Opinions of Co-Financial Advisors to the Special Committee of Infinity's Board
of Directors

Deutsche Banc Alex. Brown and Bear Stearns acted as co-financial advisors to
the special committee of Infinity's board of directors in connection with the
merger. The special committee retained the co-financial advisors on the basis
of their respective qualifications, expertise, reputation and experience. At
the October 30, 2000 meeting of the special committee, each of Deutsche Banc
Alex. Brown and Bear Stearns delivered its oral opinion, subsequently confirmed
in writing as of October 30, 2000, to the special committee to the effect that,
as of the date of such opinion, based upon and subject to the assumptions made,
matters considered and limits of the review undertaken by each of Deutsche Banc
Alex. Brown and Bear Stearns, the exchange ratio of 0.592 of a share of Viacom
Class B common stock for each outstanding share of Infinity Class A common
stock was fair, from a financial point of view, to the public stockholders of
Infinity, consisting of the holders of Infinity Class A common stock, other
than Viacom and its affiliates.

Opinion of Deutsche Banc Alex. Brown

The full text of the Deutsche Banc Alex. Brown written opinion, dated
October 30, 2000, which sets forth, among other things, the assumptions made,
some of the matters considered and qualifications and limitations on the review
undertaken by Deutsche Banc Alex. Brown in connection with the opinion, is
attached as Annex B to this proxy statement/prospectus and is incorporated
herein by reference. Infinity stockholders are urged to read the opinion in its
entirety. The summary of the opinion set forth in this proxy
statement/prospectus is qualified in its entirety by reference to the full text
of such opinion.

In connection with Deutsche Banc Alex. Brown's role as co-financial advisor
to the special committee, and in arriving at its opinion, Deutsche Banc Alex.
Brown has, among other things:

. reviewed certain publicly available financial and other information
concerning Viacom and Infinity and certain internal analyses and other
information furnished to it by Viacom and Infinity;

. discussed with the members of the senior managements of Viacom and
Infinity the businesses and prospects of their respective companies and
the joint prospects of a combined company;

. reviewed the reported prices and trading activity for Viacom Class B
common stock and Infinity Class A common stock;

. compared certain financial and stock market information for Viacom and
Infinity with similar information for certain other companies whose
securities are publicly traded;

. reviewed certain financial forecasts for Viacom and Infinity prepared and
published by research analysts, since no internal projections were
available apart from operating budgets for the year 2000;

. reviewed the financial terms of certain recent business combinations
which it deemed comparable in whole or in part;

. reviewed the terms of the merger agreement; and

. performed such other studies and analyses and considered such other
factors as it deemed appropriate.

In preparing its opinion, Deutsche Banc Alex. Brown did not assume
responsibility for the independent verification of, and did not independently
verify, any information, whether publicly available or furnished to it,
concerning Viacom or Infinity, including, without limitation, any financial
information, forecasts or projections, considered in connection with the
rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche
Banc Alex. Brown assumed and relied upon the accuracy and completeness of all
such information. Deutsche Banc Alex. Brown did not conduct a physical
inspection of any of the properties or assets, and did not prepare or obtain
any independent evaluation or appraisal of any of the assets or liabilities of
Viacom or Infinity. With respect to the financial forecasts and projections,
Deutsche Banc Alex. Brown was advised by the managements of Infinity and Viacom
that no financial projections or forecasts for their companies were available
apart from operating budgets for the year 2000. Deutsche Banc Alex. Brown
relied, with the consent of the special committee, on statements made by Viacom
indicating that Viacom would not consider a transaction involving a sale of
Infinity, and Deutsche Banc Alex. Brown was not requested to solicit, nor has
it solicited, interest from any party with respect to an acquisition of
Infinity. At the time of the announcement by Viacom that it had made a proposal
to Infinity regarding the merger, Viacom owned Class B common stock of Infinity
having approximately 90.0 percent of the combined voting power and
approximately 64.3% (currently 64.2%) of the combined equity interest of both
classes of Infinity's common stock. The Deutsche Banc Alex. Brown opinion was
necessarily based upon economic, market and other conditions as in effect on,
and the information made available to it as of, the date of such opinion and
Deutsche Banc Alex. Brown undertook no obligation to update its opinion to
reflect any developments occurring after the date of the opinion.

For purposes of rendering its opinion, Deutsche Banc Alex. Brown assumed
that, in all respects material to its analyses, the representations and
warranties of the parties to the merger agreement contained in the merger
agreement are true and correct, that each party to the merger agreement will
perform all of the covenants and agreements to be performed by it under the
merger agreement and all conditions to the obligations of each of the parties
to the merger agreement to consummate the merger will be satisfied without any
waiver thereof. Deutsche Banc Alex. Brown also assumed that all material
governmental, regulatory or other approvals and consents required in connection
with the consummation of the merger will be obtained and that in connection
with obtaining any necessary governmental, regulatory or other approvals and
consents, or any amendments, modifications or waivers to any agreements,
instruments or orders to which either Infinity or Viacom is a party or is
subject or by which it is bound, no limitations, restrictions or conditions
will be imposed or amendments, modifications or waivers made that would have a
material adverse effect on Infinity or Viacom or materially reduce the
contemplated benefits of the merger to Infinity. In addition, Deutsche Banc
Alex. Brown was advised by the special committee, and accordingly assumed for
purposes of rendering its opinion, that the merger will be tax-free to each of
Infinity and Viacom and their respective stockholders.

Set forth below is a brief summary of certain financial analyses performed
by Deutsche Banc Alex. Brown in connection with its opinion and reviewed with
the special committee at its meeting on October 30, 2000.

Historical stock performance. Deutsche Banc Alex. Brown reviewed and
analyzed recent and historical market prices and trading volume for Viacom
Class B common stock and Infinity Class A common stock and compared such market
prices to certain stock market and industry indices. The following tables set
forth the stock prices and performance against various indices for Viacom Class
B common stock and Infinity Class A common stock:

Viacom Class B common
stock price
---------------------

October 27, 2000........ $56.38
52-week high (8/4/00)... 75.88
52-week low (10/27/99).. 41.00

Infinity Class A common
stock price
-----------------------

October 27, 2000........ $30.63
52-week high (12/9/99).. 41.50
52-week low (10/18/00).. 23.13

Percentage change
from 12/10/98
(date of Infinity's
IPO) to: Percentage change
----------------------- from 8/14/00 to
8/14/00 10/27/00 10/27/00
--------- ---------- -----------------

Infinity Class A common stock
price............................ 52.8% 32.8% (13.1)%
Radio Index(/1/).................. 96.7 31.3 (33.2)
Clear Channel Communications,
Inc.............................. 71.0 16.3 (32.0)

--------
(/1/)Radio Index includes Cox Radio, Inc., Entercom Communications Corp.,
Hispanic Broadcasting Corporation, and Radio One, Inc. and is calculated
on an equally weighted basis.

Percentage change
from 12/10/98
(date of
Infinity's IPO)
to: Percentage change
--------------------- from 8/14/00 to
8/14/00 10/27/00 10/27/00
--------- --------- -----------------

Viacom Class B common stock price..... 102.9% 61.1% (20.6)%
Diversified Media Index(/1/).......... 76.3 40.7 (20.2)
S&P 500............................... 28.0 18.4 (7.5)

--------
(/1/)Diversified Media Index includes The Walt Disney Company, Fox
Entertainment Group, Inc., The News Corporation Limited, and USA Networks,
Inc. and is calculated on an equally weighted basis.

Implied transaction premium to Infinity's hypothetical price. Given the
general decline in radio stock market valuations since Viacom's announcement on
August 15, 2000 regarding the proposed merger, Deutsche Banc Alex. Brown also
analyzed the hypothetical share prices of Infinity as of October 27, 2000
derived through three different benchmarks:

Actual/ Percentage change
Actual price hypothetical price (from 8/14/00 to
Date 8/14/00 10/27/00 10/27/00)
---- ------------ ------------------ -----------------

Viacom Class B common
stock...................... $71.00 $56.38 (20.6)%
Infinity Class A common
stock...................... 35.25 30.63 (13.1)
Hypothetical Infinity Class
A common stock price
Based on Clear Channel price
change(/1/)................ $23.96 (32.0)%
Based on Clear Channel
multiple change(/2/)....... 24.31 (28.7)
Based on Radio Index
change(/3/)................ 23.53 (33.2)

--------
(/1/)Hypothetical price based on decrease in Clear Channel Communications, Inc.
stock price from 8/14/00 to 10/27/00.
(/2/)Hypothetical price based on decrease in Clear Channel Communications, Inc.
Enterprise Value/2001E EBITDA (as defined below) multiple from 8/14/00 to
10/27/00.
(/3/)Price based on the percentage decrease in Radio Index from 8/14/00 to
10/27/00. Radio Index includes Cox Radio, Inc., Entercom Communications
Corp., Hispanic Broadcasting Corporation, and Radio One, Inc. and is
calculated on an equally weighted basis.

Premium based on hypothetical price

Assumed percentage decline from 8/14/00
through 10/27/00............................. 20.0% 25.0% 30.0% 35.0%
Hypothetical Infinity Class A common stock
10/27/00 price............................... $28.20 $26.44 $24.68 $22.91
Implied premium based on merger price(/1/).... 18.3% 26.2% 35.3% 45.7%

--------
(/1/)Implied premium based on current merger price of $33.37 as of 10/27/00.

The hypothetical analysis is purely illustrative to show what the Infinity
Class A common stock price might have been on October 27, 2000 had the
announcement by Viacom that it had made a proposal to Infinity regarding the
merger on August 15, 2000 not taken place and had the Infinity Class A common
stock price declined by the specified percentages, which may be compared with
the decline in stock price for Clear Channel and for the Radio Index from
August 14, 2000 to October 27, 2000.

Analysis of selected publicly traded companies. Deutsche Banc Alex. Brown
compared certain financial information and commonly used valuation measurements
relating to Viacom and Infinity with the corresponding information and
measurements for the following group of companies:

Viacom peer group(/1/) Infinity peer group(/2/)
---------------------- ------------------------

The Walt Disney Company Clear Channel Communications, Inc.
Fox Entertainment Group, Inc. Cox Radio, Inc.
The News Corporation Limited Entercom Communications Corp.
USA Networks, Inc. Hispanic Broadcasting Corporation
Radio One, Inc.
Lamar Advertising Company

--------
(/1/)The Viacom peer group comprises selected large capitalization diversified
entertainment companies.
(/2/)The Infinity peer group comprises selected radio companies and Lamar
Advertising Company, an outdoor advertising company.

Financial information and valuation measurements reviewed by Deutsche Banc
Alex. Brown included, among other things:

. common equity market valuation as of October 27, 2000;

. operating performance;

. ratios of common equity market value, as increased for debt and reduced
for cash and the value of unconsolidated assets ("Enterprise Value") to
estimated 2000 and 2001 earnings before interest expense, income taxes
and depreciation and amortization ("EBITDA");

. ratios of common equity market capitalization ("Equity Value") to
estimated 2000 and 2001 after tax cash flow ("ATCF") (after tax cash
flow is defined as net income plus depreciation and amortization,
excluding minority interest); and

. ratios of Equity Value to estimated 2000 and 2001 free cash flow ("FCF")
(free cash flow is defined as ATCF less capital expenditures, excluding
minority interest).

To estimate the trading multiples for the selected peer group companies of
Viacom and Infinity, Deutsche Banc Alex. Brown used publicly available
information concerning projected financial performance for the years 2000 and
2001 from selected equity research analysts.

The following tables set forth the trading multiples calculated by Deutsche
Banc Alex. Brown:

Enterprise Value to
EBITDA
-----------------------
2000E 2001E
----------- -----------

Viacom peer group
Range............................................ 11.0x-20.5x 9.6x-15.1x
Median........................................... 13.5 11.3
Viacom............................................. 22.2 18.2
Infinity peer group
Range............................................ 13.9x-28.2x 12.4x-23.2x
Median........................................... 17.2 15.4
Infinity (as of 8/14/00)........................... 23.7 20.4
Infinity (as of 10/27/00).......................... 20.7 18.0
Infinity (as of 10/27/00 based on revised exchange
ratio)............................................ 22.5 19.5

Equity Value to ATCF
-----------------------
2000E 2001E
----------- -----------

Viacom peer group
Range............................................ 22.0x-35.3x 19.9x-34.6x
Median........................................... 28.8 23.0
Viacom............................................. 35.3 28.5
Infinity peer group
Range............................................ 14.5x-38.5x 11.3x-32.7x
Median........................................... 19.2 17.0
Infinity (as of 8/14/00)........................... 36.1 30.6
Infinity (as of 10/27/00).......................... 31.3 26.5
Infinity (as of 10/27/00 based on revised exchange
ratio)............................................ 34.2 28.9

Equity Value to FCF
-----------------------
2000E 2001E
----------- -----------

Viacom peer group
Range............................................ 41.0x-67.0x 37.1x-59.9x
Median........................................... 56.7 56.0
Viacom............................................. 46.5 35.0
Infinity peer group
Range............................................ 15.9x-41.2x 12.6x-34.8x
Median........................................... 21.8 19.0
Infinity (as of 8/14/00)........................... 39.0 32.6
Infinity(as of 10/27/00)........................... 33.8 28.3
Infinity (as of 10/27/00 based on revised exchange
ratio)............................................ 36.9 30.9

None of the companies utilized as a comparison is identical to Viacom or
Infinity. Accordingly, Deutsche Banc Alex. Brown believes the analysis of
publicly traded comparable companies is not simply mathematical. Rather, it
involves complex considerations and qualitative judgments, reflected in
Deutsche Banc Alex. Brown's opinion, concerning differences in financial and
operating characteristics of the comparable companies and other factors that
could affect the public trading value of the comparable companies.

Analysis of selected precedent transactions. Deutsche Banc Alex. Brown
reviewed the financial terms, to the extent publicly available, of several
proposed, pending or completed mergers and acquisition transactions since
January 1997 involving companies in the radio industry and the outdoor
advertising industry. The selected transactions reviewed were:

Date
Acquiror Target announced
-------- ------ ---------

Radio transactions
Radio One, Inc. Selected radio stations of Clear Channel 03/13/00
Communications, Inc.
Infinity Broadcasting Corporation Selected radio stations of Clear Channel 03/07/00
Communications, Inc.
Clear Channel Communications, Inc. AMFM Inc. 10/04/99
Entercom Communications Corp. Selected radio stations of Sinclair Broadcast Group, Inc. 07/26/99
Clear Channel Communications, Inc. Jacor Communications, Inc. 10/08/98
Chancellor Media Corporation Capstar Broadcasting Corporation 08/27/98
CBS Corporation American Radio Systems Corporation 09/19/97
Capstar Broadcasting Corporation SFX Broadcasting, Inc. 08/25/97
Outdoor advertising transactions
Lamar Advertising Company AMFM Outdoor (Chancellor Media 06/01/99
Corporation)
Infinity Broadcasting Corporation Outdoor Systems, Inc. 05/27/99
AMFM Outdoor (Chancellor Whiteco Outdoor Advertising 08/31/98
Media Corporation)
Clear Channel Communications, Inc. More Group PLC 03/05/98
Clear Channel Communications, Inc. Universal Outdoor Holdings, Inc. 10/23/97

The following tables set forth the transaction multiples calculated by
Deutsche Banc Alex. Brown:

Enterprise Value to
---------------------------------------
Current year EBITDA Forward year EBITDA
------------------- -------------------

Selected Radio transactions
Range.............................. 16.7x-24.0x 13.9x-20.6x
Median............................. 19.5 16.7

Enterprise Value to
---------------------------------------
Current year EBITDA Forward year EBITDA
------------------- -------------------

Selected Outdoor Advertising
transactions
Range........................... 10.9x-21.3x 10.1x-19.3x
Median.......................... 14.6 12.4

All multiples for the selected precedent transactions were based on public
information available at the time of announcement of such transactions, without
taking into account different market and other conditions during the period in
which the transactions occurred. None of the selected transactions involved the
sale of a minority interest in a publicly owned company. Because the reasons
for, and circumstances surrounding, each of the precedent selected transactions
analyzed were so diverse, and due to the inherent differences between the
operations and financial conditions of Infinity and the companies involved in
the selected transactions, Deutsche Banc Alex. Brown believes that a comparable
transaction analysis is not simply mathematical. Rather, it involves complex
considerations and qualitative judgments, reflected in Deutsche Banc Alex.
Brown's opinion, concerning differences between the characteristics of these
transactions and this merger that could affect the value of the subject
companies and businesses and Infinity.

Historical exchange ratio analysis. Deutsche Banc Alex. Brown compared the
revised exchange ratio of 0.592x to the ratio of the closing market prices of
Infinity Class A common stock to Viacom Class B common stock as of October 27,
2000. Deutsche Banc Alex. Brown also compared this ratio to selected averages
of historical ratios of the closing market prices of Infinity Class A common
stock to Viacom Class B common stock calculated backwards from August 14, 2000
(one day prior to the date of the initial announcement by Viacom that it had
made a proposal to Infinity regarding the merger). The results of this analysis
are set forth below:

Viacom's revised exchange ratio--0.592x

Implied
Period Exchange ratio premium/(discount)
------ -------------- ------------------

October 27, 2000......................... 0.543x 9.0%
August 14, 2000.......................... 0.496 19.2
One week average(/1/).................... 0.506 17.0
One month average(/1/)................... 0.516 14.8
Three months average(/1/)................ 0.525 12.8
Six months average(/1/))................. 0.561 5.4
Average since CBS merger announcement
(9/7/99)................................ 0.613 (3.5)
All time high(/2/) (10/20/99)............ 0.815 (27.3)
All time low(/2/) (6/26/00).............. 0.485 22.0

--------
(/1/)All time periods are calculated backwards from August 14, 2000.
(/2/)Since CBS merger announcement on September 7, 1999.

Premium analysis. Based on data from Securities Data Corporation, Deutsche
Banc Alex. Brown also reviewed the premiums paid in selected going private
transactions since January 1, 1998 in which a parent company acquired the
entire publicly held minority interest. The selected transactions reviewed
were:

Date
Acquiror Target announced
-------- ------ ---------

All cash or all stock
transactions
Transactions where low-20% remaining interest was acquired
Ford Motor Company The Hertz Corporation 09/21/00
Hartford Financial
Services Group, Inc. Hartford Life Inc. 03/27/00
Thermo Instrument Systems
Inc. Thermo BioAnalysis Corporation 01/31/00
Boise Cascade Corporation Boise Cascade Office Products Corporation 12/01/99
Vivendi S.A. Aqua Alliance Inc. 04/01/99
Viacom Inc. Spelling Entertainment Group Inc. 03/21/99
Allmerica Financial Corp Citizens Corporation 10/27/98
Newmont Mining Corporation Newmont Gold Company 09/29/98
Liberty Media Group Tele-Communications International, Inc. 07/13/98
Transactions where 20-50% remaining interest was acquired
Phoenix Home Life Mutual
Insurance Company Phoenix Investment Partners, Ltd. 07/24/00
Investor Group The Cherry Corporation 04/24/00
Elyo (Suez Lyonnaise des
Eaux Group) Trigen Energy Corporation 09/20/99
Warburg, Pincus Ventures,
L.P. Knoll, Inc. 03/24/99
Bank of America National
Trust & Saving
Association BA Merchant Services, Inc. 10/22/98
Usinor S.A. J&L Specialty Steel, Inc. 09/23/98
Dow AgroSciences LLC Mycogen Corporation 04/30/98
Koninklijke KNP BT NV BT Office Products International Inc. 01/22/98
Investor Group BET Holdings, Inc. 09/11/97
All stock transactions
Newmont Mining Corporation Newmont Gold Company 09/29/98
Liberty Media Group Tele-Communications International, Inc. 07/13/98

The review indicated the following premiums:

Initial offer's premium to price
prior to initial announcement
-----------------------------------------
1 day prior 1 week prior 4 weeks prior
------------- ------------- -------------

Remaining interest acquired--all
cash or all stock
Low-20%
Range............................. (11.1%)-51.4% (17.9%)-55.6% (5.3%)-61.1%
Median............................ 15.2 22.2 39.1
20%-50%
Range............................. 1.2%-80.4% 2.5%-91.7% 7.4%-35.5%
Median............................ 17.1 33.3 23.5

Remaining interest acquired--all
stock
Range............................. (5.2%)-48.3% 20.8%-47.2% 44.5%-61.1%
Median............................ 21.6 34.0 52.8

Viacom's offer...................... 13.6%(/1/) 7.0%(/1/) 13.2%(/1/)

(/1/)Based on Viacom's implied offer price of $40.04 calculated using initial
exchange ratio of 0.564x.
--------

Final offer's premium to price
prior to initial announcement
--------------------------------------
4 weeks
1 day prior 1 week prior prior
------------ ------------ ------------

Remaining interest acquired--all cash
or all stock
Low-20%
Range................................ (5.2%)-51.4% 17.2%-55.6% 20.9%-101.7%
Median............................... 36.2 41.7 53.9
20%-50%
Range................................ 32.5%-103.1% 40.0%-112.5% 31.9%-77.4%
Median............................... 47.1 56.2 52.4
Remaining interest acquired--all stock
Range................................ (5.2%)-48.3% 20.8%-47.2% 44.5%-61.1%
Median............................... 21.6 34.0 52.8
Viacom's offer......................... 19.2%(/1/) 12.3%(/1/) 18.8%(/1/)

--------
(/1/)Based on Viacom's implied offer price of $42.03 calculated using revised
exchange ratio of 0.592x.

Deutsche Banc Alex. Brown believes that many of these transactions are not
directly comparable to this merger since most of them involved cash only
consideration and were substantially smaller in size than this merger.

Contribution analysis. Deutsche Banc Alex. Brown analyzed the relative pro
forma contributions of Viacom and the proportionate share of Infinity,
allocable to Infinity's public stockholders, based on the average of most
currently available research analysts' estimates, to the resultant pro forma
income statement of the combined company assuming the completion of the merger
on January 1, 2000. This analysis showed that on a pro forma combined basis
(excluding the effect of any synergies that may be realized as a result of the
merger, and non-recurring expenses relating to the merger), the relative
contributions of Viacom and the proportionate share of Infinity allocable to
Infinity's public stockholders would be as follows:

Relative contribution analysis

Proportionate
share of Infinity
allocable to Infinity's
Viacom Public Shareholders
------ -----------------------

2000E after-tax cash flow..................... 87.0% 13.0%
2001E after-tax cash flow..................... 87.4 12.6
2000E free cash flow.......................... 84.8 15.2
2001E free cash flow.......................... 86.0 14.0
Equity contribution in the merger(/1/)........ 86.5 13.5

--------
(/1/)As of the close of business on October 27, 2000.

Pro forma financial effects. Deutsche Banc Alex. Brown analyzed certain pro
forma effects of the merger. Based on such analysis, Deutsche Banc Alex. Brown
computed the resulting accretion/dilution to each of Viacom's and Infinity's
ATCF and FCF estimates on a per share basis for the fiscal year ending 2001,
without taking into account any cost savings, operating efficiencies, revenues
effects and financial synergies Viacom and Infinity could achieve if the merger
were consummated. Such analysis was based on the average of most currently
available research analysts' estimates, without taking into account non-cash
losses from unconsolidated investments and non-cash residual costs of Viacom.
Deutsche Banc Alex. Brown's analysis indicated the following approximate pro
forma financial effects on Infinity's and Viacom's ATCF and FCF:

Accretion/dilution(/1/) Initial exchange ratio Revised exchange ratio
----------------------- ---------------------- ----------------------

0.564x 0.592x
After-tax cash flow (ATCF) per share
Viacom stockholders............... (0.4%) (1.1%)
Infinity stockholders............. 3.0 7.4
Free cash flow (FCF) per share
Viacom stockholders............... 1.3% 0.6%
Infinity stockholders............. (7.8) (3.8)

--------
(/1/)Assuming the merger is consummated on January 1, 2001.

The foregoing summary describes analyses and factors that Deutsche Banc
Alex. Brown deemed material in its presentation to the special committee, but
is not a comprehensive description of all analyses performed and factors
considered by Deutsche Banc Alex. Brown in connection with preparing its
opinion. The preparation of a fairness opinion is a complex process involving
the application of subjective business judgment in determining the most
appropriate and relevant methods of financial analysis and the application of
those methods to the particular circumstances and, therefore, is not readily
susceptible to summary description. Deutsche Banc Alex. Brown believes that its
analyses must be considered as a whole and that considering any portion of such
analyses and of the factors considered without considering all analyses and
factors could create a misleading view of the process underlying the opinion.
In arriving at its fairness determination, Deutsche Banc Alex. Brown did not
assign specific weights to any particular analyses.

In conducting its analyses and arriving at its opinions, Deutsche Banc Alex.
Brown utilized a variety of generally accepted valuation methods. The analyses
were prepared solely for the purpose of enabling Deutsche Banc Alex. Brown to
provide its opinion to the special committee as to the fairness of the exchange
ratio, from a financial point of view, to the public stockholders of Infinity
and do not purport to be appraisals or necessarily reflect the prices at which
businesses or securities actually may be sold, which are inherently subject to
uncertainty. In connection with its analyses, Deutsche Banc Alex. Brown made,
and was provided by managements of Infinity and Viacom with, numerous
assumptions with respect to industry performance, general business and economic
conditions and other matters, many of which are beyond Infinity's or Viacom's
control. Analyses based on estimates or forecasts of future results are not
necessarily indicative of actual past or future values or results, which may be
significantly more or less favorable than suggested by such analyses. Because
such analyses are inherently subject to uncertainty, being based upon numerous
factors or events beyond the control of Infinity or Viacom or their respective
advisors, future results or actual values may be materially different from
these forecasts or assumptions.

The terms of the merger were determined through negotiations between the
special committee of Infinity's board of directors and Viacom and were approved
by the special committee and Infinity's board of directors. Although Deutsche
Banc Alex. Brown provided advice to the special committee during the course of
these negotiations, the decision to recommend the merger to Infinity's board of
directors was solely that of the special committee. As described above, the
opinion and presentation of Deutsche Banc Alex. Brown to the special committee
was only one of a number of factors taken into consideration by the special
committee in making its determination to recommend the merger to Infinity's
board of directors. Deutsche Banc Alex.

Brown's opinion was provided to the special committee to assist it in
connection with its consideration of the merger. The opinion of Deutsche Banc
Alex. Brown is addressed to the special committee and is not a recommendation
to the stockholders of Infinity to approve the merger. Deutsche Banc Alex.
Brown expressed no opinion as to the prices at which Infinity or Viacom common
stock would trade in the future. Deutsche Banc Alex. Brown's opinion is limited
to the fairness, from a financial point of view, of the exchange ratio to the
public stockholders of Infinity. Deutsche Banc Alex. Brown expressed no opinion
as to the merits of the decision by Infinity to engage in the merger.

As compensation for Deutsche Banc Alex. Brown's services in connection with
the merger, including rendering its opinion, Infinity has agreed to pay
Deutsche Banc Alex. Brown a customary fee, a portion of which was at the
discretion of the special committee and is payable upon completion of the
merger or, had the merger agreement not been signed, upon termination of
discussions with Viacom with respect to a transaction. In addition, regardless
of whether the merger is consummated, Infinity has agreed to reimburse Deutsche
Banc Alex. Brown for all reasonable out-of-pocket expenses incurred by Deutsche
Banc Alex. Brown in connection with the merger, including reasonable fees and
disbursements of its legal counsel. Infinity has also agreed to indemnify
Deutsche Banc Alex. Brown and certain related persons to the full extent lawful
against certain liabilities, including certain liabilities under the federal
securities laws, arising out of its engagement or the merger.

Deutsche Banc Alex. Brown is an internationally recognized investment
banking firm experienced in providing advice in connection with mergers and
acquisitions and related transactions. Deutsche Banc Alex. Brown and its
affiliates have, from time to time, provided investment banking and other
financial services to Infinity and Viacom or their respective affiliates for
which they have received or will receive compensation. In the ordinary course
of business, Deutsche Banc Alex. Brown and its affiliates may actively trade in
the securities and other instruments and obligations of Infinity and Viacom for
their own accounts and for the accounts of their customers. Accordingly,
Deutsche Banc Alex. Brown and its affiliates may at any time hold a long or
short position in such securities, instruments and obligations.

Opinion of Bear, Stearns & Co. Inc.

The full text of the Bear Stearns written opinion, dated October 30, 2000,
which sets forth, among other things, the assumptions made, some of the matters
considered and qualifications and limitations on the review undertaken by Bear
Stearns in connection with the opinion, is attached as Annex C to this proxy
statement/prospectus and is incorporated herein by reference. Infinity
stockholders are urged to read the opinion in its entirety. The summary of the
opinion set forth in this proxy statement/prospectus is qualified in its
entirety by reference to the full text of such opinion.

In reading the discussion of the Bear Stearns fairness opinion set forth
below, the public stockholders of Infinity Class A common stock should be aware
that Bear Stearns' opinion:

. was provided to the special committee for its benefit and use in
consideration of this transaction;

. did not address Infinity's underlying business decision to pursue this
transaction, the relative merits of this transaction as compared to any
alternative business strategies that might exist for Infinity, or the
effects of any other transaction in which Infinity might engage;

. did not constitute a recommendation to the special committee in
connection with its consideration of this transaction or to the public,
or unaffiliated, Class A stockholders of Infinity regarding how to vote
in connection with this transaction or any matter related thereto; and

. did not express any opinion as to the price or range of prices at which
the Class A common stock of Infinity or the Class A or Class B common
stock of Viacom may trade subsequent to the announcement

of the signing of the merger agreement or as to the price or range of
prices at which the Class A or Class B common stock of Viacom may trade
subsequent to the consummation of this transaction.

Although Bear Stearns evaluated the fairness of the exchange ratio from a
financial point of view to the public stockholders of Infinity Class A common
stock, the terms of this transaction were determined through negotiations
between the special committee of Infinity's board of directors and Viacom and
were approved by the special committee and Infinity's board of directors. While
Bear Stearns did provide financial advice to the special committee during the
course of these negotiations, the decision to recommend this transaction to the
Infinity board of directors was solely that of the special committee. Bear
Stearns' opinion was among several factors taken into consideration by the
special committee in making its determination to recommend this transaction and
the merger agreement.

In the course of performing its review and analyses for rendering its
opinion, Bear Stearns has:

. reviewed the merger agreement;

. reviewed Viacom's Annual Reports on Form 10-K for the years ended
December 31, 1997 through 1999, its Quarterly Reports on Form 10-Q for
the periods ended March 31, 2000 and June 30, 2000, its preliminary
earnings release for the period ended September 30, 2000, its Proxy
Statement on Schedule 14A dated June 5, 2000, its Current Report on Form
8-K/A dated May 4, 2000, and its Registration Statement on Form S-4 dated
November 24, 1999;

. reviewed CBS Corporation's Annual Reports on Form 10-K for the years
ended December 31, 1997 through 1999, and its Quarterly Report on Form
10-Q for the period ended March 31, 2000;

. reviewed Infinity's Annual Reports on Form 10-K for the years ended
December 31, 1998 and 1999, its Quarterly Reports on Form 10-Q for the
periods ended March 31, 2000 and June 30, 2000, its preliminary earnings
release for the period ended September 30, 2000, its Proxy Statements on
Schedule 14A dated March 30, 2000 and October 5, 1999, and its
Registration Statement on Form S-1 dated December 9, 1998 relating to its
initial public offering;

. reviewed certain operating and financial information, including a budget
for the year ended December 31, 2000, relating to Infinity's and Viacom's
businesses and prospects provided to Bear Stearns by their respective
managements;

. met with certain members of Infinity's and Viacom's senior management to
discuss Infinity's and Viacom's respective businesses, operations,
historical and fiscal year 2000 budgeted financial results and future
prospects;

. reviewed the historical prices, trading multiples and trading volumes of
Infinity Class A common stock and Viacom Class A and Class B common
stock;

. reviewed various public equity research reports, earnings estimates and
target stock prices for Infinity and Viacom;

. reviewed publicly available financial data, stock market performance data
and trading multiples of companies which Bear Stearns deemed generally
comparable to Infinity and Viacom;

. reviewed the financial terms of recent minority buy-in transactions and
recent mergers and acquisitions which Bear Stearns deemed generally
relevant to its analysis;

. reviewed the pro forma financial results, financial condition and
capitalization of Viacom after giving effect to this transaction; and

. conducted such other studies, analyses, inquiries and investigations as
Bear Stearns deemed appropriate.

In preparing its opinion, Bear Stearns relied upon and assumed, without
independent verification, the accuracy and completeness of the financial and
other information, including, without limitation the fiscal year

2000 budgets, provided to Bear Stearns by Infinity and Viacom. With respect to
Infinity's and Viacom's 2000 budgets, Bear Stearns assumed that they were
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the senior managements of Infinity and Viacom, as to the
expected year 2000 performance of Infinity and Viacom, respectively. Bear
Stearns did not assume any responsibility for the independent verification of
any such information or of the budgets provided to Bear Stearns, and relied
upon the assurances of the senior managements of Infinity and Viacom that they
were unaware of any facts that would make the information and budgets provided
to Bear Stearns incomplete or misleading.

In arriving at its opinion, Bear Stearns did not perform or obtain any
independent appraisal of the assets or liabilities (contingent or otherwise) of
Infinity and Viacom, nor was it furnished with any such appraisals. Bear
Stearns' opinion is necessarily based on economic, market and other conditions,
and the information made available to Bear Stearns, as of the date of its
opinion, and Bear Stearns undertook no obligation to update or revise its
opinion to reflect any developments occurring after that date.

Bear Stearns also assumed, with the consent of the special committee, that
this transaction will (a) qualify as a tax-free "reorganization" within the
meaning of Section 368(a) of the United States Internal Revenue Code of 1986 as
amended, (b) be accounted for under the purchase method of accounting, and (c)
otherwise be consummated in a timely manner without any regulatory limitations,
restrictions, conditions, amendments or modifications that collectively would
have a material effect on Infinity or Viacom.

Set forth below is a brief summary of the material valuation and financial
and comparative analyses considered by Bear Stearns in connection with the
rendering of the Bear Stearns opinion. This summary does not purport to be a
complete description of the analyses underlying the Bear Stearns opinion.

In performing its analyses, Bear Stearns made numerous assumptions with
respect to industry performance, general business, economic, market and
financial conditions and other matters, many of which are beyond the control of
Bear Stearns, Infinity and Viacom. Any estimates contained in the analyses
performed by Bear Stearns are not necessarily indicative of actual values or
future results, which may be significantly more or less favorable than
suggested by these analyses. Additionally, estimates of the value of businesses
or securities do not purport to be appraisals or to reflect the prices at which
such businesses or securities may actually be sold. Accordingly, these analyses
and estimates are inherently subject to substantial uncertainty.

Historical Stock Trading Analysis and Exchange Ratio Analysis. Bear Stearns
reviewed the historical stock trading performance of Infinity Class A common
stock and Viacom Class B common stock over the following time periods:

Stock Price
Performance--
Compound Annual
Growth Rate
---------------
Infinity Viacom
-------- ------

August 14, 1995-August 14, 2000................................. NA 24.3%
December 10, 1998-August 14, 2000............................... 28.7% 52.4%
August 14, 1999-August 14, 2000................................. 36.6% 69.0%
September 7, 1999-August 14, 2000............................... 24.3% 55.5%

Bear Stearns compared the stock price performance of Infinity to Clear
Channel Communications, Inc. and various indices during the last twelve months
ended August 14, 2000, the period from its initial public offering on December
10, 1998 to August 14, 2000 and since August 15, 2000, the day of the initial
announcement by Viacom that it had made a proposal to Infinity regarding the
merger until October 24, 2000, as illustrated by the table below:

Compound Annual Growth Rate % Change
--------------------------------- ----------------
August 14, 1999 December 10, 1998 August 15, 2000
to to to
August 14, 2000 August 14, 2000 October 24, 2000
--------------- ----------------- ----------------

Infinity................... 36.6% 28.7% (20.6)%
Clear Channel
Communications, Inc....... 23.8% 37.6% (33.8)%
Standard & Poor's 500 Index
(S&P)..................... 12.3% 15.8% (5.8)%
General Radio Index/1/ .... 32.9% 47.1% (25.6)%
Niche Radio Index/2/ ...... 25.0% 46.8% (36.7)%

--------
/1/Consists of Clear Channel Communications, Inc., Cox Radio, Inc., and
Entercom Communications Corp.
/2/Consists of Hispanic Broadcasting and Radio One, Inc. (Class A shares).

Bear Stearns also compared the stock price performance of Viacom to various
indices during the last twelve months ended August 14, 2000, the period from
the announcement of the CBS Corporation merger with Viacom on September 7, 1999
to August 14, 2000 and since the day of the initial announcement by Viacom that
it had made a proposal to Infinity regarding the merger until October 24, 2000,
as illustrated by the table below:

Compound Annual Growth Rate % Change
------------------------------- ----------------
August 14, 1999 Sept. 7, 1999 August 15, 2000
to to to
August 14, 2000 August 14, 2000 October 24, 2000
--------------- --------------- ----------------

Viacom........................ 69.0% 55.5% (18.9)%
S&P........................... 12.3% 11.2% (5.8)%
Diversified Media Index/1/ ... 41.9% 43.0% (21.3)%

--------
/1/Consists of The News Corporation Limited (preferred shares), Fox
Entertainment Group, Inc., USA Networks, Inc., and The Walt Disney Company.

Bear Stearns reviewed the relationship between the daily closing prices of
Infinity Class A common stock and Viacom Class B common stock during the period
from September 7, 1999 (the day of the announcement of the CBS Corporation
merger with Viacom) through August 14, 2000 and the implied historical exchange
ratios determined by dividing the price of Infinity Class A common stock by the
price of Viacom Class B common stock over such period. Bear Stearns did so in
order to compare the exchange ratio against historical implied exchange ratios.
The following table indicates the implied exchange ratio as of August 14, 2000
(the last trading day before the initial announcement by Viacom that it had
made a proposal to Infinity regarding the merger) and the average implied
historical exchange ratios for various periods leading up to August 14, 2000,
as well as the overall period high and low.

Historical
Exchange
Time Period Ratio
----------- ----------

August 14, 2000................................................... 0.496x
20 trading days ended August 14, 2000............................. 0.515x
60 trading days ended August 14, 2000............................. 0.522x
120 trading days ended August 14, 2000............................ 0.558x
240 trading days ended August 14, 2000............................ 0.613x
Period Average.................................................... 0.613x
Period High (10/20/99)............................................ 0.815x
Period Low (6/26/00).............................................. 0.485x

Pro Forma After-Tax Cash Flow and Free Cash Flow Analysis. Bear Stearns
analyzed the impact of this transaction using the exchange ratio and Viacom
Class B stock price as of October 24, 2000 on after-tax cash flow, defined as
net income plus depreciation and amortization (excluding minority interests)
plus interest expense and dividends from dilutive convertible securities
("ATCF"), and free cash flow, defined as ATCF less capital expenditures
(excluding minority interests) ("FCF"), of Infinity and Viacom on a net fully-
diluted per share basis, based on available Wall Street research analyst
estimates for fiscal years 2000E and 2001E excluding any one-time charges. Bear
Stearns also analyzed ATCF and FCF accretion/(dilution) adjusting for non-cash
residual costs and unconsolidated income/(loss). The following table presents
the implied accretion/(dilution) to Infinity stockholders based on the exchange
ratio.

Unadjusted Adjusted/1/
------------- -------------
2000E 2001E 2000E 2001E
----- ----- ----- -----

ATCF......................................... (2.8)% 1.3 % 3.3 % 7.4 %
FCF.......................................... (17.9)% (10.3)% (11.3)% (3.8)%

--------
1 Adjusted for non-cash residual costs and unconsolidated income/(loss).

Relative Contribution Analysis. Bear Stearns reviewed the relative
contribution of each of Infinity and Viacom to certain income statement
categories of the pro forma combined company, including 2000 and 2001 estimated
earnings before interest, taxes, depreciation and amortization ("EBITDA"), ATCF
and FCF based on available Wall Street research analyst estimates. Bear Stearns
then compared these contribution percentages to the proportion of the
enterprise value and equity value that Infinity Class A stockholders would
receive based on the exchange ratio and Viacom Class B common stock price as of
October 24, 2000. Bear Stearns determined the equity value based on the market
value of equity on a fully diluted basis (treasury method) ("Equity Value") and
the enterprise value by calculating the sum of its Equity Value, total debt and
the value of minority interests, minus cash and the value of unconsolidated
assets as estimated by their market value or available Wall Street research
analyst estimates ("Enterprise Value"). Bear Stearns observed that the Infinity
Class A stockholders' share of the combined pro forma Enterprise Value and
Equity Value would be 13.5% and 13.5%, respectively. Set forth below is
Infinity's proportional contribution to pro forma 2000 and 2001 estimated
EBITDA, ATCF and FCF, as well as to pro forma 2000 and 2001 estimated EBITDA,
ATCF and FCF adjusting for non-cash residual costs and unconsolidated
income/(loss):

Unadjusted Adjusted/1/
------------ ------------
2000E 2001E 2000E 2001E
----- ----- ----- -----

EBITDA................................................. 13.7% 12.9% NA NA
ATCF................................................... 13.9% 13.3% 13.0% 12.5%
FCF.................................................... 16.4% 15.0% 15.2% 14.0%

--------
1 Adjusted for non-cash residual costs and unconsolidated income/(loss).

Premium Analysis. Bear Stearns conducted (1) an analysis of the implied
premium to be paid to Infinity Class A stockholders; and (2) a comparison of
the implied premium to premiums paid in selected minority buy-in transactions
since January 1, 1998 to October 24, 2000 for public U.S. targets with
consideration of at least $100 million.

Bear Stearns calculated the implied premium to be paid to holders of
Infinity Class A common stock based on the exchange ratio and Viacom's Class B
common stock price as of August 14, 2000 to Infinity's Class A stock price one
day and 20 days prior to the initial announcement by Viacom that it had made a
proposal to Infinity regarding the merger. Given the volatility in the radio
sector and Viacom's Class B common stock price, Bear Stearns also calculated
the implied premium to be paid to holders of Infinity Class A common stock
based on the exchange ratio and Viacom's Class B common stock price as of
October 24, 2000 to Infinity's hypothetical stock price one day and 20 days
prior to October 25, 2000. The calculation of Infinity's hypothetical stock
price was based on the percentage decrease from August 14, 2000 to one day and
20 days

prior to October 25, 2000 in (1) Clear Channel Communications, Inc.'s stock
price; (2) Clear Channel Communications, Inc.'s Enterprise Value to 2001E
EBITDA multiple; and (3) the General Radio Index. The hypothetical analysis is
purely illustrative and not necessarily indicative of the actual declines that
Infinity's Class A common stock might have experienced had the initial
announcement of this transaction been made on October 25, 2000 instead of
August 15, 2000.

Infinity Stock Price
-----------------------------------
One Day Prior 20 Trading Days Prior
------------- ---------------------

Premium Paid to Infinity Class A
Stockholders:
Viacom Class B stock price as of August
14, 2000................................. 19.2% 18.8%

Viacom Class B stock price as of October
24, 2000:
Based on Clear Channel Communications,
Inc. price/1/ ........................... 40.4% 32.6%
Based on Clear Channel Communications,
Inc. multiple/2/ ........................ 38.1% 30.4%
Based on General Radio Index/3/ .......... 24.7% 41.9%

--------
1 Hypothetical Infinity Class A common stock price based on decrease in Clear
Channel Communications, Inc. stock price from 8/14/00 to one day or 20 days
prior to 10/25/00.
2 Hypothetical Infinity Class A common stock price based on decrease in Clear
Channel Communications, Inc. 2001E EBITDA multiple from 8/14/00 to one day or
20 days prior to 10/25/00.
3 Hypothetical Infinity Class A common stock price based on decrease in the
General Radio Index from 8/14/00 to one day or 20 days prior to 10/25/00.

Bear Stearns reviewed the one-day and 20-day premiums paid in 18 selected
minority buy-in transactions. Bear Stearns noted that all but two were for
cash. These transactions were:

Target Acquiror

BET Holdings Inc. Liberty Media Corp.
BT Office Products International Inc. NV Koninklijke KNP BT NV
Mycogen Corp. Dow AgroSciences (Dow
Tele-Communications International, Inc. Chemical Co.)
J&L Specialty Steel Inc. Liberty Media Group
Newmont Gold Co. Usinor SA
BA Merchant Services Inc. Newmont Mining Corp.
Citizens Corp. BankAmerica Corp.
Spelling Entertainment Group Inc. Allmerica Financial Corp.
Knoll, Inc. Viacom Inc.
Aqua Alliance Inc. Warburg, Pincus & Co.
Boise Cascade Office Products Corp. Vivendi S.A.
Trigen Energy Corp. Boise Cascade Corp.
Thermo BioAnalysis Corp. Suez Lyonnaise des Eaux S.A.
Hartford Life Inc. Thermo Instrument Systems Inc.
Cherry Corporation Hartford Financial Services
Phoenix Investment Partners Ltd. Group, Inc.
The Hertz Corporation Investor Group
Phoenix Home Life Mutual
Insurance Co.
Ford Motor Company

The following table presents the averages of one-day and 20-day premiums
calculated in minority buy-in transactions since January 1, 1998 to October 24,
2000 for public U.S. targets with consideration of at least $100 million.

Average Premium vs. Stock Price
--------------------------------------
One Day Prior to 20 Trading Days
Announcement Prior to Announcement
---------------- ---------------------

Average............................. 46.8% 53.6%
Median.............................. 44.0% 53.7%

Generally Comparable Company Analysis. Bear Stearns compared certain
operating, financial, trading and valuation information for Infinity to certain
publicly available operating, financial, trading and valuation information for
six selected companies (categorized into four groups), which, in Bear Stearns'
judgment, were generally comparable to Infinity for purposes of this analysis.
The generally comparable companies for Infinity were:

Large Outdoor
Capitalization General Radio Companies Niche Radio Companies Advertising
-------------- ----------------------- --------------------- -----------

Clear Channel Clear Channel Communications, Inc. Radio One, Inc. Lamar Advertising
Communications, Cox Radio, Inc. Hispanic Broadcasting Company
Inc.
Entercom Communications Corp.

Bear Stearns compared the value of these companies based on closing stock
prices as of October 24, 2000 against their EBITDA, ATCF, and FCF based on
available Wall Street research analyst estimates. A summary of the projected
multiples of Enterprise Value to EBITDA, and Equity Value to ATCF and FCF for
estimated calendar year 2001 results is set forth below:

Enterprise Value / 2001E EBITDA
-------------------------------
Range Harmonic Mean
-------------------------------

Large Capitalization...................... 14.8x NM
General Radio Companies................... 13.3x-16.8x 14.8x
Niche Radio Companies..................... 13.2x-23.2x 16.8x
Outdoor Advertising....................... 15.0x NM

Equity Value / 2001E
-----------------------------------------
ATCF FCF
-------------------- --------------------
Harmonic Harmonic
Range Mean Range Mean
----------- -------- ----------- --------

Large Capitalization.................. 17.9x NM 19.3x NM
General Radio Companies............... 16.2x-21.1x 18.2x 18.5x-23.6x 20.2x
Niche Radio Companies................. 11.4x-32.6x 16.9x 12.7x-34.7x 18.6x
Outdoor Advertising................... 15.3x NM 18.0x NM

Bear Stearns noted that for calendar year 2001, the implied multiples of
Enterprise Value to estimated EBITDA, Equity Value to estimated ATCF and Equity
Value to estimated FCF of Infinity, based on the 0.592x exchange ratio were
19.5x, 28.9x, and 30.9x, respectively, as implied by Viacom Class B common
stock price of $56.38 as of October 24, 2000. Bear Stearns also noted that none
of the generally comparable companies is identical to Infinity and that,
accordingly, any analysis of generally comparable companies necessarily
involved complex consideration and judgments concerning differences in
financial and operating characteristics and other factors that would
necessarily affect the relative trading value of Infinity versus the companies
to which Infinity was being compared.

Bear Stearns also compared certain operating, financial, trading and
valuation information for Viacom to certain publicly available operating,
financial, trading and valuation information for four selected companies,

which, in Bear Stearns' judgment, were generally comparable to Viacom for
purposes of this analysis. The generally comparable companies for Viacom were
The Walt Disney Company, The News Corporation Limited, Fox Entertainment Group,
Inc., and USA Networks, Inc.

Bear Stearns compared the value of these companies based on closing stock
prices as of October 24, 2000 against their EBITDA based on an average of
available Wall Street research analyst estimates. A summary of the projected
multiples of Enterprise Value to EBITDA for calendar year 2001 is set forth
below:

Enterprise Value / 2001E EBITDA
-------------------------------

Range........................................................... 9.3x-14.1x
Harmonic Mean................................................... 11.6x

Bear Stearns observed that for estimated calendar year 2001 results, the
implied multiples of Enterprise Value to estimated EBITDA of Viacom was 18.3x
as of October 24, 2000 as compared to the harmonic mean of 11.6x for generally
comparable companies. Bear Stearns noted that Viacom had relatively higher
expected growth prospects and a different business mix than the companies to
which it was being compared. Bear Stearns also noted that none of the generally
comparable companies is identical to Viacom and that, accordingly, any analysis
of generally comparable companies necessarily involved complex consideration
and judgments concerning differences in financial and operating characteristics
and other factors that would necessarily affect the relative trading value of
Viacom versus the companies to which Viacom was being compared.

M&A Transaction Analysis. Bear Stearns reviewed and analyzed the publicly
available financial terms of 13 selected merger and acquisition transactions in
two relevant industry segments in which, in Bear Stearns' judgment, the targets
were generally comparable to Infinity, and compared the financial terms of
these transactions to the valuation multiples implied by the 0.592x exchange
ratio. Bear Stearns noted that none of the selected merger and acquisition
transactions included the sale of minority interests in public companies. The
13 transactions consisted of transactions completed or announced since January
1, 1998 to October 24, 2000 for U.S. targets with consideration of at least
$500 million in the radio broadcasting and outdoor advertising sectors. These
transactions were:

Target Acquiror
------ --------

Radio Broadcasting:
Clear Channel Communications, Inc. (12
stations) Radio One, Inc.
Clear Channel Communications, Inc. (18
stations) Infinity Broadcasting Corporation
AMFM, Inc. Clear Channel Communications, Inc.
Sinclair Broadcast Group Inc. (selected
stations) Entercom Communications Corp.
Jacor Communications, Inc. Clear Channel Communications, Inc.
Capstar Broadcasting Corp. Chancellor Media Corporation
American Radio Systems Corp. CBS Corporation
SFX Broadcasting, Inc. Capstar Broadcasting Corp.

Outdoor Advertising:
Chancellor Outdoor Lamar Advertising Company
Outdoor Systems, Inc. Infinity Broadcasting Corporation
Whiteco Outdoor Chancellor Media Corporation
More Group plc Clear Channel Communications, Inc.
Universal Outdoor Holdings, Inc. Clear Channel Communications, Inc.

Bear Stearns reviewed the prices paid in these transactions and analyzed
various operating and financial information and imputed valuation multiples and
ratios. Bear Stearns' analysis of the selected transactions indicated that the
range of Enterprise Value multiples to EBITDA for the latest available 12
months as of the date of the initial acquisition announcement relating to such
acquisitions were:

Enterprise Value / Latest
Twelve Months EBITDA
-------------------------
Range Harmonic Mean
----------- -------------

Radio Broadcasting Companies........................ 15.4x-30.3x 20.5x
Outdoor Advertising Companies....................... 13.1x-23.4x 16.4x
Infinity Transaction (implied multiple based on the
Exchange Ratio and Viacom Class B stock price of
$56.38 as of October 24, 2000):
Based on 1999PF EBITDA............................ 26.7x
Based on 2000E EBITDA............................. 22.5x

Bear Stearns noted that none of the selected transactions either involved
enterprises that were identical to Infinity and Viacom or were identical to
this transaction and that, accordingly, any analysis of the selected
transactions necessarily involved complex consideration and judgments
concerning differences in financial and operating characteristics and other
factors that would necessarily affect the acquisition value of Infinity
compared with the acquisition values of the companies in the selected
transactions.

The preparation of a fairness opinion is a complex process and involves
various judgments and determinations as to the most appropriate and relevant
assumptions and financial analysis and the application of these methods to the
particular circumstances involved. Fairness opinions therefore are not readily
susceptible to partial analysis or summary description, and taking portions of
the analyses set out above, without considering the analyses as a whole, would,
in the view of Bear Stearns, create an incomplete and misleading picture of the
processes underlying the analyses considered in rendering its opinion. Bear
Stearns did not form an opinion as to whether any individual analysis or factor
(positive or negative), considered in isolation, supported or failed to support
its opinion. In arriving at its opinion, Bear Stearns considered the results of
its separate analyses and did not attribute particular weight to any one
analysis or factor. The analyses performed by Bear Stearns, particularly those
based on estimates and projections, are not necessarily indicative of actual
values or actual future results, which may be significantly more or less
favorable than suggested by these analyses. These analyses were prepared solely
as part of the Bear Stearns analysis of the fairness, from a financial point of
view, of the exchange ratio to the public stockholders of Infinity Class A
common stock.

As compensation for Bear Stearns' services in connection with the merger,
including rendering its opinion, Infinity has agreed to pay Bear Stearns a
customary fee, a portion of which was at the discretion of the special
committee and is payable upon completion of the merger or, had the merger
agreement not been signed, upon termination of discussions with Viacom with
respect to a transaction. In addition, regardless of whether the merger is
consummated, Infinity has agreed to reimburse Bear Stearns for all reasonable
out-of-pocket expenses incurred by Bear Stearns in connection with this
transaction, including reasonable fees and disbursements of its legal counsel.
Infinity has also agreed to indemnify Bear Stearns and certain related persons
to the full extent permitted by law, against certain liabilities, including
certain liabilities under the federal securities laws, arising out of its
engagement or the merger.

Bear Stearns is an internationally recognized investment banking firm that
has substantial experience with a variety of transactions in the media and
entertainment industry, including business combinations. Bear Stearns, as part
of its investment banking business, is regularly engaged in the valuation of
businesses and securities in connection with mergers and acquisitions,
divestitures, negotiated underwritings, primary and secondary distributions of
listed and unlisted securities, and private placements. Bear Stearns and its
affiliates have previously rendered certain investment banking and financial
advisory services to Infinity and Viacom, for which Bear Stearns or its
affiliates received customary compensation. Bear Stearns and its affiliates may
actively trade the securities of Infinity and/or Viacom for its own account and
for the accounts of it customers and, accordingly, Bear Stearns and its
affiliates may at any time hold a long or short position in these securities.

Accounting Treatment

The merger will be accounted for at historical costs, with the exception of
the minority interest which will be accounted for under the purchase method of
accounting in accordance with generally accepted accounting principles.
Accordingly, the cost to acquire the Infinity minority interest in excess of
its carrying value will be allocated on a pro rata basis to the assets acquired
and liabilities assumed based on their fair values, with any excess being
allocated to goodwill and amortized over its estimated useful life. A final
determination of the intangible asset lives and required purchase accounting
adjustments, including the allocation of the purchase price to the assets
acquired and liabilities assumed based on their respective fair values, has not
yet been made. Accordingly, the purchase accounting adjustments made in
connection with the development of the unaudited pro forma combined condensed
financial information appearing elsewhere in or incorporated by reference into
this proxy statement/prospectus are preliminary and have been made solely for
purposes of developing that pro forma information.

Federal Income Tax Consequences

The following is a summary of the material anticipated U.S. federal income
tax consequences of the merger to holders of Infinity Class A common stock who
hold such stock as a capital asset. This summary is based on the Internal
Revenue Code, Treasury regulations, administrative rulings and court decisions,
all as in effect as of the date hereof and all of which are subject to change
at any time (possibly with retroactive effect). This summary is not a complete
description of all the consequences of the merger and, in particular, may not
address U.S. federal income tax considerations applicable to stockholders
subject to special treatment under U.S. federal income tax law (including, for
example, non-U.S. persons, financial institutions, dealers in securities,
insurance companies, tax-exempt entities, holders who acquired Infinity Class A
common stock pursuant to the exercise of an employee stock option or right or
otherwise as compensation, and holders who hold Infinity Class A common stock
as part of a hedge, straddle or conversion transaction). In addition, no
information is provided in this proxy statement/prospectus with respect to the
tax consequences of the merger under applicable foreign, state or local laws.
Holders of Infinity Class A common stock are urged to consult with their own
tax advisors regarding the U.S. federal income and other tax consequences of
the merger to them, including the effects of state, local and foreign tax laws.

The obligations of the parties to complete the merger are conditioned upon
the receipt by Viacom of an opinion of counsel from Weil, Gotshal & Manges LLP,
and the receipt by Infinity of an opinion of counsel from Skadden, Arps, Slate,
Meagher & Flom LLP, in each case subject to the qualifications discussed below
that the merger will be treated as a "reorganization" within the meaning of
Section 368(a) of the Code, and that each of Viacom, IBC Merger Corp. and
Infinity will be a party to the reorganization. As a reorganization, the U.S.
federal income tax consequences of the merger can be summarized as follows:

. No gain or loss will be recognized by Viacom, IBC Merger Corp. or
Infinity as a result of the merger;

. No gain or loss will be recognized by the holders of Infinity Class A
common stock who exchange all of their Infinity Class A common stock
solely for Viacom non-voting Class B common stock pursuant to the merger
(except with respect to cash received in lieu of a fractional share
interest in Viacom non-voting Class B common stock);

. The aggregate tax basis of the Viacom non-voting Class B common stock
received by holders of Infinity Class A common stock who exchange all of
their shares pursuant to the merger will be the same as the aggregate tax
basis of the Infinity Class A common stock surrendered in exchange
therefor (reduced by any amount of tax basis allocable to a fractional
share interest in Viacom non-voting Class B common stock for which cash
is received); and

. The holding period of a share of Viacom non-voting Class B common stock
received in the merger will include the holder's holding period for the
Infinity Class A common stock surrendered in exchange therefor.

Each of Weil, Gotshal & Manges LLP and Skadden, Arps, Slate, Meagher & Flom
LLP will render its tax opinion to Viacom and Infinity, respectively, on the
basis of facts, representations and assumptions set forth or referred to in
such opinion which are consistent with the state of facts existing at the
effective time of the merger. In rendering its tax opinion, each such counsel
may require and rely upon representations and covenants, including those
contained in certificates of officers of Viacom, IBC Merger Corp., Infinity and
CBS Broadcasting, Inc., reasonably satisfactory in form and substance to such
counsel. The tax opinions are not binding on the Internal Revenue Service or
the courts, and the parties do not intend to request a ruling from the IRS with
respect to the merger. Accordingly, there can be no assurance that the IRS will
not challenge such conclusion or that a court will not sustain such challenge.

Cash received by a holder of Infinity Class A common stock in lieu of a
fractional share interest in Viacom non-voting Class B common stock will be
treated as received in disposition of such fractional share interest, and an
Infinity stockholder will generally recognize capital gain or loss for U.S.
federal income tax purposes measured by the difference between the amount of
cash received and the portion of the tax basis of the share of Infinity Class A
common stock allocable to such fractional share interest. Any such gain or loss
will be capital gain or loss and will be long-term capital gain or loss if the
holding period of such fractional share, as determined above, exceeds one year.
In the case of individuals, the maximum federal income tax rate applicable to
long-term capital gains generally is 20%.

Under the Internal Revenue Code, a holder of Infinity Class A common stock
may be subject, under certain circumstances, to backup withholding at a rate of
31% with respect to the amount of cash, if any, received instead of fractional
share interests unless the holder provides proof of an applicable exemption or
a correct taxpayer identification number, and otherwise complies with
applicable requirements of the backup withholding rules. Any amounts withheld
under the backup withholding rules are not an additional tax and may be
refunded or credited against the holder's federal income tax liability,
provided the required information is furnished to the Internal Revenue Service.

Merger Consideration

At the effective time of the merger, each outstanding share of Infinity
Class A common stock and Class B common stock will be converted into the right
to receive 0.592 of a fully paid and nonassessable share of Viacom non-voting
Class B common stock, except that a payment will be made in lieu of fractional
shares as described below. Any shares of Infinity Class A common stock or Class
B common stock held by any direct or indirect wholly owned subsidiary of Viacom
or Infinity will be included in the exchange, but any shares of Infinity Class
A common stock or Class B common stock held by Infinity will not be included,
as described in the next paragraph. As of the effective time of the merger, all
shares of Infinity Class A common stock and Class B common stock will no longer
be outstanding, will automatically be cancelled and will cease to exist, and
each holder of a certificate representing any shares of Infinity Class A common
stock and Class B common stock will cease to have any rights other than the
right to receive the merger consideration. The exchange ratio was determined
through arm's-length negotiations between Viacom and the special committee of
Infinity's board of directors.

As of the effective time of the merger, any shares of Infinity Class A
common stock and Class B common stock owned by Infinity immediately prior to
the effective time of the merger will be cancelled and retired and will cease
to exist and no consideration will be delivered in exchange for these shares.

Conversion of Shares; Procedures for Exchange of Certificates; Fractional
Shares

The conversion of Infinity Class A common stock into the right to receive
Viacom non-voting Class B common stock and the right to receive a cash payment
instead of fractional shares will occur automatically at the effective time of
the merger. As soon as practicable after the effective time of the merger, a
bank or trust company designated by Viacom and reasonably acceptable to
Infinity, in its capacity as exchange agent, will send written instructions and
a transmittal letter to each former Infinity stockholder. These documents will

contain instructions on how to obtain shares of Viacom Class B common stock in
exchange for shares of Infinity Class A common stock. Infinity stockholders
should not send in their stock certificates until they receive the transmittal
letter and accompanying materials from the exchange agent.

In the event of a transfer of ownership of Infinity Class A common stock
which is not registered in the records of Infinity's transfer agent, a
certificate representing the proper number of shares of Viacom Class B common
stock, as appropriate, may be issued to a person other than the person in whose
name the certificate surrendered is registered if the certificate is properly
endorsed or otherwise is in proper form for transfer and the person requesting
the issuance pays any required transfer or other taxes required by reason of
the issuance of shares of Viacom Class B common stock to a person other than
the registered holder of the certificate or establishes to the satisfaction of
Viacom that the taxes have been paid or are not applicable.

All shares of Viacom Class B common stock issued upon conversion of shares
of Infinity Class A common stock, together with any cash payment instead of
fractional shares of Viacom Class B common stock, will be deemed to have been
issued and paid in full satisfaction of all rights pertaining to the shares of
Infinity Class A common stock, subject to Viacom's obligation to pay any
dividends or make any other distributions with a record date after the
effective time of the merger that may have been declared or made by Viacom on
shares of Viacom Class B common stock after the effective time of the merger
and which remain unpaid prior to the issuance of Viacom Class B common stock in
exchange for Infinity Class A common stock in the merger.

No fractional shares of Viacom Class B common stock will be issued to any
Infinity stockholder upon surrender of certificates previously representing
Infinity Class A common stock. For each fractional share of Viacom Class B
common stock that would otherwise be issued, Viacom, through the exchange
agent, will pay to Infinity stockholders an amount equal to the product
obtained by multiplying the fractional share interest to which the stockholder
would otherwise be entitled by the 4:00 p.m. closing price for a share of
Viacom Class B common stock as reported in The Wall Street Journal (Northeast
edition), or, if there is no such report in The Wall Street Journal, any other
authoritative source, on the first trading day immediately following the
effective time of the merger.

Litigation

In August 2000, at least sixteen putative class action lawsuits were filed
against Infinity, members of Infinity's board of directors, and Viacom in the
Court of Chancery of the State of Delaware and the Supreme Court of the State
of New York. The plaintiffs purported to be holders of Infinity's Class A
common stock. In general, plaintiffs alleged that the defendants breached
fiduciary and other duties to the plaintiffs in their consideration of a
proposal by Viacom to acquire in a merger transaction all of the issued and
outstanding shares of Class A common stock of Infinity for 0.564 of a share of
Viacom non-voting Class B common stock per share of Infinity Class A common
stock. The complaints seek an order declaring that defendants have breached
their fiduciary duties, enjoining the proposed transaction; awarding
compensatory damages in an unspecified amount, awarding costs and expenses; and
awarding such other relief as the courts may deem just and proper.

On August 31, 2000, the Court of Chancery of the State of Delaware issued an
Order consolidating the eleven actions filed in that state (now captioned In re
Infinity Broadcasting Shareholders Litigation).

The plaintiffs in the Delaware actions, by their counsel, entered into a
memorandum of understanding, dated as of October 30, 2000, with the defendants,
by their counsel, pursuant to which the parties have agreed to settle the
lawsuits based upon Viacom's revised offer to increase the exchange ratio for
the merger transaction from Viacom's proposal of 0.564 of a share of Viacom
non-voting Class B common stock for each of Infinity's outstanding shares of
Class A common stock to 0.592 of a share of Viacom non-voting Class B common
stock for each of Infinity's outstanding shares of Class A common stock. The
proposed settlement, which provides for the release of all claims by the
plaintiffs and all class members against the defendants arising from the
merger, is subject to, among other things, the approval of the settlement by
the Court of Chancery of the State of Delaware.

The five New York actions have not been consolidated. The complaint in
Greenfield v. Infinity Broadcasting Corp., et al., which was filed in Supreme
Court, Kings County, has not been served on the defendants. Two complaints
filed in Supreme Court, New York County, Grill v. Conrades, et al. and Wiechner
v. Infinity Broadcasting Corp., et al., have been discontinued without
prejudice. Two complaints remain pending in Supreme Court, New York County. The
defendants must answer or otherwise respond to the amended complaints filed in
Juarez v. Infinity Broadcasting Corp., et al. and Pezza-Fiorillo v. Infinity
Broadcasting Corp., et al. by February 15, 2001. On November 6, 2000, plaintiff
in the Juarez action filed a motion with the court seeking an order enjoining
the defendants from taking any action that would result in the release of the
claims asserted in that action. That motion was heard by the court on November
20, 2000 and the court denied Plaintiff's motion.

Effective Time of the Merger

The effective time of the merger will be the time of the filing of the
certificate of merger with the Secretary of State of the State of Delaware or
any later time as is agreed upon by Viacom and Infinity and specified in the
certificate of merger.

Federal Securities Laws Consequences

The Viacom Class B common stock to be issued pursuant to the merger
agreement will not be subject to any restrictions on transfer arising under the
Securities Act of 1933, except for shares issued to any Infinity stockholder
who may be deemed to be an "affiliate" of Infinity or Viacom for purposes of
Rule 145 under the Securities Act. It is expected that each affiliate will
enter into an agreement with Viacom providing that the affiliate will not
transfer any Viacom Class B common stock received in the merger except in
compliance with the resale provisions of Rule 144 or 145 under the Securities
Act or as otherwise permitted under the Securities Act. The merger agreement
requires Infinity to use its reasonable best efforts to cause its affiliates to
enter into these agreements, and Infinity has represented and warranted that it
has advised its affiliates of the resale restrictions imposed by applicable
securities laws. This proxy statement/prospectus does not cover resales of
Viacom Class B common stock by any person upon completion of the merger, and no
person is authorized to make any use of this proxy statement/prospectus in
connection with any such resale.

No Dissenters' Rights of Appraisal

Infinity stockholders do not have appraisal rights in connection with the
merger.

Regulatory Approvals

The completion of the merger is conditioned on and subject to the prior
approval of the Federal Communications Commission with respect to the transfer
of certain FCC licenses. The FCC has granted all such approvals.

Listing on the New York Stock Exchange of Viacom's Class B Common Stock to Be
Issued in the Merger

The New York Stock Exchange has authorized listing on the NYSE of the shares
of Viacom Class B common stock to be issued to the Infinity stockholders in the
merger.

Delisting and Deregistration of Infinity Class A Common Stock; Cessation of
Infinity Periodic Reporting

If the merger is completed, the shares of Infinity Class A common stock will
be delisted from the NYSE and will be deregistered under the Exchange Act. Upon
deregistration, Infinity will no longer be required to make periodic filings of
annual and quarterly reports, current reports or proxy statements with the SEC.

THE MERGER AGREEMENT

The following summary of the merger agreement is qualified by reference to
the complete text of the merger agreement, which is attached as Annex A to this
proxy statement/prospectus and is incorporated herein by reference.

The Merger

Under the terms of the merger agreement, Infinity will merge with and into
IBC Merger Corp., a wholly owned subsidiary of Viacom, in accordance with
Delaware law, with IBC Merger Corp. continuing as the surviving corporation and
as a wholly owned subsidiary of Viacom.

Approval of the Merger

Under Section 251 of the Delaware corporation law, the merger agreement must
be adopted by holders of a majority of the combined voting power of all
outstanding shares of Infinity Class A and Class B common stock. CBS
Broadcasting, Inc., a wholly owned subsidiary of Viacom, owns 100% of the
Infinity Class B common stock, representing approximately 90% of the combined
voting power of all outstanding Infinity shares. Viacom has agreed in the
merger agreement to cause all of the shares of Infinity Class B common stock
held by CBS Broadcasting, Inc. to be voted in favor of the merger. Therefore,
the approval required by Section 251 is assured.

A recently decided Delaware Chancery Court decision involving corporations
unrelated to Viacom or Infinity, In re: Digex Inc. Shareholders Litigation, has
created uncertainty about whether Section 203 of the Delaware corporation law
also requires that the merger be approved by holders of 66 2/3% of all
outstanding shares of Infinity common stock other than those owned by Viacom or
subject to the voting agreement between Viacom and Messrs. Levine and Moreno.
Viacom and Infinity, with the concurrence of the special committee of
Infinity's board of directors, have decided to seek such approval by Infinity's
minority stockholders to eliminate any uncertainty created by the Digex
decision. If the merger is not approved by the requisite affirmative vote of
Infinity's stockholders pursuant to Section 203, Viacom and Infinity will
consider their options and alternatives in light of then-prevailing
circumstances, but they have agreed that the merger would not be closed in such
case absent the concurrence of both Viacom and the special committee of
Infinity's board of directors. In the event the merger is closed in such case,
Viacom does not intend to change the form or amount of consideration being
offered in the merger.

Effective Time and Closing of the Merger

The closing of the merger will take place on the third business day after
the satisfaction or, if permissible, waiver of the conditions to closing set
forth in the merger agreement or such other date as may be agreed in writing.
On the closing date, the merger will be completed by the filing of the
certificate of merger with the Secretary of State of the State of Delaware. The
effective time of the merger will be the time of such filing, or any later time
as may be agreed by the parties and specified in the certificate of merger.

Conversion of Securities

At the effective time of the merger, each outstanding share of Infinity
Class A common stock and each share of Infinity Class B common stock, in each
case, issued and outstanding immediately prior to the effective time of the
merger, including any shares owned by any direct or indirect wholly owned
subsidiary of Viacom or Infinity but excluding any shares held in the treasury
of Infinity, will be converted into the right to receive 0.592 of a share of
Viacom non-voting Class B common stock and cash in lieu of any fractional
share, if any. At the effective time of the merger, each share held in the
treasury of Infinity will be cancelled and extinguished and no payment will be
made for those shares. After the effective time of the merger, each certificate
that previously represented shares of Infinity Class A common stock will
represent only the right to receive the Viacom non-voting Class B common stock
into which the shares of Infinity Class A common stock are converted in the
merger and cash in lieu of fractional shares, if any.

As soon as practicable after the effective time of the merger, a bank or
trust company designated by Viacom and reasonably acceptable to Infinity will,
in its capacity as exchange agent, send written instructions and a transmittal
letter to each former Infinity stockholder. These documents will contain
instructions on how to obtain shares of Viacom non-voting Class B common stock
in exchange for shares of Infinity Class A common stock. Infinity stockholders
should not send in their stock certificates until they receive the transmittal
materials from the exchange agent.

Representations and Warranties of Viacom and Infinity

Viacom and Infinity made mutual customary representations and warranties in
the merger agreement regarding the following:

. corporate organization and qualification to do business of each of the
companies and their subsidiaries;

. validity and effectiveness of certificates of incorporation and by-laws;

. capitalization of the companies, and, in the case of Viacom, ownership of
shares of Infinity Class B common stock;

. authority to enter into the merger agreement;

. absence of conflicts between the merger agreement and the merger, on the
one hand, and other contractual and legal obligations of the companies,
on the other hand;

. requirement of consents, approvals, filings or other authorizations to
enter into the merger agreement and complete the merger;

. operation of each company's business in material compliance with such
company's permits and licenses and applicable laws;

. compliance with all applicable SEC filing requirements and accuracy and
completeness of SEC filings;

. financial statements contained in SEC filings;

. litigation;

. intellectual property;

. tax matters;

. in the case of Viacom, IBC Merger Corp. has engaged in no business
activities;

. in the case of Infinity, opinions of financial advisors to the special
committee of the Infinity board of directors having been received; and

. use of brokers.

None of the representations and warranties made in the merger agreement will
survive the closing of the merger.

Mutual Covenants of Viacom and Infinity

Viacom and Infinity have agreed as follows:

. Viacom and Infinity will cooperate in preparing the proxy
statement/prospectus necessary to complete the merger. Viacom will
prepare and file with the SEC a registration statement on Form S-4 in
which this proxy statement will be included as a prospectus;

. Infinity will take all action necessary to seek approval of the merger
and adoption of the merger agreement by the requisite vote of Infinity's
stockholders in accordance with Delaware law and

Infinity's restated certificate of incorporation and restated by-laws, and
Viacom will cause all Infinity shares owned by it to be voted in favor of
the approval of the merger and the adoption of the merger agreement;

. each company will allow the other company and its representatives
reasonable access to such company's corporate records;

. the certificate of incorporation and by-laws of the surviving corporation
will contain indemnification provisions in favor of Infinity's officers
and directors that are no less favorable than those contained in
Infinity's current restated certificate of incorporation and by-laws;

. subject to dollar limitations, the surviving corporation will maintain
for six years following the merger, directors' and officers' liability
insurance covering those persons who are currently covered by Infinity's
directors' and officers' liability insurance policy on terms comparable
to Infinity's existing coverage; Viacom will guarantee the prompt payment
and performance of IBC Merger Corp. of its indemnification and insurance
obligations under the merger agreement;

. each company will (1) take all appropriate action to make the merger
effective, (2) obtain from governmental entities any consents, licenses,
permits, waivers, approvals, authorizations or orders required to be
obtained in connection with the merger and the merger agreement, and (3)
make all necessary filings with respect to the merger and the merger
agreement as required, among others, by the state and federal securities
laws;

. none of Viacom, IBC Merger Corp. or Infinity will take any action that
would adversely affect the qualification of the merger as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code;

. Viacom will promptly prepare and submit an application to the NYSE for
the listing of the shares of Viacom Class B common stock to be issued in
the merger;

. Infinity will take all action reasonably necessary to cause to be
transferred to Infinity Media Corporation, prior to the effective time of
the merger, (1) the assets of WCCO-AM, Minneapolis and/or WLTE-FM,
Minneapolis and (2) the capital stock of Infinity Radio Inc., Infinity
Technical Services Inc., Infinity Outdoor, Inc. and Spark Network
Services, Inc.; Infinity will take all other action reasonably necessary
to transfer to Infinity Media Corporation or any other subsidiary of
Infinity designated by Viacom, prior to the effective time of the merger,
the assets or capital stock of any other subsidiaries of Infinity
designated by Viacom, as may reasonably be requested by Viacom;

. Viacom will cause IBC Merger Corp. to perform its obligations under the
merger agreement;

. the companies will consult with each other regarding any public
announcements they make concerning the merger; and

. Infinity will notify Viacom of all persons that may be deemed affiliates
of Infinity under Rule 145 of the Securities Act, and Infinity will use
its reasonable best efforts to obtain from each affiliate a letter in
which the affiliate agrees to comply with the resale restrictions of
Rules 144 and 145 under the Securities Act following the merger.

Conduct of Business Prior to the Closing

Viacom and Infinity have each agreed that, subject to exceptions, between
the execution of the merger agreement and the effective time of the merger,
each company and its respective subsidiaries will:

. conduct their businesses in the ordinary course of business and in a
manner consistent with past practice;

. use their reasonable best efforts to preserve substantially intact their
business organizations and to keep available the services of their
current officers, employees and consultants and maintain their current

relationships with customers, distributors, dealers, suppliers and other
persons that have significant business relations with the companies;

. use their reasonable best efforts to maintain and keep its properties and
assets in as good repair and condition as at present, ordinary wear and
tear excepted; and

. in the case of Infinity, take no action with respect to Infinity stock
options that would result in an acceleration of vesting of Infinity's
stock options.

Notification of Certain Matters

Each company will promptly notify the other company of any event that would
likely cause any of its representations or warranties in the merger agreement
to be untrue or inaccurate in any material respect or any of its material
covenants or conditions in the merger agreement not to be complied with or
satisfied, or any material failure to comply with or satisfy any such covenant
or condition.

Infinity will give prompt written notice to Viacom of any proposal, offer or
other communication from any person (1) relating to any acquisition or purchase
of all or any material portion of the capital stock, or a material portion of
the assets, of Infinity or any of its subsidiaries or (2) to enter into any
business combination, or extraordinary business transaction, involving or
otherwise relating to Infinity or any of its subsidiaries. Infinity has agreed
to notify Viacom promptly if any such proposal or offer, or any inquiry or
other contact with any person with respect to any such proposal or offer, is
made and to indicate in reasonable detail the identity of the person making
such proposal, offer, inquiry or contact and the applicable terms and
conditions.

Conditions to Closing

The obligations of Viacom, IBC Merger Corp. and Infinity to complete the
merger are subject to the satisfaction or, if permissible, waiver of the
following conditions:

. the merger and the merger agreement having been approved and adopted by
the requisite affirmative vote of Infinity's stockholders;

. the SEC having declared effective the Viacom registration statement, of
which this proxy statement/prospectus forms a part, and there existing no
stop order or other action to suspend the effectiveness of the
registration statement;

. no governmental authority or court having entered an order or taken other
legal action making the merger illegal or otherwise prohibiting its
completion;

. authorization for listing on the NYSE of the shares of Viacom Class B
common stock to be issued to Infinity stockholders in the merger, subject
to official notice of issuance;

. receipt of all authorizations, consents, waivers, orders or approvals
required to be obtained from the Federal Communications Commission in
connection with the merger;

. the continued truthfulness and accuracy of the representations and
warranties, except as would not have a material adverse effect, and the
performance or compliance in all material respects with all agreements
and covenants, and receipt from the other party of a certificate of an
officer certifying to the foregoing; and

. each company having received an opinion from its tax counsel that the
merger will qualify as a tax-free reorganization under Section 368(a) of
the Internal Revenue Code.

Termination

The merger agreement may be terminated and the merger abandoned at any time
prior to the closing date:

. by mutual written consent duly authorized by the boards of directors of
Viacom, IBC Merger Corp. and Infinity, if such termination is also
approved by the special committee of the Infinity board of directors;

. by Viacom, IBC Merger Corp. or Infinity, if the merger is not completed
on or prior to April 30, 2001, except that the right to terminate this
agreement will not be available to any party whose failure to fulfill any
obligation under the merger agreement has been the cause of, or resulted
in, the failure of the closing of the merger to occur by such time;

. by Viacom, if the special committee of the Infinity board of directors or
the Infinity board of directors withdraws, modifies or changes its
recommendation of the merger in a manner adverse to Viacom or have
resolved to do any of the foregoing;

. by either Viacom or Infinity, in the case of Infinity, upon the breach by
either Viacom or IBC Merger Corp. or, in the case of Viacom, upon the
breach by Infinity, of a representation, warranty, covenant or agreement,
or if any representation or warranty becomes untrue, such that the
condition to closing regarding material accuracy of representations and
warranties and material compliance with covenants and agreements cannot
be satisfied; or

. by Viacom, IBC Merger Corp. or Infinity if a governmental authority has
taken any final and non-appealable action prohibiting the completion of
the merger.

Stock Options and Other Stock Plans

Each outstanding unexpired and unexercised option to purchase shares of
Infinity Class A common stock will be automatically converted at the effective
time of the merger into an option to purchase shares of Viacom non-voting Class
B common stock, in a number determined by multiplying the number of shares of
Infinity Class A common stock that could have been purchased under the Infinity
option by the exchange ratio of 0.592. The exercise price of these options will
equal the per-share exercise price of the corresponding Infinity option divided
by the exchange ratio. The substitute options will be subject to the same terms
and conditions as the corresponding Infinity options. After the effective time
of the merger:

. all references to Infinity in Infinity's equity-based compensation plans
and agreements will be deemed to refer to Viacom; and

. Viacom will assume all of Infinity's obligations with respect to the
substitute options.

Viacom has agreed to file a Form S-8 or other appropriate registration
statement covering the shares of Viacom non-voting Class B common stock
underlying the assumed options at or prior to the effective time of the merger
and to use its reasonable best efforts to keep the registration statement
current.

INTERESTS OF INFINITY DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

In considering the recommendation of the Infinity board of directors with
regard to the merger, you should be aware that, as described below, members of
the management and board of directors of Infinity may have interests in the
merger that are different from, or in addition to, your interests, and that may
create potential conflicts of interest. The Infinity board of directors and its
special committee were aware of these interests and considered them, among
other matters, in approving the merger, the merger agreement and the
transactions contemplated by the merger agreement. At the close of business on
January 16, 2001, the record date for the Infinity special meeting, directors
and executive officers of Infinity, other than Mr. Sumner M. Redstone,
beneficially owned approximately 38.2 million shares of Infinity Class A common
stock, collectively representing approximately 1% of the total voting power of
Infinity common stock outstanding on that date. All of the 700 million
outstanding shares of Infinity Class B common stock are owned beneficially by
Viacom. Mr. Redstone, through National Amusements, Inc., is the beneficial
owner of the controlling interest in Viacom and, accordingly, may be deemed to
beneficially own all such shares. Each share of Infinity Class B common stock
is convertible at the option of the holder thereof into one share of Infinity
Class A common stock. As a result, National Amusements, Inc. and Mr. Redstone
may also be deemed to beneficially own the 700 million shares of Infinity Class
A common stock issuable upon conversion of the Infinity Class B common stock
beneficially owned by National Amusements, Inc. and Mr. Redstone.

Indemnification Arrangements

Viacom has agreed that for a period of six years from the effective time of
the merger, the certificate of incorporation and by-laws of the surviving
corporation will contain provisions with respect to indemnification that are no
less favorable than those set forth in Infinity's restated certificate of
incorporation and restated by-laws on the date of the merger agreement.

Viacom has agreed, to the fullest extent permitted under Delaware law, to
indemnify and hold harmless each present and former director and officer of
Infinity (collectively, the "Indemnified Parties") in connection with any
claim, action, suit, proceeding or investigation (whether arising before or
after the effective time of the merger), based on the fact that such person is
or was a director or officer of Infinity and arising out of or pertaining to
any action or omission occurring at or before the effective time of the merger.
In the event of any such claim, action, suit, proceeding or investigation, (1)
Viacom will pay the reasonable fees and expenses of counsel selected by the
Indemnified Parties, which counsel must be reasonably satisfactory to Viacom,
and (2) Viacom will cooperate in the defense of any such matter.

The merger agreement provides that Viacom will use its reasonable efforts to
maintain in effect for six years from the effective time of the merger,
directors' and officers' liability insurance covering those persons who are
currently covered by Infinity's directors' and officers' liability insurance
policy on terms comparable to such existing insurance coverage; provided that
Viacom will not be required to expend in excess of 250% of the current annual
premiums paid by Infinity for such insurance.

Compensation of Members of the Special Committee

Messrs. Gordon and Sherman has each been compensated for serving as a member
of the special committee. This compensation was authorized by the Infinity
board of directors in order to compensate the members of the special committee
for the significant additional time commitment that was required of them in
connection with fulfilling their duties and responsibilities as members of the
special committee and was paid without regard to whether the special committee
recommended the merger or whether the merger was consummated.

Relationships of Directors and Executive Officers with Viacom

Mr. Sumner M. Redstone, a director of Infinity, is the Chairman of the Board
and Chief Executive Officer and a director of Viacom. Mr. Redstone is also
President, Chief Executive Officer and Chairman of the Board of National
Amusements, Inc., which owns approximately 68% of the voting power of all
outstanding shares of Viacom stock. Mr. Mel Karmazin, a director of Infinity
and the President, Chief Executive Officer and Chairman of Infinity, is also
President and Chief Operating Officer of Viacom and a director of Viacom. Mr.
Fredric G. Reynolds, an Executive Vice President of Infinity, is also Executive
Vice President and Chief Financial Officer of Viacom. Messrs. George H.
Conrades, David T. McLaughlin and Robert D. Walter are each a director of
Infinity as well as a director of Viacom.

Infinity Director Compensation

At the effective time of the merger, all outstanding unvested options
granted to Messrs. Conrades, Gordon, McLaughlin, Sherman and Walter under
Infinity's stock plan for non-employee directors will become fully vested and
immediately exercisable. Infinity anticipates that approximately 10,000 stock
options in the aggregate will become fully vested and immediately exercisable
at the effective time.

Mr. Gordon has deferred payment of his 2000 annual Infinity director's fee
of $30,000 in cash. Such deferral would normally be paid in five annual
installments upon termination of Mr. Gordon's service as a director of
Infinity. The board of directors of Infinity has determined to make one lump-
sum payment of this deferred amount to Mr. Gordon within 30 days of the
effective time of the merger.

Each of Messrs. Conrades and Walter, who are also members of the Viacom
board of directors, also deferred payments of his 2000 annual Infinity
director's cash fee of $30,000. Such deferral would normally be paid in five
annual installments upon termination of his service as a director of both
Infinity and Viacom. The Infinity board has determined to transfer such
deferred amounts to the respective director's deferral account at Viacom and to
permit the director to elect to be paid such amounts in accordance with options
available in the deferral account at Viacom (which may be paid in 5, 10 or 15
annual installments). Amendment of the deferral payout terms was made by the
Infinity board, considering the relative small amounts involved, in an effort
to eliminate post-merger administrative monitoring that would be required by
Infinity if it were to implement the current payout terms.

THE COMPANIES

Viacom's Business

Viacom is a diversified entertainment company with operations in seven
segments:

. Cable Networks .Publishing
. Television .Online
. Entertainment .Infinity
. Video

Cable Networks

Viacom owns and operates advertiser-supported basic cable television program
services and premium subscription television program services in the United
States and internationally. Viacom's MTV Networks division includes such owned
and operated program services as:

MTV: MUSIC TELEVISION(R) in the United States, Europe and Latin America;

NICKELODEON(R) in the United States, Latin America, Scandinavia, Japan and
the Commonwealth of Independent States;

NICK AT NITE(R) in the United States;

VH1 Music First(R) in the United States, United Kingdom and Germany;

MTV's spin-off, MTV2(TM), in the United States and Europe;

TV LAND(R) in the United States;

TNN: THE NATIONAL NETWORK(TM) (formerly, The Nashville Network) in the
United States; and

COUNTRY MUSIC TELEVISION(TM), in the United States.

Viacom's MTV Networks division also participates in program services as a
joint venturer, including MTV in Asia and Brazil and NICKELODEON in the United
Kingdom and Australia.

Viacom's Showtime Networks Inc. subsidiary owns and operates SHOWTIME(R),
THE MOVIE CHANNEL(R), and FLIX(R), and is a joint venture partner in and
manager of the SUNDANCE CHANNEL(R). Also, Viacom is a joint venture partner in:

COMEDY CENTRAL(R), an advertiser-supported basic cable program service in
the United States;

GULF DTH LDC(TM), a satellite direct-to-home platform offering programming
in the Middle East; and

NOGGIN(R), a subscription-supported, non-commercial children's educational
program service, which is distributed by cable and satellite and includes a
related online service.

Viacom also recently agreed to acquire the Black Entertainment Television(R)
cable network.

Television

The principal businesses of Viacom's Television segment are:

CBS(R) and UPN(R) television networks;

THE CBS TELEVISION STATIONS DIVISION, which owns and operates 33 broadcast
television stations, and four satellite television stations and programs
two additional stations pursuant to local marketing agreements; and

PARAMOUNT TELEVISION(R), VIACOM(R) PRODUCTIONS, SPELLING TELEVISION(R), BIG
TICKET TELEVISION(R) and CBS(R) ENTERPRISES (including KING WORLD(R)
PRODUCTIONS), which produce, acquire and distribute series, miniseries,
specials and made-for-television movies primarily for network television,
first-run syndication, pay television and basic cable television.

Entertainment

The principal businesses of Viacom's Entertainment segment are:

PARAMOUNT PICTURES(R), which produces, acquires and distributes feature-
length motion pictures;

PARAMOUNT HOME ENTERTAINMENT(TM), which distributes motion pictures and
television product produced by Paramount and third parties on videocassette
and disc;

FAMOUS PLAYERS(R), which owns and operates movie theatres in Canada;

FAMOUS MUSIC(R), a music publisher; and

PARAMOUNT PARKS(R), which owns and operates five themes parks and a themed
attraction in the United States and Canada.

Additionally, Viacom has joint venture interests in television broadcasting,
international motion picture and video distribution and television programming
services, including:

UNITED INTERNATIONAL PICTURES(TM) (UIP); Viacom owns a 50% interest in this
venture, which distributes Paramount's and Universal's motion pictures
outside the United States and Canada;

UNITED CINEMAS INTERNATIONAL(TM) (UCI); Viacom owns a 50% interest in this
venture, which owns and operates movie theatres in Europe, Latin America
and Asia; and

Various international television programming services, including the Movie
Channel Middle East and the Paramount Comedy Channel in the United Kingdom.

Video

Viacom operates in the home entertainment business through BLOCKBUSTER INC.
(NYSE:BBI). As of September 30, 2000, BLOCKBUSTER's video segment, which
includes BLOCKBUSTER's home video, DVD and video game rental and retailing
operations, operated or franchised approximately 7,500 video stores in the
U.S., its territories and 25 other countries. BLOCKBUSTER's New Media segment
operates BLOCKBUSTER's Internet site, blockbuster.com, and is responsible for
exploring various forms of electronic entertainment delivery, including video-
on-demand.

In its stores, BLOCKBUSTER(R) offers movies and video games primarily for
rental and also offers certain titles for purchase. In 1998, BLOCKBUSTER
implemented revenue-sharing arrangements directly with major motion picture
studios, including PARAMOUNT PICTURES, in order to increase the quantity and
selection of newly released video titles and to satisfy its customers' demand
for newly released videos earlier. During 2000, BLOCKBUSTER expanded its
traditional video rental service through an agreement with DIRECTV, Inc.,
pursuant to which BLOCKBUSTER is now marketing and soliciting DIRECTV(R) System
equipment and DIRECTV programming in approximately 3,800 of its U.S. stores.
BLOCKBUSTER(R) also offers previously-viewed tapes and previously played video
games for sale.

Publishing

Through SIMON & SCHUSTER(R), Viacom publishes and distributes consumer
hardcover books, trade paperbacks, mass-market paperbacks, children's books,
audiobooks, electronic books and CD-ROM products in the United States and
internationally. SIMON & SCHUSTER's flagship imprints include SIMON & SCHUSTER,
POCKET BOOKS(R), SCRIBNER(R), and THE FREE PRESS(TM). SIMON & SCHUSTER also
develops special imprints and publishes titles based on MTV(R), VH1(R),
NICKELODEON(R) and PARAMOUNT PICTURES(R) products. SIMON & SCHUSTER distributes
its products directly and through third parties. SIMON & SCHUSTER also delivers
content and sells products on Internet Web sites operated by various imprints
or linked to individual titles.

Online

Viacom operates Internet sites which are targeted to the current audiences
of its various MTV(R), VH1(R) and NICKELODEON(R) program services, including
NOGGIN(R), as well as to new audiences such as those who do not receive cable
or direct-to-home satellite services. In addition to providing entertainment
and information on such Internet sites, Viacom also sells its own licensed and
third-party merchandise. The online segment also includes other Internet
businesses, which consist primarily of the operation of the Internet sites
CBS.com, Country.com and the Internet portal operated by iWon, Inc. Viacom also
has minority investments in other Internet-based public companies,
SportsLine.com, Inc. (NASDAQ: SPLN), which publishes several sports Internet
sites including sportsline.com, MarketWatch.com, Inc. (NASDAQ: MKTW), which
publishes financial and market data Internet sites including marketwatch.com,
Medicalogic/Medscape, Inc. (NASDAQ: MDLI), which publishes consumer health
Internet sites including cbs.healthwatch.com, Hollywood.com, Inc. (NASDAQ:
HOLL), which publishes entertainment-focused Internet sites, including
hollywood.com, and Switchboard Incorporated (NASDAQ: SWBD), which publishes
local information directory Internet sites, including switchboard.com. Other
Internet investments include Storerunner Network Inc., Office.com, Inc.,
Content Commerce, L.P., MVP.com, Inc., Jobs.com, Inc., RX.com, Inc. and
Wrenchead.com, Inc.

Infinity

The Infinity segment currently consists of an approximately 64.2% interest
in Infinity Broadcasting Corporation, which operates radio and outdoor
advertising properties, including INFINITY BROADCASTING(R), INFINITY
OUTDOOR(TM) and TDI(TM).

Infinity's Business

Infinity is one of the largest radio broadcasting and outdoor advertising
companies in the United States, as well as the largest outdoor advertising
company in North America. Infinity owns and operates 187 radio stations located
in 41 markets, 37 of which are in the top 50 U.S. markets. Infinity's
operations are aligned in two business segments, Radio and Outdoor.

Infinity's Radio segment collectively accounted for approximately 12% of
total 1999 U.S. radio advertising expenditures. Infinity's stations ranked
first or second, in terms of 1999 pro forma radio revenues, in 31 out of the 41
markets in which Infinity operates stations. Approximately 91% of Infinity's
radio stations are located in the 50 largest radio markets in the United
States, and 61% and 97% of Infinity's pro forma 1999 net radio revenues were
generated in the 10 and 50 largest U.S. radio markets, respectively. Infinity
owns the CBS Radio Network and also manages and holds a minority equity
investment in Westwood One. Westwood One is a leader in producing and
distributing syndicated and network radio programming, and it manages the CBS
Radio Network. Infinity's radio stations serve diverse target demographics
through a broad range of programming formats.

Infinity's Outdoor segment sells advertising space on various media,
including billboards, bulletins, buses, bus shelters and benches, trains, train
platforms and terminals throughout commuter rail systems, mall posters and on
phone kiosks. Infinity is the largest outdoor advertising company in North
America, with operations in more than 90 markets, which include all 50 of the
largest metropolitan markets in the United States, 14 of the 15 largest
metropolitan markets in Canada and all of the 45 largest metropolitan markets
in Mexico. Additionally, Infinity has the exclusive rights to manage
advertising space within the London Underground and on more than 90% of the
buses in London and the United Kingdom, has the exclusive rights to transit
advertising in the Republic of Ireland and parts of Northern Ireland, and has a
variety of outdoor advertising displays in The Netherlands, France and Italy.

Viacom beneficially owns 100% of the outstanding shares of Infinity Class B
common stock and none of the outstanding shares of Infinity Class A common
stock. As of January 16, 2001, the record date for the Infinity special
meeting, the Infinity Class B common stock represented approximately 64.2% of
all outstanding Class A and Class B shares of Infinity common stock and
approximately 90.0% of the combined voting power of the outstanding shares of
Infinity common stock.

Share Ownership by Infinity's management, directors and principal stockholders

Share Ownership by Infinity's management and directors

The following table sets forth the number of shares of Infinity Class A
common stock, Viacom Class A common stock and Viacom non-voting Class B common
stock beneficially owned as of December 29, 2000 by each director of Infinity,
by each of Infinity's named executive officers and by all directors and
executive officers of Infinity as a group, as reported by each such person. No
other equity securities of Infinity, Viacom or Infinity's subsidiaries were
beneficially owned, directly or indirectly, by any director or executive
officer of Infinity as of December 29, 2000.

Amount and Nature Amount and Nature
of Beneficial Amount and Nature of Beneficial
Ownership of Beneficial Ownership Ownership
of Infinity of Viacom of Viacom
Class A Percent Class A Percent Class B
Name common stock of Class(1) common stock of Class common stock
---- ----------------- ----------- ----------------------- -------- -----------------

W. Apfelbaum.... 96,666 shares (2)(3) * 0 shares -- 265,929 shares
G. H. Conrades.. 23,537 shares (3) * 337 shares (4) * 41,152 shares (4)(5)(6)(7)
B. S. Gordon.... 1,537 shares (3) * 0 shares -- 0 shares
M. Karmazin..... 389,100 shares (3) * 0 shares -- 9,242,203 shares (6)(8)
W. S. Levine.... 37,471,557 shares (9) 9.6% 0 shares -- 12,369 shares (10)
D. Mason........ 122,866 shares (3) * 0 shares -- 537,042 shares (6)
D.T.
McLaughlin..... 1,835 shares (3) * 0 shares -- 87,389 shares (5)(6)(7)
S. Redstone..... 700,000,000 shares (11) (12) 93,658,988 shares 68.1% 107,334,988 shares (6)
J. Sherman...... 3,537 shares (3) * 0 shares -- 21,917 shares
F. Suleman...... 141,872 shares (3) * 0 shares -- 1,606,236 shares (6)
R.D. Walter..... 23,537 shares (3) * 323 shares (4) * 78,757 shares (4)(5)(6)(7)
All directors
and executive
officers as a
group.......... 38,228,884 shares (2)(3)(9) 9.8% 93,659,648 shares (2)(4) 68.1% 119,444,266 shares (2)(4)(5)(6)
(11)(13) (7)(8)(10)(14)

Percent
Name of Class
---- --------

W. Apfelbaum.... *
G. H. Conrades.. *
B. S. Gordon.... --
M. Karmazin..... *
W. S. Levine.... *
D. Mason........ *
D.T.
McLaughlin..... *
S. Redstone..... 7.8%
J. Sherman...... *
F. Suleman...... *
R.D. Walter..... *
All directors
and executive
officers as a
group.......... 8.7%

--------
*Represents less than 1% of the class.

(1) Ownership interests as a percent of the class of Infinity Class A common
stock were calculated assuming no conversion of the shares of Infinity
Class B common stock beneficially owned by Director Redstone.

(2) Mr. Apfelbaum left his position with Infinity effective April 30, 2000.

(3) Includes the following shares of Infinity Class A common stock which the
indicated executive officers or directors had the right to acquire within
60 calendar days through the exercise of stock options: Apfelbaum 66,666;
Conrades 3,537; Gordon 1,537; Karmazin 338,888; Mason 100,000; McLaughlin
385; Sherman 3,537; Suleman 116,660; and Walter 3,537.

(4) Includes Viacom Class A common stock units and Class B common stock units
credited as of October 1, 2000 to Messrs. Conrades and Walter pursuant to
the Viacom Deferred Compensation Plan under which their directors' fees are
converted into stock units.

(5) Includes Viacom Class B common stock equivalents credited to Messrs.
Conrades, McLaughlin and Walter pursuant to the CBS Deferred Compensation
and Stock Plan for Directors.

(6) Includes the following shares of Viacom Class B common stock which the
indicated executive officers or directors had the right to acquire within
60 calendar days through the exercise of stock options: Conrades 12,133;
Karmazin 4,801,343; Mason 536,534; McLaughlin 38,146; Redstone 3,000,000;
Suleman 1,534,685; and Walter 11,319.

(7) Includes Viacom Class B common stock credited to Messrs. Conrades,
McLaughlin and Walter pursuant to the CBS Deferred Compensation and Stock
Plan for Directors.

(8) Includes (i) 2,136,435 shares of Viacom Class B common stock as to which
Mr. Karmazin has sole voting power but no investment power; and (ii) 55,180
shares of Viacom Class B common stock held by the Karmazin Foundation,
541,392 shares of Viacom Class B common stock held by the Karmazin
Charitable

Lead Annuity Trust No. 1, and 85,106 shares of Viacom Class B common stock
held by the Karmazin Charitable Lead Annuity Trust No. 2, all as to which
Mr. Karmazin disclaims beneficial ownership, except, in the case of the
Trusts to the extent of his pecuniary interest.

(9) Includes the following shares of Infinity Class A common stock: (i)
1,923,077 shares held in a Rabbi Trust for the benefit of Mr. Arturo
Moreno, as to which Mr. Levine has sole voting power but no investment
power and as to which he disclaims beneficial ownership; (ii) 35,382,449
shares held by Levine Investments Limited Partnership as to which Mr.
Levine disclaims beneficial ownership except to the extent of his
partnership interest; and (iii) 164,2500 shares owned by the William S.
and Ina Levine Foundation, as to which Mr. Levine has shared voting and
investment power and as to which he disclaims beneficial ownership.

(10) Includes 10,199 shares of Viacom Class B common stock held by Levine
Investments Limited Partnership as to which Mr. Levine disclaims
beneficial ownership except to the extent of his partnership interest.

(11) All of the 700 million outstanding shares of Infinity Class B common
stock are beneficially owned by Viacom. Mr. Redstone, through National
Amusements, Inc., is the beneficial owner of the controlling interest in
Viacom, and, accordingly, may be deemed to beneficially own all such
shares. Each share of Infinity Class B common stock is convertible at the
option of the holder thereof into one share of Infinity Class A common
stock. As a result, National Amusements, Inc. and Mr. Redstone may also
be deemed to beneficially own the 700 million shares of Infinity Class A
common stock issuable upon conversion of the Infinity Class B common
stock beneficially owned by National Amuesments Inc. and Mr. Redstone.

(12) If the 700 million shares of Infinity Class B common stock beneficially
held by Director Redstone were converted into shares of Infinity Class A
common stock, he would beneficially own 64% of the class of Infinity
Class A common stock.

(13) Excludes the 700 million shares of Infinity Class A common stock
beneficially owned by Mr. Redstone through his indirect ownership of
shares of Infinity Class B common stock.

(14) Includes 461,904 stock options for Viacom Class B common stock owned by
executive officers of Infinity who are not named executive officers of
Infinity and 119 shares of Viacom Class B common stock owned by family
members of executive officers of Infinity who are not named executive
officers of Infinity, who disclaim beneficial ownership of these shares.

Share Ownership by Infinity's principal stockholders

Except as set forth below and in the immediately preceding table, Infinity
does not know of any person who beneficially owned more than 5% of any class of
Infinity's common stock as of December 29, 2000.

Shares and Class of
Common Stock Percent
Name and Address of Beneficial Owner Beneficially Owned of Class
------------------------------------ ------------------- --------

CBS Broadcasting Inc. ............................ 700,000,000 Class B 100%
51 West 52nd Street
New York, NY 10019
Janus Capital Corporation......................... 22,050,037 Class A 5.6%*
100 Fillmore Street
Denver, CO 80206
FMR Corp.......................................... 31,396,467 Class A 8.0%*
82 Devonshire Street
Boston, MA 02109
Massachusetts Financial Services Company.......... 20,804,010 Class A 5.3%*
500 Boylston Street
Boston, MA 02116
Putnam Investments, Inc. (1)...................... 42,354,630 Class A 10.8%*
One Post Office Square
Boston, MA 02109
Arturo Moreno (2)................................. 39,906,348 Class A 10.2%**
2502 N. Black Canyon Highway
Phoenix, AZ 85009

--------
* Based on the number of shares of Infinity Class A common stock reported as
beneficially owned as of December 31, 1999.

** Based on the number of shares of Infinity Class A common stock reported as
beneficially owned as of December 29, 2000.

(1) According to the Schedule 13G, dated March 6, 2000, filed with the SEC
jointly by Putnam Investments, Inc. ("PII"), Marsh & McLennan Companies,
Inc. ("MMC"), Putnam Investment Management, Inc., the investment adviser to
PII's mutual funds ("PIM"), and The Putnam Advisory Company, Inc., the
investment adviser to PII's institutional clients ("TPAC"), at December 31,
1999, PII, a wholly-owned subsidiary of MMC, was the beneficial owner of
42,354,630 shares of Infinity Class A common stock in its capacity as the
sole parent of PIM and TPAC, owners of 40,404,883 and 1,949,747 shares of
Infinity Class A common stock, respectively. The Schedule 13G indicates
that both subsidiaries have dispository power over the shares as investment
managers, but each of the mutual funds' trustees have voting power over the
shares held by each fund, and TPAC has shared voting power over the shares
held by the institutional client. Each of PII and MMC disclaims the power
to vote or dispose of, or to direct the vote or disposition of, such
shares.

(2) Includes the following shares of Infinity Class A common stock: (i)
4,291,745 shares which Mr. Moreno holds jointly with his spouse; (ii)
5,151,582 shares held by BRN Properties Limited Partnership as to which Mr.
Moreno disclaims beneficial ownership except to the extent of his interest
in the partnership; and (iii) 62,500 shares held by the Moreno Family
Foundation as to which Mr. Moreno disclaims beneficial ownership.

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Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

COMPARISON OF RIGHTS OF HOLDERS OF VIACOM CLASS B
COMMON STOCK AND INFINITY CLASS A COMMON STOCK

Infinity stockholders' rights are currently governed by Infinity's restated
certificate of incorporation and restated by-laws and applicable provisions of
the Delaware corporation law. Viacom stockholders' rights are currently
governed by Viacom's restated certificate of incorporation and amended and
restated by-laws and the same provisions of the Delaware corporation law. Upon
consummation of the merger, Infinity stockholders will be entitled to receive
Viacom non-voting Class B common stock. Upon becoming Viacom stockholders,
their rights will be governed by Viacom's certificate of incorporation and by-
laws and applicable provisions of the Delaware corporation law.

Because Infinity and Viacom are both organized under the laws of the State
of Delaware, the differences in the rights of an Infinity stockholder and the
rights of a Viacom stockholder arise solely from differences in the
certificates of incorporation and by-laws of Infinity and Viacom, rather than
from differences of law. The following summary highlights material differences
between the current rights of holders of Viacom non-voting Class B common stock
and holders of Infinity Class A common stock. This summary does not purport to
be a complete discussion of the certificates of incorporation and by-laws of
Infinity and Viacom and is qualified in its entirety by reference to these
documents. Copies of each company's certificate of incorporation and by-laws
have been filed with the SEC and will be sent to holders of Infinity Class A
common stock upon request. See "Where You Can Find More Information and
Incorporation of Documents by Reference" on page [.].

Voting, generally.. Shares of Infinity Class A Shares of Viacom Class B
common stock have one vote common stock, including the
per share and shares of shares that Infinity
Infinity Class B common stockholders will receive
stock have five votes per in the merger, have no
share on all matters upon voting rights or powers
which holders of common except as required by
stock are entitled to vote. Delaware law.

Generally, holders of Shares of Viacom Class A
Infinity Class A common common stock have:
stock and Infinity Class B
common stock vote together . one vote per share;
as one class and matters
voted on must be approved . no cumulative voting;
by a majority (or, in the
case of election of . plurality vote for
directors, a plurality) of directors; and
the votes cast by holders
of the outstanding shares . majority vote for all
of Infinity Class A and other matters.
Class B common stock,
subject to any voting
rights granted to holders
of any outstanding Infinity
preferred stock.

--------------------------------------------------------------------------------

Number of
Directors and Size
of Board........... There are currently nine There are currently 18
directors on the Infinity directors on the Viacom
board of directors. board.

There can be no less than There can be no less than
three and no more than 24 three and no more than 20
members on the Infinity directors on the Viacom
board of directors, subject board. The number of
to additional directors directors is set by the
elected by preferred Viacom board of directors
stockholders in default and, during the three-year
situations. The number of period following Viacom's
directors is set by the May 4, 2000 merger with
Infinity board of directors CBS, may only be changed by
and may be increased or the affirmative vote of at
decreased from time to time least 14 directors.
only by the affirmative
vote of a majority of the
directors then in office.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Term of Office..... Under Infinity's restated Under Viacom's restated
certificate of certificate of
incorporation, the Infinity incorporation and
board of directors is applicable law, all
divided into three classes, directors are elected to a
with one class being one-year term and serve
elected annually. Infinity until their successors are
directors are elected to a elected and qualified.
term of three years and Pursuant to a stockholder
serve until their agreement, for the three-
successors are elected and year period following
qualified. Viacom's May 4, 2000 merger
with CBS, National
Amusements has agreed to
cause to be nominated and
elected each of the eight
directors designated by CBS
(or replacements who are
independent directors).

--------------------------------------------------------------------------------

Removal of A director may be removed Any director may be removed
Directors.......... from office only for cause from office with or without
and by the affirmative vote cause by the affirmative
of at least 80% of the vote of the holders of a
combined voting power of majority of the shares of
the outstanding shares of outstanding Viacom common
Infinity Class A and Class stock entitled to vote
B common stock, voting as a generally in the election
single class. of directors. However, for
the three-year period
following Viacom's May 4,
2000 merger with CBS,
National Amusements has
agreed to take any action
necessary to ensure that
none of the eight directors
designated by CBS in
connection with that merger
is removed as a Viacom
director unless such
removal is for cause and is
approved by at least 14
members of Viacom's board
of directors.

--------------------------------------------------------------------------------

Vacancies on the
Board of
Directors.......... Vacancies can be filled Under Viacom's by-laws,
only by a majority vote of vacancies on the Viacom
the directors then in board of directors will be
office. filled by a majority vote
of the directors then in
office. Under Viacom's
restated certificate of
incorporation, for the
three-year period following
Viacom's May 4, 2000 merger
with CBS:

. if one of the eight
directors designated by
CBS in connection with
the Viacom/CBS merger
vacates his or her seat,
the Viacom board,
subject to its fiduciary
duties, is required to
take all action
necessary to appoint as
a successor a
disinterested,
independent person
designated by a majority
of the remaining CBS
directors. National
Amusements agreed in its
stockholder agreement
with CBS to vote for
such designee.

--------------------------------------------------------------------------------

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Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Vacancies on the
Board of Directors
(con't)............ . If one of the other ten
Viacom directors vacates
his or her seat, the
Viacom board will fill
the vacancy. However, if
a directorship held by a
person who is a director
of Viacom first elected
after 1993 and is not a
member of management of
Viacom or National
Amusements, or by the
replacement of any such
person, becomes vacant,
the Viacom board,
subject to its fiduciary
duties, is required to
take all action
necessary to ensure that
the vacancy is filled by
a disinterested,
independent person who
is the chief executive
officer, chief operating
officer or chief
financial officer or
former chief executive
officer of a Fortune 500
company or a non-U.S.
public company of
comparable size.
Generally, for a period
of three years following
Viacom's May 4, 2000
merger with CBS, these
provisions cannot be
changed without the
approval of at least 14
directors.

--------------------------------------------------------------------------------

Special Meeting of
Stockholders....... Only the Infinity board of Under Viacom's by-laws,
directors may call special special meetings may be
meetings of stockholders called by:
pursuant to a resolution
approved by a majority of . a majority of the board;
the total number of
directors then in office. . the chairman of the
board;

. the chief executive
officer;

. the vice chairman of the
board;

. the president and chief
operating officer; or

. the chairman of the
board, chief executive
officer, the vice
chairman of the board,
the president and chief
operating officer or the
secretary at the written
request of holders of at
least 50.1% of Viacom's
outstanding Class A
common stock.

--------------------------------------------------------------------------------

Amendment to By- The Infinity board of The Viacom board of
Laws............... directors may repeal, alter directors may make, alter,
or amend the Infinity by- amend or repeal the Viacom
laws by the affirmative by-laws by a majority vote
vote of a majority of the then in office.
total number of directors
then in office.

--------------------------------------------------------------------------------

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Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Amendment to By-
Laws (con't)....... Infinity stockholders may Viacom stockholders may
adopt, repeal, alter or adopt, amend or repeal the
amend the Infinity by-laws: Viacom by-laws by the
affirmative vote of the
. by the affirmative vote holders of a majority of
of 80% or more of the the Viacom common stock
combined voting power entitled to vote.
of the outstanding
shares of Infinity Class However, under Viacom's
A and Class B common restated certificate of
stock; or incorporation, during the
three-year period following
. if a majority of the Viacom's May 4, 2000 merger
total number of Infinity with CBS, the provisions of
directors first proposes Article VIII of Viacom's
the adoption, repeal, by-laws, which state that
alteration or amendment the by-laws are subject to
of the by-laws for Article XIII of Viacom's
approval by the Infinity restated certificate of
stockholders, the by-law incorporation (which
provision may be contains the corporate
adopted, repealed, governance provisions
altered or amended by adopted in connection with
the approval of a that merger), may not be
majority of the votes amended, repealed or waived
cast by holders of the by the Viacom board of
outstanding shares of directors without the
Infinity Class A and approval of at least 14
Class B common stock, directors.
voting as a single
class.

--------------------------------------------------------------------------------

Amendments to
Certificate of
Incorporation...... Amendments to the Infinity directors, and the
restated certificate of supermajority vote
incorporation must provision itself. Under
generally be approved by a Delaware law, any provision
majority of the outstanding of Viacom's restated
shares of Infinity Class A certificate of
and Class B common stock, incorporation may be
voting as one class; amended by the approval of
however, amendments that the Viacom board and the
would alter or change the affirmative vote of a
powers, preferences and majority of the holders of
relative, participating, the combined voting power
optional or other special of the outstanding Viacom
rights of the shares of stock entitled to vote, and
Infinity Class A common a majority of each class
stock or Infinity Class B entitled to vote as a
common stock so as to class.
affect them adversely must
also be approved by a Viacom's restated
majority of the voting certificate of
power of the outstanding incorporation provides that
shares of such class, amendments to the restated
voting as a separate class. certificate of
incorporation may be
The affirmative vote of 80% adopted as allowed by
of the combined voting Delaware law.
power of the outstanding
shares of Infinity Class A No amendments to the
and Class B common stock is restated certificate of
required to amend or adopt incorporation require a
provisions inconsistent supermajority vote.
with certain provisions of
the Infinity restated However, under Viacom's
certificate of restated certificate of
incorporation, including incorporation, during the
provisions relating to the three-year period following
classified board, setting Viacom's May 4, 2000 merger
the size of the board and with CBS, any provisions of
filling vacancies, removal Viacom's restated
of directors for cause, certificate of
written consent of incorporation setting forth
stockholders, special the corporate governance
meetings of stockholders, provisions adopted in
advance notice and connection with the
information procedures for Viacom/CBS merger may not
raising business or making be amended, repealed or
nominations at stockholder waived by Viacom's board
meetings, amendment of the without the approval of at
provisions governing least 14 directors.
amendments to the
certificate of
incorporation or by-laws,
corporate opportunity
policy, limitation of
director liability,
indemnification of officers
and

--------------------------------------------------------------------------------

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Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Federal
Communications
Laws............... Infinity is subject to Viacom's restated
restrictions on ownership certificate of
and management of Infinity incorporation provides that
under the Federal it may request certain
Communications Act. information from any
Infinity's restated stockholder or proposed
certificate of stockholder in order to
incorporation has determine whether ownership
provisions that allow of Viacom's Class A or
Infinity to redeem Infinity Class B common stock is
common stock held by non- inconsistent with, or in
U.S. persons or entities if violation of, any of the
its board decides this federal communications
action is necessary to laws. If the necessary
allow Infinity to comply information is not provided
with non-U.S. person or if Viacom finds that the
ownership restrictions. ownership of its Class A or
Class B common stock by a
stockholder or proposed
stockholder is inconsistent
with, or in violation of,
any of the federal
communications laws, Viacom
may:

. refuse to permit the
transfer of shares of
its Class A or Class B
common stock to the
proposed person or
entity; or

. exercise any and all
appropriate remedies, at
law or in equity,
against any stockholder
in order to obtain the
necessary information or
prevent or cure any
situation which would
cause the inconsistency
with, or violation of,
the offending provision
of the federal
communications laws.

--------------------------------------------------------------------------------

Conversion......... Shares of Infinity Class A As long as 10,000 shares of
common stock are not Viacom's Class A common
convertible into any other stock are outstanding, each
security. record holder of shares of
Class A common stock may
convert any or all of such
shares into an equal number
of shares of Class B common
stock.

--------------------------------------------------------------------------------

Committees......... Under Infinity's restated Under its amended and
by-laws, Infinity's board restated by-laws, Viacom's
of directors has two board may create one or
committees: a compensation more committees. Each
committee and an audit committee would consist of
committee. Each of the one or more of the
audit committee and the directors of Viacom.
compensation committee However, under Viacom's
shall perform such restated certificate of
functions and exercise such incorporation, during the
powers as may be delegated three-year period following
to it from time to time by Viacom's May 4, 2000 merger
the Infinity board of with CBS, all committees,
directors. other than the compensation
committee and the officers
nominating committee, must
have the same proportion of
CBS designees and Viacom
directors as the full
Viacom board had
immediately

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Committees The Infinity board of following the Viacom/CBS
(con't)............ directors may from time to merger, with a minimum of
time appoint such further one CBS director on each
standing or special committee.
committees as it may deem
in the best interest of Officers Nominating
Infinity, but no such Committee. Under Viacom's
committee shall have any restated certificate of
powers except such as are incorporation, during the
expressly conferred upon it three-year period following
by the board of directors. Viacom's May 4, 2000 merger
with CBS, Viacom has an
The Infinity board of officers nominating
directors may abolish any committee and Mr. Karmazin
committee. In the absence is the only member of this
or disqualification of any committee. This committee
member of any committee, has the power to hire,
the members of the elect, terminate, change
committee present at the positions, allocate
meeting may by unanimous responsibilities or
vote appoint another member determine non-equity
of the board of directors compensation, with respect
to act at the meeting in to the officers (other than
the place of the absent or the chairman, the chief
disqualified member. executive officer and the
chief operating officer)
and employees.

This committee does not
have the power to fill the
positions of the chief
financial officer,
controller or general
counsel without the
approval of the board.
However, this committee
does have all of the other
powers delegated to it for
other officers with respect
to the chief financial
officer, controller and
general counsel, including
the power to terminate
employment of persons
holding those positions.

Any decision of this
committee may only be
overridden by the
affirmative vote of at
least 14 directors.

Compensation
Committee. Under Viacom's
restated certificate of
incorporation, this
committee consists of six
directors.

This committee does not
have the power to approve
the annual compensation of:

. any employee if the
total value of such
employee's annual cash
compensation is less
than $1 million; or

. any talent, as such term
is commonly used in the
media or entertainment
industries.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Committees These powers have been
(con't)............ delegated to the officers
nominating committee.
However, this committee
must approve the annual
compensation of all other
officers and employees and
any equity or equity-based
compensation of any officer
or employee. Generally, for
a period of three years
following Viacom's May 4,
2000 merger with CBS, these
provisions cannot be
changed without the
approval of at least 14
directors.

--------------------------------------------------------------------------------

Officers........... Under Infinity's restated The officers of Viacom
by-laws, the Infinity board shall be elected by the
of directors shall elect a Viacom board of directors
chairperson of the board of at its first meeting after
directors (who must be a each annual meeting of the
director and who may, but stockholders and shall be a
need not, be designated an president and chief
officer of Infinity), a operating officer, a
president or a chief treasurer and a secretary.
executive officer or both, The board of directors may
a secretary and a also elect a chairman of
treasurer. There may also the board, a chief
be one or more vice executive officer, one or
chairpersons (each of whom more vice chairmen of the
must be a director), a board and vice presidents
chief financial officer, and one or more assistant
one or more vice treasurers and assistant
presidents, one or more secretaries. Any number of
assistant secretaries and offices may be held by the
treasurers and such other same person, except that
officers and assistant the offices of president
officers as the board of and chief operating officer
directors may deem and secretary shall not be
appropriate. The board of held by the same person.
directors may assign any of Vice presidents may be
the officers such further given distinctive
designations or alternate designations such as
titles as it considers executive vice president or
desirable. The board of senior vice president.
directors shall elect all Every officer shall be a
officers, except assistant citizen of the United
officers, whom shall be States of America.
appointed by the chief
executive officer or by the The officers of Viacom
officer to which they are shall hold office until
an assistant. Any number of their successors are
offices may be held by the elected or appointed and
same person, unless qualify or until their
otherwise prohibited by earlier resignation or
law, the restated removal. Any officer
certificate of elected or appointed by the
incorporation or the board of directors may be
restated by-laws. removed at any time with or
without cause by the
The term of office for all affirmative vote of a
officers shall be until the majority of the board of
organization meeting of the directors. Any vacancy
board of directors occurring in any office of
following the next annual Viacom shall be filled by
meeting of stockholders and the board of directors. In
until their respective addition to the corporate
successors are elected and officers elected by the
qualified, or until their board of directors, the
earlier death, resignation president and chief
or removal. The chairperson operating officer may, from
of the board of directors time to time, appoint one
or any officer may be or more other persons as
removed from office, either appointed officers who
with or without cause, at shall not be deemed to be
any time by the affirmative corporate officers, but
vote of a majority of the may, respectively, be
members of the board of designated with such titles
directors then in office. A as the president and chief
vacancy in any operating officer

--------------------------------------------------------------------------------

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Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Officers (con't)... office arising from any may deem appropriate. The
cause may be filled for the president and chief
unexpired term by the board operating officer may
of directors. prescribe the powers to be
exercised and the duties to
be performed by each such
appointed officer, may
designate the term for
which each such appointment
is made, and may, from time
to time, terminate any or
all of such appointments.
Such appointments and
termination of appointments
shall be reported to the
board of directors.

However, for the three-year
period following Viacom's
May 4, 2000 merger with
CBS, the following will
apply:

Chairman and Chief
Executive Officer. Under
Viacom's restated
certificate of
incorporation, Mr. Sumner
M. Redstone will serve as
chairman and chief
executive officer of Viacom
and Mr. Mel Karmazin will
serve as president and
chief operating officer of
Viacom. If Mr. Redstone
ceases to be the chief
executive officer at any
time during the three-year
period following Viacom's
May 4, 2000 merger with
CBS, Mr. Karmazin will
become the chief executive
officer while retaining his
title and responsibilities
as chief operating officer.
The chief executive officer
is responsible, in
consultation with the chief
operating officer, for
corporate policy and
strategy and the chief
operating officer shall
consult on all major
decisions with, and shall
report directly to, the
chief executive officer
during the three-year
period following Viacom's
May 4, 2000 merger with
CBS.

President and Chief
Operating Officer. Under
Viacom's restated
certificate of
incorporation, Mr. Karmazin
serves as president as well
as chief operating officer.
During the three-year
period following Viacom's
May 4, 2000 merger with
CBS, Mr. Karmazin may not
be terminated or demoted
from his position as chief
operating officer or chief
executive officer, if he is
serving in that capacity,
and none of his functions
as chief operating officer
may be changed without the
affirmative vote of at
least 14 directors.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Officers (con't)... The chief operating officer
shall:

. supervise, coordinate
and manage Viacom's
business, operations,
activities, operating
expenses and capital
allocation;

. handle matters relating
to officers (other than
the chairman, chief
executive officer and
chief operating officer)
and employees including
hiring, terminating,
changing positions and
allocating
responsibilities, other
than (a) specific board
authority with respect
to the chief financial
officer, the general
counsel and the
controller and (b) the
authority of the
officers nominating
committee and the
compensation committee;
and

. hold substantially all
of the powers, rights,
functions and
responsibilities
typically exercised by a
chief operating officer.

All officers (other than
the chairman, chief
executive officer and chief
operating officer) report,
directly or indirectly, to
the chief operating
officer.

If Mr. Karmazin is not the
chief operating officer or
chief executive officer,
the Viacom board may
terminate the chief
operating officer,
eliminate that position and
the officers nominating
committee and reallocate
the functions of those
positions to whom the
officers will report.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Stockholder Rights Infinity Viacom
--------------------------------------------------------------------------------

Indemnification of
Directors and
Officers........... Infinity's restated Viacom's restated
certificate of certificate of
incorporation provides for incorporation provides for
mandatory indemnification mandatory indemnification
of its current and former of its current and former
directors and officers to directors, officers,
the fullest extent employees and agents to the
permitted by law. Infinity fullest extent provided by
may also, by action of its law. Indemnification
board, provide extends to persons who are
indemnification to or were serving at the
employees and agents (other request of Viacom as a
than a director or director, officer, employee
officer), directors, or agent of another
officers, employees or corporation or entity.
agents of a subsidiary and However, Viacom will not
each person serving at the indemnify a person who was
request of Infinity as a adjudged to be liable to
director, officer, partner, Viacom, unless the court
member, employee or agent decides that such person is
of another entity, with the entitled to Viacom's
same scope and effect as indemnity. Viacom's
the indemnification it restated certificate of
provides to its directors incorporation provides for
and officers. Infinity's the advancement of expenses
restated certificate of for its directors and
incorporation provides that officers if they agree to
it shall be required to repay all amounts advanced
indemnify any person if it is later ultimately
seeking indemnification in determined that they are
connection with a not entitled to be
proceeding initiated by indemnified. In addition,
such person only if such Viacom's restated
proceeding was authorized certificate of
by the Infinity board of incorporation provides for
directors. the advancement of expenses
for its employees and
agents as Viacom deems it
appropriate.

--------------------------------------------------------------------------------

STOCKHOLDER PROPOSALS

The Viacom board of directors will consider proposals of stockholders
intended to be presented for action at Viacom's next annual meeting of
stockholders. A stockholder proposal must be submitted in writing and be
received at Viacom's principal executive offices, 1515 Broadway, New York, NY
10036, Attn: Corporate Secretary. The deadline for stockholders to submit
proposals pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 for
inclusion in Viacom's proxy statement and form of proxy for the next annual
meeting was December 17, 2000. SEC Rule 14a-8 contains standards as to what
stockholder proposals are to be included in a proxy statement.

If the merger is not completed, Infinity will hold a 2001 annual meeting of
stockholders. If such meeting is held, stockholders' proposals must be in
writing, addressed to the Infinity Secretary, and must have been received at
the principal executive offices of Infinity at 40 West 57th Street, New York,
NY 10019, on or before November 30, 2000, to be considered for inclusion in the
proxy materials relating to that meeting. Stockholder nominees or proposals
outside of the process of Rule 14a-8 of the Exchange Act must be sent to the
Infinity Secretary at the principal executive offices of Infinity for receipt
between January 3, 2001 and February 2, 2001 and must include the information
required by Infinity's restated by-laws. In the event the merger is completed,
there will not be an annual meeting of Infinity's stockholders in 2001.

LEGAL MATTERS

Legal matters with respect to the validity of the securities offered hereby
and the merger will be passed upon for Viacom by Michael D. Fricklas, Esq.,
Executive Vice President, General Counsel and Secretary of Viacom.

Certain legal matters in connection with the federal income tax consequences
of the merger will be passed upon for Viacom by Weil, Gotshal & Manges LLP and
for Infinity by Skadden, Arps, Slate, Meagher & Flom LLP.

EXPERTS

The consolidated financial statements of Viacom incorporated into this proxy
statement/prospectus by reference to Viacom's Annual Report on Form 10-K for
the year ended December 31, 1999 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

The consolidated financial statements and the related financial statement
schedule of Infinity, as of December 31, 1999 and 1998 and for each of the
years in the three-year period ended December 31, 1999, incorporated by
reference into this proxy statement/prospectus from Infinity's Annual Report on
Form 10-K for the year ended December 31, 1999, have been audited by KPMG LLP,
independent auditors, as stated in their reports, which are incorporated in
this proxy statement/prospectus by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.

The consolidated financial statements and the related financial statement
schedule of CBS, as of December 31, 1999 and 1998 and for each of the years in
the three-year period ended December 31, 1999, incorporated by reference into
this proxy statement/prospectus from CBS's Annual Report on Form 10-K for the
year ended December 31, 1999, have been audited by KPMG LLP, independent
auditors, as stated in their reports, which are incorporated in this proxy
statement/prospectus by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION AND
INCORPORATION OF DOCUMENTS BY REFERENCE

Viacom and Infinity are subject to the informational requirements of the
Securities Exchange Act of 1934 and, accordingly, each files reports and other
information with the SEC. Reports, proxy statements and other information filed
by Viacom or Infinity with the SEC can be inspected and copied at the public
reference facilities maintained by the SEC at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its regional offices
located at Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661 and at Seven World Trade Center, 13th Floor, New York,
New York 10048, and copies of these materials can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates, or by calling the SEC at 1-800-SEC-0330. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains an Internet site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically, such as Viacom and Infinity. The address
of the SEC's Internet site is http://www.sec.gov.

Viacom has filed a registration statement on Form S-4 under the Securities
Act of 1933, of which this proxy statement/prospectus forms a part, relating to
the Viacom Class B common stock to be issued in connection with the merger.
This proxy statement/prospectus does not contain all the information set forth
in the registration statement, selected portions of which are omitted in
accordance with the rules and regulations of the SEC. For further information
pertaining to Viacom, Infinity and the Viacom Class B common stock, reference
is made to the registration statement and its exhibits. Statements contained in
this proxy statement/prospectus or in any document incorporated in this proxy
statement/prospectus by reference as to the contents of any contract or other
document referred to within this document or other documents that are
incorporated by reference are not necessarily complete and, in each instance,
reference is made to the copy of the applicable contract or other document
filed as an exhibit to the registration statement or otherwise filed with the
SEC. Each statement contained in this proxy statement/prospectus is qualified
in its entirety by reference to the underlying documents.

Infinity Class A common stock and Viacom Class A and Class B common stock
are listed on the NYSE and the Viacom Class A and Class B common stock were
previously listed on the American Stock Exchange. Reports, information
statements and other information concerning Infinity and Viacom can be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005
and additional reports, information statements and information concerning
Viacom can be inspected at the offices of the American Stock Exchange, 86
Trinity Place, New York, New York 10006.

The following documents, which have been filed with the SEC by Viacom (File
No. 1-9553), CBS (File No. 1-977) and Infinity (File No. 1-14599), are
incorporated into this document by reference:

Viacom

(a) Viacom's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, as amended on April 28, 2000;

(b) Viacom's Quarterly Reports on Form 10-Q for the periods ended March 31,
2000, June 30, 2000 and September 30, 2000;

(c) Viacom's Current Reports on Form 8-K or Form 8-K/A filed May 4, 2000,
July 17, 2000, August 3, 2000, August 15, 2000, October 31, 2000,
November 3, 2000, December 4, 2000, January 5, 2001 and January 8,
2001;

(d) the description of Viacom capital stock contained in Viacom's Proxy
Statement filed on November 24, 1999; and

(e) the definitive Proxy Statement of Viacom filed on June 5, 2000 in
connection with Viacom's 2000 Annual Meeting.

CBS

(a) CBS' Annual Report on Form 10-K for the fiscal year ended December 31,
1999.

Infinity

(a) Infinity's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;

(b) Infinity's Quarterly Reports on Form 10-Q for the periods ended March
31, 2000, June 30, 2000 and September 30, 2000;

(c) Infinity's Current Reports on Form 8-K filed on January 14, 2000, May
30, 2000, August 15, 2000, October 31, 2000 and January 8, 2001; and

(d) the definitive Proxy Statement of Infinity filed on March 30, 2000 in
connection with Infinity's 2000 Annual Meeting.

All documents filed by Viacom and Infinity pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this proxy
statement/prospectus and prior to the date of the special meeting of Infinity
stockholders are incorporated by reference into this proxy statement/prospectus
and are considered a part of this proxy statement/prospectus from the date of
filing of those documents.

Any statement contained within this proxy statement/prospectus or in any
document incorporated by reference will be deemed to be modified or superseded
for purposes of this proxy statement/prospectus to the extent that the
statement contained in this proxy statement/prospectus or in any subsequently
filed document that also is or is deemed to be incorporated by reference in
this proxy statement/prospectus modifies or supersedes that statement.
Statements so modified or superseded will not be deemed, except as so modified
or superseded, to constitute a part of this proxy statement/prospectus.

No person has been authorized to give any information or to make any
representation other than as contained in this proxy statement/prospectus in
connection with the Viacom Class B common stock to be issued in connection with
the merger and, if given or made, the information or representation must not be
relied upon as having been authorized. This proxy statement/prospectus does not
constitute an offer to sell or a solicitation of an offer to purchase
securities in any jurisdiction in which, or to any person to whom, it would be
unlawful to make such an offer or solicitation. Neither the delivery of this
proxy statement/prospectus nor any distribution of the securities offered
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of Viacom or Infinity since the date of this
proxy statement/prospectus or that the information contained in this proxy
statement/prospectus is correct as of any time subsequent to that date. All
information in this proxy statement/prospectus regarding Viacom has been
provided by Viacom, and all information regarding Infinity has been provided by
Infinity.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ANNEX A

AGREEMENT AND PLAN OF MERGER

Among

VIACOM INC.,

IBC MERGER CORP.

and

Infinity Broadcasting Corporation

Dated as of October 30, 2000

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

TABLE OF CONTENTS

Page
----

ARTICLE I

The Merger

SECTION 1.01. The Merger.................................................. A-1
SECTION 1.02. Effective Time; Closing..................................... A-1
SECTION 1.03. Effect of the Merger........................................ A-2
SECTION 1.04. Certificate of Incorporation; By-laws....................... A-2
SECTION 1.05. Directors and Officers...................................... A-2

ARTICLE II

Conversion of Securities; Exchange of Certificates

SECTION 2.01. Conversion of Securities.................................... A-2
SECTION 2.02. Exchange of Certificates.................................... A-3
SECTION 2.03. Stock Transfer Books........................................ A-5
SECTION 2.04. Company Stock Options....................................... A-5

ARTICLE III

Representations and Warranties of The Company

SECTION 3.01. Organization and Qualification.............................. A-6
SECTION 3.02. Restated Certificate of Incorporation and Restated By-laws.. A-6
SECTION 3.03. Capitalization.............................................. A-7
SECTION 3.04. Authority Relative to This Agreement........................ A-7
SECTION 3.05. No Conflict; Required Filings and Consents.................. A-8
SECTION 3.06. SEC Filings; Financial Statements........................... A-8
SECTION 3.07. Absence of Litigation....................................... A-9
SECTION 3.08. Compliance.................................................. A-9
SECTION 3.09. Intellectual Property Rights................................ A-9
SECTION 3.10. Tax Matters................................................. A-10
SECTION 3.11. Brokers..................................................... A-10
SECTION 3.12. Opinions of Financial Advisors.............................. A-10

ARTICLE IV

Representations and Warranties of Parent and Merger Sub

SECTION 4.01. Organization and Qualification.............................. A-10
SECTION 4.02. Certificate of Incorporation and By-laws.................... A-11
SECTION 4.03. Capitalization; Ownership of Company Class B Shares......... A-11
SECTION 4.04. Authority Relative to This Agreement........................ A-11
SECTION 4.05. No Conflict; Required Filings and Consents.................. A-12
SECTION 4.06. SEC Filings; Financial Statements........................... A-12
SECTION 4.07. Absence of Litigation....................................... A-13
SECTION 4.08. Compliance.................................................. A-13
SECTION 4.09. Intellectual Property Rights................................ A-13
SECTION 4.10. Tax Matters................................................. A-13
SECTION 4.11. Brokers..................................................... A-13
SECTION 4.12. Operations of Merger Sub.................................... A-13

A-i

Page
----

ARTICLE V

Conduct of Businesses Pending the Merger

SECTION 5.01. Conduct of Business by the Company Pending the Merger....... A-14
SECTION 5.02. Conduct of Business by Parent Pending the Merger............ A-14
SECTION 5.03. Notification of Certain Matters............................. A-14

ARTICLE VI

Additional Agreements

SECTION 6.01. Company Stockholder Approval................................ A-15
SECTION 6.02. Registration Statement; Disclosure Document................. A-15
SECTION 6.03. Access to Information; Confidentiality...................... A-16
SECTION 6.04. Directors' and Officers' Indemnification and Insurance...... A-17
SECTION 6.05. Affiliates.................................................. A-18
SECTION 6.06. Tax Treatment............................................... A-18
SECTION 6.07. Further Action; Consents; Filings........................... A-18
SECTION 6.08. Public Announcements........................................ A-19
SECTION 6.09. NYSE Listing................................................ A-19
SECTION 6.10. Permitted Transfers......................................... A-19
SECTION 6.11. Obligations of Merger Sub................................... A-19
SECTION 6.12. Reasonable Best Efforts and Further Assurances.............. A-19

ARTICLE VII

Conditions to the Merger

SECTION 7.01. Conditions to the Obligations of Each Party................. A-20
SECTION 7.02. Conditions to the Obligations of Parent and Merger Sub...... A-20
SECTION 7.03. Conditions to the Obligations of the Company................ A-21

ARTICLE VIII

Termination, Amendment and Waiver

SECTION 8.01. Termination................................................. A-21
SECTION 8.02. Effect of Termination....................................... A-22
SECTION 8.03. Amendment................................................... A-22
SECTION 8.04. Waiver...................................................... A-22
SECTION 8.05. Expenses.................................................... A-22

ARTICLE IX

General Provisions

SECTION 9.01. Non-Survival of Representations, Warranties and Agreements.. A-23
SECTION 9.02. Notices..................................................... A-23
SECTION 9.03. Certain Definitions......................................... A-24
SECTION 9.04. Severability................................................ A-24
SECTION 9.05. Entire Agreement; Assignment................................ A-24

A-ii

Page
----

SECTION 9.06. Parties in Interest.......................................... A-24
SECTION 9.07. Governing Law................................................ A-25
SECTION 9.08. Headings..................................................... A-25
SECTION 9.09. Counterparts................................................. A-25
SECTION 9.10. Consent to Jurisdiction...................................... A-25
SECTION 9.11. WAIVER OF JURY TRIAL ........................................ A-25
EXHIBIT 6.05. Form of Affiliate Letter for Affiliates of the Company

A-iii

Glossary of Defined Terms

Location of
Defined Term Definition
------------ ------------

affiliate......................................................... (S) 9.03(a)
Agreement......................................................... Preamble
Blue Sky Laws..................................................... (S) 3.05(b)
business day...................................................... (S) 9.03(b)
CBSBI............................................................. (S) 4.03(b)
Certificate of Merger............................................. (S) 1.02
Certificates...................................................... (S) 2.02(b)
Closing........................................................... (S) 1.02
Company........................................................... Preamble
Company Class A Shares............................................ Recitals
Company Class B Shares............................................ Recitals
Company Disclosure Schedule....................................... (S) 3.03
Company Material Adverse Effect................................... (S) 3.01
Company Preferred Stock........................................... (S) 3.03
Company SEC Reports............................................... (S) 3.06(a)
Company Stock Options............................................. (S) 2.04(a)
Consent Solicitation Statement.................................... (S) 6.02(a)
control........................................................... (S) 9.03(c)
Delaware Law...................................................... Recitals
Disclosure Document............................................... (S) 6.02(a)
Effective Time.................................................... (S) 1.02
Exchange Act...................................................... (S) 2.04(c)
Exchange Agent.................................................... (S) 2.02(a)
Exchange Fund..................................................... (S) 2.02(a)
Exchange Ratio.................................................... (S) 2.01(a)
Expenses.......................................................... (S) 8.05
Governmental Entity............................................... (S) 3.05(b)
Indemnified Parties............................................... (S) 6.04(b)
Information Statement............................................. (S) 6.02(a)
Law............................................................... (S) 3.05(a)
Merger............................................................ Recitals
Merger............................................................ Sub Preamble
NYSE.............................................................. (S) 3.05(b)
Order............................................................. (S) 7.01(c)
Parent............................................................ Preamble
Parent Class A Common Shares...................................... (S) 4.03
Parent Class B Common Shares...................................... (S) 2.01(a)
Parent Disclosure Schedule........................................ (S) 4.03
Parent Material Adverse Effect.................................... (S) 4.01
Parent Preferred Shares........................................... (S) 4.03
Parent SEC Reports................................................ (S) 4.06(a)
person............................................................ (S) 9.03(d)
Proxy Statement................................................... (S) 6.02(a)
Registration Statement............................................ (S) 6.02(a)
Representatives................................................... (S) 6.03(a)
SEC............................................................... (S) 2.04(b)
Securities Act.................................................... (S) 3.05(b)

A-iv

Location of
Defined Term Definition
------------ -----------

Shares............................................................. Recitals
Special Committee.................................................. Recitals
subsidiary......................................................... (S) 9.03(e)
Substituted Options................................................ (S) 2.04(a)
Surviving Corporation.............................................. (S) 1.01
Terminating Company Breach......................................... (S) 8.01(e)
Terminating Parent Breach.......................................... (S) 8.01(f)

A-v

AGREEMENT AND PLAN OF MERGER, dated as of October 30, 2000 (this
"Agreement"), among VIACOM INC., a Delaware corporation ("Parent"), IBC MERGER
CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent
("Merger Sub"), and INFINITY BROADCASTING CORPORATION, a Delaware corporation
(the "Company").

WITNESSETH

WHEREAS, Parent beneficially owns an aggregate of 700,000,000 shares of
Class B common stock, par value $.01 per share, of the Company ("Company Class
B Shares") and no shares of Class A common stock, par value $.01 per share, of
the Company ("Company Class A Shares" and, together with the Company Class B
Shares, the "Shares") constituting approximately 64.3% of the total outstanding
Shares, and has proposed to the Board of Directors of the Company that Parent
acquire the remaining outstanding Shares;

WHEREAS, a special committee of the Board of Directors of the Company
consisting solely of independent directors (the "Special Committee") (i) has
determined that it is fair to, and in the best interests of, the Company and
its stockholders (excluding Parent and its affiliates) to consummate the merger
of the Company with and into Merger Sub, with Merger Sub being the surviving
corporation (the "Merger"), upon the terms and subject to the conditions of
this Agreement and in accordance with the General Corporation Law of the State
of Delaware ("Delaware Law"), (ii) has determined that this Agreement and the
Merger should be approved and declared advisable and (iii) has resolved to
recommend that the Board of Directors of the Company approve and declare the
advisability of this Agreement and the Merger;

WHEREAS, the Board of Directors of the Company, in reliance upon the advice
of the Special Committee, (i) has determined that it is fair to, and in the
best interests of, the Company and its stockholders (excluding Parent and its
affiliates) to consummate the Merger, upon the terms and subject to the
conditions of this Agreement and in accordance with Delaware Law, (ii) has
approved and declared the advisability of this Agreement and the Merger and
(iii) has resolved to recommend that the stockholders of the Company approve
the Merger and adopt this Agreement;

WHEREAS, the Board of Directors of Parent (i) has determined that the Merger
is fair to, and in the best interests of, Parent and its stockholders and (ii)
has approved and declared the advisability of this Agreement and the Merger;
and

WHEREAS, for United States federal income tax purposes, it is intended that
the Merger shall qualify as a reorganization under the provisions of Section
368(a) of the United States Internal Revenue Code of 1986, as amended (the
"Code").

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
Parent, the Company and Merger Sub hereby agree as follows:

ARTICLE I

The Merger

Section 1.01. The Merger. Upon the terms and subject to the conditions set
forth in Article VII, and in accordance with Delaware Law, at the Effective
Time (as defined below), the Company shall be merged with and into Merger Sub.
As a result of the Merger, the separate corporate existence of the Company
shall cease and Merger Sub shall continue as the surviving corporation of the
Merger (the "Surviving Corporation").

Section 1.02. Effective Time; Closing. As promptly as practicable and in no
event later than the third business day following the satisfaction or, if
permissible, waiver of the conditions set forth in Article VII (other

A-1

than conditions providing for the delivery of opinions, documents or
certificates at the Closing (as defined below)) (or such other date as may be
agreed in writing by each of the parties hereto), the parties hereto shall
cause the Merger to be consummated by filing a certificate of merger (the
"Certificate of Merger") with the Secretary of State of the State of Delaware,
in such form as is required by, and executed in accordance with, the relevant
provisions of Delaware Law. The term "Effective Time" means the date and time
of the filing with, and the acceptance for record by, the Secretary of State of
the State of Delaware of the Certificate of Merger (or such later time as may
be agreed upon in writing by each of the parties hereto and specified in the
Certificate of Merger). Immediately prior to the filing of the Certificate of
Merger, a closing (the "Closing") will be held at the offices of Parent, 1515
Broadway, New York, New York 10036 (or such other place as the parties hereto
may agree).

Section 1.03. Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in the applicable provisions of Delaware Law
(including, without limitation, Sections 259, 260 and 261 of the General
Corporation Law of the State of Delaware). Without limiting the generality of
the foregoing, and subject thereto, at the Effective Time, all the property,
rights, privileges, powers and franchises of the Company shall vest in the
Surviving Corporation, and all debts, liabilities, obligations, restrictions,
disabilities and duties of the Company shall become the debts, liabilities,
obligations, restrictions, disabilities and duties of the Surviving
Corporation.

Section 1.04. Certificate of Incorporation; By-laws. (a) At the Effective
Time, the Certificate of Incorporation of Merger Sub, as in effect immediately
prior to the Effective Time, shall be the Certificate of Incorporation of the
Surviving Corporation until thereafter amended as provided by law and such
Certificate of Incorporation; provided, however, that at the Effective Time,
Article I of the Certificate of Incorporation of the Surviving Corporation
shall be amended to read as follows: "The name of the Corporation is Infinity
Broadcasting Corporation."

(b) At the Effective Time, the By-laws of Merger Sub, as in effect
immediately prior to the Effective Time, shall be the By-laws of the Surviving
Corporation until thereafter amended as provided by law, the Certificate of
Incorporation of the Surviving Corporation and such By-laws.

Section 1.05. Directors and Officers. The directors of the Company
immediately prior to the Effective Time shall become the directors of the
Surviving Corporation effective as of the Effective Time. The Surviving
Corporation shall, and shall cause the directors of the Surviving Corporation
to, take such action, as of immediately following the Effective Time, as may be
necessary to cause the board of directors of the Surviving Corporation
thereafter to be comprised solely of persons designated by Parent (including,
without limitation, by nominating any such Parent designees to the board of
directors of the Surviving Corporation). The directors of the Surviving
Corporation, after giving effect to the actions contemplated by the preceding
sentence, shall each hold office in accordance with the Certificate of
Incorporation and By-laws of the Surviving Corporation until the earlier of
their resignation or removal or until their successors are duly elected or
appointed and qualified. The officers of the Company immediately prior to the
Effective Time shall be the initial officers of the Surviving Corporation, and
shall each hold office in accordance with the Certificate of Incorporation and
By-laws of the Surviving Corporation until the earlier of their resignation or
removal or until their respective successors are duly elected or appointed and
qualified.

ARTICLE II

Conversion of Securities; Exchange of Certificates

SECTION 2.01. Conversion of Securities. At the Effective Time, by virtue of
the Merger and without any action on the part of Parent, Merger Sub, the
Company or the holders of any of the following securities:

(a) each Share issued and outstanding immediately prior to the Effective
Time (other than any Shares to be canceled pursuant to Section 2.01(b))
shall be converted, subject to Section 2.02(e), into the right to

A-2

receive 0.592 (the "Exchange Ratio") of a share of Class B common stock,
par value $.01 per share, of Parent ("Parent Class B Common Shares");
provided, however, that if between the date of this Agreement and the
Effective Time the outstanding Parent Class B Common Shares shall have been
changed into a different number of shares or a different class of shares or
securities as a result of a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split,
combination or exchange of shares or other similar change in
capitalization, then an appropriate and proportionate adjustment shall be
made to the Exchange Ratio; at the Effective Time, each Share issued and
outstanding immediately prior to the Effective Time shall no longer be
outstanding and shall automatically be cancelled and retired and cease to
exist, and, other than certificates evidencing Shares to be cancelled
pursuant to Section 2.01(b), each certificate previously evidencing such
Shares shall evidence only the right to receive the number of Parent Class
B Common Shares set forth above; and

(b) each Share held in the treasury of the Company immediately prior to
the Effective Time shall be canceled and extinguished without any
conversion thereof and no payment or distribution shall be made with
respect thereto; and

(c) each share of common stock, par value $0.01 per share, of Merger Sub
issued and outstanding immediately prior to the Effective Time shall be
converted into one validly issued, fully paid and non-assessable share of
common stock, par value $0.01 per share, of the Surviving Corporation.

Section 2.02. Exchange of Certificates. (a) Exchange Agent. Parent shall
deposit, or shall cause to be deposited, with a bank or trust company
designated by Parent and reasonably acceptable to the Company (the "Exchange
Agent"), for the benefit of the holders of Shares, for exchange in accordance
with this Article II through the Exchange Agent, certificates representing the
Parent Class B Common Shares issuable pursuant to Section 2.01 as of the
Effective Time, and cash, from time to time as required to make payments in
lieu of any fractional shares pursuant to Section 2.02(e) (such cash and
certificates for Parent Class B Common Shares, together with any dividends or
distributions with respect thereto, being hereinafter referred to as the
"Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable
instructions, deliver the Parent Class B Common Shares contemplated to be
issued pursuant to Section 2.01 out of the Exchange Fund. Except as
contemplated by Section 2.02(f), the Exchange Fund shall not be used for any
other purpose.

(b) Exchange Procedures. As promptly as practicable after the Effective
Time, Parent shall cause the Exchange Agent to mail to each holder of record of
a certificate or certificates which immediately prior to the Effective Time
represented outstanding Shares (the "Certificates") (i) a letter of transmittal
(which shall be in customary form and shall specify that delivery shall be
effected, and risk of loss and title to the Certificates shall pass, only upon
proper delivery of the Certificates to the Exchange Agent) and (ii)
instructions for use in effecting the surrender of the Certificates in exchange
for certificates representing whole Parent Class B Common Shares, together with
any dividends or distributions with respect thereto, and any cash in lieu of
any fractional shares. Upon surrender to the Exchange Agent of a Certificate
for exchange and cancellation, together with such letter of transmittal, duly
executed and completed in accordance with the instructions thereto, and such
other documents as may be required pursuant to such instructions, the holder of
such Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole Parent Class B Common Shares
which such holder has the right to receive in respect of the Shares formerly
represented by such Certificate (after taking into account all Shares then held
by such holder), cash in lieu of any fractional Parent Class B Common Shares to
which such holder is entitled pursuant to Section 2.02(e) and any dividends or
other distributions to which such holder is entitled pursuant to Section
2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the
event of a transfer of ownership of Shares which is not registered in the
transfer records of the Company, a certificate representing the proper number
of Parent Class B Common Shares, cash in lieu of any fractional Parent Class B
Common Shares to which such holder is entitled pursuant to Section 2.02(e) and
any dividends or other distributions to which such holder is entitled pursuant
to Section 2.02(c), may be issued to a transferee if the Certificate
representing such Shares is presented to the Exchange Agent, accompanied by all
documents required to evidence and effect such transfer and by evidence
satisfactory to the Surviving Corporation that any applicable share transfer
taxes have been

A-3

paid. Until surrendered as contemplated by this Section 2.02, each Certificate
shall be deemed at all times after the Effective Time to represent only the
right to receive upon such surrender the certificate representing Parent Class
B Common Shares, cash in lieu of any fractional Parent Class B Common Shares to
which such holder is entitled pursuant to Section 2.02(e) and any dividends or
other distributions to which such holder is entitled pursuant to Section
2.02(c).

(c) Distributions with Respect to Unexchanged Parent Class B Common
Shares. No dividends or other distributions declared or made after the
Effective Time with respect to the Parent Class B Common Shares with a record
date after the Effective Time shall be paid to the holder of any unsurrendered
Certificate with respect to the Parent Class B Common Shares represented
thereby, and no cash payment in lieu of any fractional shares shall be paid to
any such holder pursuant to Section 2.02(e), until the holder of such
Certificate shall surrender such Certificate as provided in Section 2.02(b).
Subject to the effect of escheat, tax or other applicable Laws (as hereinafter
defined), following surrender of any such Certificate, there shall be paid to
the holder of the certificates representing whole Parent Class B Common Shares
issued in exchange therefor, without interest, (i) promptly, the amount of any
cash payable with respect to a fractional Parent Class B Common Share to which
such holder is entitled pursuant to Section 2.02(e) and the amount of dividends
or other distributions with a record date after the Effective Time and
theretofore paid with respect to such whole Parent Class B Common Shares, and
(ii) at the appropriate payment date, the amount of dividends or other
distributions, with a record date after the Effective Time but prior to
surrender and a payment date occurring after surrender, payable with respect to
such whole Parent Class B Common Shares.

(d) No Further Rights in the Company's Common Stock. All Parent Class B
Common Shares issued upon conversion of the Shares in accordance with the terms
hereof (including any cash paid pursuant to Section 2.02(c) or (e)) shall be
deemed to have been issued in full satisfaction of all rights pertaining to
such Shares.

(e) No Fractional Shares. No certificates or scrip representing fractional
Parent Class B Common Shares shall be issued upon the surrender for exchange of
Certificates, and such fractional share interests will not entitle the owner
thereof to vote or to any other rights of a stockholder of Parent. Each holder
of a fractional share interest shall be paid an amount in cash (without
interest) equal to the product obtained by multiplying (i) such fractional
share interest to which such holder (after taking into account all fractional
share interests then held by such holder) would otherwise be entitled, by (ii)
the 4:00 p.m. (New York time) closing price for a Parent Class B Common Share,
as reported in The Wall Street Journal (Northeast edition) or, if there is no
such report in The Wall Street Journal, any other authoritative source, on the
first trading day immediately following the Effective Time. From time to time
after the Effective Time, as promptly as practicable after the determination of
the amount of cash, if any, to be paid to holders of fractional share interests
who have surrendered their Certificates to the Exchange Agent, the Exchange
Agent shall so notify Parent, and Parent shall deposit such amount with the
Exchange Agent and shall cause the Exchange Agent to forward payments to such
holders of fractional share interests subject to and in accordance with the
terms of Sections 2.02(b) and (c).

(f) Termination of Exchange Fund. Any portion of the Exchange Fund which
remains undistributed to the holders of Shares for six (6) months after the
Effective Time shall be delivered to Parent, upon demand, and any holders of
Shares who have not theretofore complied with this Article II shall thereafter
look only to Parent for the Parent Class B Common Shares, any cash in lieu of
fractional Parent Class B Common Shares to which they are entitled pursuant to
Section 2.02(e) and any dividends or other distributions with respect to the
Parent Class B Common Shares to which they are entitled pursuant to Section
2.02(c), in each case, without any interest thereon. Any portion of the
Exchange Fund remaining unclaimed by holders of Shares as of a date which is
immediately prior to such time as such amounts would otherwise escheat to or
become property of any government entity shall, to the extent permitted by
applicable Law, become the property of Parent free and clear of any claims or
interest of any person previously entitled thereto.

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(g) No Liability. Neither Parent nor the Surviving Corporation shall be
liable to any holder of Shares for any Parent Class B Common Shares (or
dividends or distributions with respect thereto) or cash from the Exchange Fund
delivered to a public official pursuant to any abandoned property, escheat or
similar Law.

(h) Withholding Rights. Each of the Surviving Corporation, Parent and the
Exchange Agent shall be entitled to deduct and withhold from the consideration
otherwise payable pursuant to this Agreement to any holder of Shares such
amounts as it is required to deduct and withhold with respect to the making of
such payment under the Code, or any provision of state or local tax Law. To the
extent that amounts are so withheld by the Surviving Corporation, Parent or the
Exchange Agent, as the case may be, such withheld amounts shall be treated for
all purposes of this Agreement as having been paid to the holder of the Shares
in respect of which such deduction and withholding was made by the Surviving
Corporation, Parent or the Exchange Agent, as the case may be.

(i) Lost Certificates. If any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed and, if required by the
Surviving Corporation, the posting by such person of a bond, in such reasonable
amount as the Surviving Corporation may direct, as indemnity against any claim
that may be made against it with respect to such Certificate, the Exchange
Agent will issue in exchange for such lost, stolen or destroyed Certificate,
the Parent Class B Common Shares, any cash in lieu of fractional Parent Class B
Common Shares to which the holders thereof are entitled pursuant to Section
2.02(e) and any dividends or other distributions to which the holders thereof
are entitled pursuant to Section 2.02(c), in each case, without any interest
thereon.

Section 2.03. Stock Transfer Books. At the Effective Time, the stock
transfer books of the Company shall be closed and there shall be no further
registration of transfers of Shares thereafter on the records of the Company.
From and after the Effective Time, the holders of Shares outstanding
immediately prior to the Effective Time shall cease to have any rights with
respect to such Shares, except as otherwise provided in this Agreement or by
Law. On or after the Effective Time, any Certificates presented to the Exchange
Agent or Parent for any reason shall be converted into the right to receive
Parent Class B Common Shares, any cash in lieu of fractional Parent Class B
Common Shares to which the holders thereof are entitled pursuant to Section
2.02(e) and any dividends or other distributions to which the holders thereof
are entitled pursuant to Section 2.02(c).

Section 2.04. Company Stock Options. (a) Prior to the Effective Time, Parent
and the Company shall take such action as may be necessary to cause each
unexpired and unexercised option to purchase Shares which is outstanding
immediately prior to the Effective Time (collectively, "Company Stock
Options"), to be automatically converted at the Effective Time into an option
(collectively, "Substituted Options") to purchase a number of Parent Class B
Common Shares equal to the number of Shares that could have been purchased
under such Company Stock Option multiplied by the Exchange Ratio (rounded to
the nearest whole number of Parent Class B Common Shares) at a price per Parent
Class B Common Share equal to the per-share option exercise price specified in
the Company Stock Option divided by the Exchange Ratio (rounded down to the
nearest whole cent). Except as otherwise provided in this Agreement, such
Substituted Option shall otherwise be subject to the same terms and conditions
as were applicable to such Company Stock Option. The date of grant of the
Substituted Option shall be the date on which the corresponding Company Stock
Option was granted and, at the Effective Time all references in the related
stock option agreements to the Company shall be deemed to refer to Parent.
Except as otherwise provided herein or in the applicable plan or program,
employee deferrals and all other equity-based compensation that references
Shares will as of and after the Effective Time, be deemed to refer to Parent
Class B Common Shares (as adjusted to reflect the Exchange Ratio). The
adjustments provided herein with respect to any options that are "incentive
stock options" (as defined in Section 422 of the Code) shall be effected in a
manner consistent with the requirements of Section 424(a) of the Code.

(b) Parent shall take such corporate action as may be necessary or
appropriate to, at or prior to the Effective Time, file with the Securities and
Exchange Commission (the "SEC") a registration statement on

A-5

Form S-8 (or any successor or other appropriate form) with respect to the
Parent Class B Common Shares subject to the Substituted Options to the extent
such registration is required under applicable Law in order for such Parent
Class B Common Shares to be sold without restriction in the United States, and
Parent shall use its reasonable best efforts to obtain and maintain the
effectiveness of such registration statement for so long as such Substituted
Options remain outstanding.

(c) Prior to the Effective Time, Parent and the Company shall take all steps
reasonably necessary to cause the transactions contemplated hereby and any
other dispositions of equity securities of the Company (including derivative
securities) or acquisitions of Parent equity securities (including derivative
securities) in connection with this Agreement by each individual who (i) is a
director or officer of Parent or the Company or (ii) at the Effective Time,
will become a director or officer of Parent, to be exempt under Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (together
with the rules and regulations promulgated thereunder, the "Exchange Act"),
such steps to be consistent with then-current interpretive letters or rules and
regulations of the SEC.

ARTICLE III

Representations and Warranties of The Company

The Company hereby represents and warrants to Parent and Merger Sub that,
except as disclosed in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 2000 and June 30, 2000, any of the
Company's Current Reports on Form 8-K filed with the SEC since December 31,
1999 or the Company's Proxy Statement on Schedule 14A dated March 30, 2000,
including any amendments to any of the foregoing, in each case in the form
filed by the Company with the SEC prior to the date of this Agreement:

Section 3.01. Organization and Qualification. Each of the Company and its
subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has the
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted, except,
in the case of the subsidiaries of the Company, where the failure to be duly
organized, validly existing or in good standing, or to have such requisite
corporate power and authority, would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect (as
hereinafter defined). Each of the Company and its subsidiaries has all
necessary licenses, permits, authorizations, and governmental approvals to own,
lease and operate its properties and to carry on its business as it is
currently being conducted, except where the failure to have such licenses,
permits, authorizations and governmental approvals would not, individually or
in the aggregate, reasonably be expected to have a Company Material Adverse
Effect. Each of the Company and its subsidiaries is duly qualified and in good
standing to do business in each jurisdiction in which the nature of the
business conducted by it or the ownership or leasing of its properties makes
such qualification necessary, other than where the failure to be so duly
qualified and in good standing would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect. The term
"Company Material Adverse Effect", as used in this Agreement, means any change
or effect that, individually or when taken together with all other such changes
or effects, would have a material adverse effect on the financial condition,
assets, liabilities, business, operations or earnings of the Company and its
subsidiaries, taken as a whole, other than any change or effect relating to the
United States economy in general or to United States stock market conditions in
general or to the radio industry or the industries of selling outdoor
advertising or advertising in general.

Section 3.02. Restated Certificate of Incorporation and Restated By-
laws. The Company has heretofore furnished to Parent a complete and correct
copy of the Restated Certificate of Incorporation and the Restated By-laws,
each as amended to date, of the Company. Such Restated Certificate of
Incorporation and Restated By-laws are in full force and effect. None of the
Company or any of its subsidiaries is in violation of any provision of its
Restated Certificate of Incorporation or Restated By-laws (or equivalent
organizational

A-6

documents) except, in the case of the subsidiaries of the Company, for
violations which would not, individually or in the aggregate, reasonably be
expected to have a Company Material Adverse Effect.

Section 3.03. Capitalization. The authorized capital stock of the Company
consists of 2,000,000,000 Class A Common Shares, 2,000,000,000 Class B Common
Shares and 50,000,000 shares of Preferred Stock, par value $.01 per share (the
"Company Preferred Stock"). As of September 30, 2000, (i) 390,332,441 Class A
Common Shares (excluding treasury shares) and 700,000,000 Class B Common Shares
(excluding treasury shares) are issued and outstanding, all of which have been
validly issued and are fully paid and nonassessable, (ii) 25,377,233 Class A
Common Shares, no Class B Common Shares and no shares of Company Preferred
Stock were held in the treasury of the Company, (iii) 14,970,518 Class A Common
Shares were reserved for future issuance (with respect to which options to
acquire 11,220,518 Class A Common Shares are issued and outstanding) pursuant
to stock options or stock incentive rights granted pursuant to the Company's
stock option plans and arrangements or pursuant to the Company's 401(k) plans
and (iv) no shares of Company Preferred Stock are issued and outstanding.
During the period from September 30, 2000 to the date of this Agreement, (x)
there have been no issuances by the Company of shares of capital stock of, or
other equity or voting interests in, the Company other than issuances of
Company Class A Shares pursuant to the exercise of employee stock options or
stock incentive rights granted pursuant to the Company's stock option plans and
arrangements outstanding on such date or issuances of Company Class A Shares
pursuant to the Company's 401(k) plans in the ordinary course of business and
(y) there have been no issuances by the Company of options, warrants or other
rights to acquire shares of capital stock of, or other equity or voting
interests in, the Company. Except as set forth in Section 3.03 of the
disclosure schedule delivered by the Company to Parent and Merger Sub
concurrently with the execution of this Agreement (the "Company Disclosure
Schedule") or as otherwise contemplated by or specified in this Agreement,
there are no options, warrants or other rights, agreements, arrangements or
commitments of any character relating to the issued or unissued capital stock
of the Company or any of its subsidiaries or obligating the Company or any of
its subsidiaries to issue or sell any shares of capital stock of, or other
equity interests in, the Company or any of its subsidiaries. All shares of
capital stock of the Company and any of its subsidiaries subject to issuance as
aforesaid, upon issuance on the terms and conditions specified in the
instruments pursuant to which they are issuable, will be duly authorized,
validly issued, fully paid and nonassessable. Except as set forth in Section
3.03 of the Company Disclosure Schedule, there are no outstanding contractual
obligations of the Company or any of its subsidiaries to repurchase, redeem or
otherwise acquire any shares of capital stock of the Company or any of its
subsidiaries or to provide funds to, or make any investment (in the form of a
loan, capital contribution or otherwise) in, any person, except for any such
obligations which would not, individually or in the aggregate, reasonably be
expected to have a Company Material Adverse Effect.

Section 3.04. Authority Relative to This Agreement. (a) The Company has all
necessary corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions
contemplated hereby. Except as set forth in Section 3.04(a) of the Company
Disclosure Schedule, the execution and delivery of this Agreement by the
Company and the consummation by the Company of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate action,
and no other corporate proceedings on the part of the Company are necessary to
authorize this Agreement or to consummate the transactions contemplated hereby
(other than, with respect to the Merger, the adoption of this Agreement by the
affirmative vote of a majority of the combined voting power of the outstanding
Shares entitled to vote thereon and the filing and recordation of appropriate
merger documents as required by Delaware Law). This Agreement has been duly and
validly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by Parent and Merger Sub, constitutes a
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except that such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar Laws affecting or relating to
enforcement of creditors' rights generally and general principles of equity
(regardless of whether enforcement is considered in a proceeding at law or in
equity).

A-7

(b) (i) The Special Committee has been duly authorized and constituted, (ii)
the Special Committee, at a meeting thereof duly called and held on October 30,
2000, (A) determined that this Agreement and the Merger are fair to and in the
best interests of the Company and its stockholders (excluding Parent and its
affiliates), (B) determined that this Agreement and the Merger should be
approved and declared advisable and (C) resolved to recommend that the Board of
Directors of the Company approve and declare the advisability of this Agreement
and the Merger, and (iii) the Board of Directors of the Company, at a meeting
thereof duly called and held on October 30, 2000, in reliance upon the advice
of the Special Committee (A) determined that this Agreement and the Merger are
fair to and in the best interests of the Company and its stockholders
(excluding Parent and its affiliates), (B) approved and declared the
advisability of this Agreement and the Merger and (C) resolved to recommend
that the stockholders of the Company approve the Merger and adopt this
Agreement.

Section 3.05. No Conflict; Required Filings and Consents. (a) The execution
and delivery of this Agreement by the Company do not, and the performance of
this Agreement by the Company will not, (i) conflict with or violate the
Restated Certificate of Incorporation or Restated By-laws of the Company or
equivalent organizational documents of any of its subsidiaries, except, in the
case of the subsidiaries of the Company, for violations which would not,
individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect, (ii) assuming that all consents, approvals,
authorizations, and other actions described in Section 3.05(b) have been
obtained or made, conflict with or violate any law, statute, ordinance, rule,
regulation, order, injunction, judgment or decree ("Law") applicable to the
Company or any of its subsidiaries or by which any property or asset of the
Company or any of its subsidiaries is bound or affected, except as set forth in
Section 3.05(a) of the Company Disclosure Schedule, or (iii) except as set
forth in Section 3.05(a) of the Company Disclosure Schedule, result in any
breach of or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or require payment
under, or result in the creation of a lien or other encumbrance on any property
or asset of the Company or any of its subsidiaries pursuant to, or trigger any
right of first refusal under, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries or any of their respective properties is
bound, except, in the case of clauses (ii) and (iii), for any thereof that
would not, individually or in the aggregate, reasonably be expected to have a
Company Material Adverse Effect or would not reasonably be expected to prevent
or materially delay the consummation of the Merger.

(b) Except as set forth in Section 3.05(b) of the Company Disclosure
Schedule, the execution and delivery of this Agreement by the Company do not,
and the performance of this Agreement by the Company will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any domestic, foreign or supranational governmental, regulatory or
administrative authority, agency or commission or any court, tribunal or
arbitral body ("Governmental Entity"), except (i) for applicable requirements
of the Exchange Act, the Securities Act of 1933, as amended (together with the
rules and regulations promulgated thereunder, the "Securities Act") state
securities or "blue sky" laws ("Blue Sky Laws"), the rules and regulations of
the New York Stock Exchange, Inc. (the "NYSE"), Delaware State takeover laws
and the filing and recordation of appropriate merger documents as required by
Delaware Law and (ii) for such other consents, approvals, authorizations,
permits, filings or notifications which if not obtained or made would not
prevent or materially delay the consummation of the transactions contemplated
by this Agreement.

Section 3.06. SEC Filings; Financial Statements. (a) The Company has filed
all forms, reports and documents required to be filed by it with the SEC since
September 18, 1998, and has heretofore made available to Parent, in the form
filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years
ended December 31, 1998 and 1999, respectively, (ii) its Quarterly Reports on
Form 10-Q for the periods ended March 31, 2000 and June 30, 2000, (iii) all
proxy statements relating to the Company's meetings of stockholders (whether
annual or special) held since September 18, 1998, and (iv) all other forms,
reports and other registration statements filed by the Company with the SEC
since September 18, 1998 (the forms, reports and other documents referred to in
clauses (i), (ii), (iii) and (iv) above being referred to herein, collectively,
as

A-8

the "Company SEC Reports"). The Company SEC Reports (i) were prepared in
accordance with the requirements of the Securities Act and the Exchange Act, as
the case may be, (ii) did not, at the time they were filed, contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements made therein, in
the light of the circumstances under which they were made, not misleading, and
(iii) were filed in a timely manner. Except as set forth in Section 3.06 of the
Company Disclosure Schedule, no subsidiary of the Company was or is required to
file any form, report or other document with the SEC.

(b) Each of the consolidated financial statements (including, in each case,
any notes thereto) contained in the Company SEC Reports was or will be prepared
in accordance with U.S. generally accepted accounting principles applied on a
consistent basis throughout the periods indicated (except as may be indicated
in the notes thereto) and each presented fairly in all material respects or
will present fairly in all material respects the consolidated financial
position, results of operations and cash flows of the Company and its
consolidated subsidiaries as at the respective dates thereof and for the
respective periods indicated therein, except that any unaudited interim
financial statements were or will be subject to normal and recurring year-end
adjustments that did not and would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect.

(c) The Company has no liabilities or obligations of any nature, except: (i)
as and to the extent set forth on the balance sheet of the Company as at
December 31, 1999, including the notes thereto or (ii) as would not,
individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect.

(d) Since December 31, 1999, there has not been any Company Material Adverse
Effect.

Section 3.07. Absence of Litigation. Except as disclosed in the Company SEC
Reports filed prior to the date hereof or as set forth in Section 3.07 of the
Company Disclosure Schedule, there are no suits, arbitrations, mediations,
complaints, claims, actions, proceedings or investigations pending or, to the
knowledge of the Company, threatened, against the Company or any of its
subsidiaries, before any Governmental Entity that (a) individually or in the
aggregate, would reasonably be expected to have a Company Material Adverse
Effect or (b) seek to delay or prevent the consummation of the Merger. Neither
the Company nor any of its subsidiaries nor any of their material properties or
assets is subject to any order, writ, judgment, injunction, decree,
determination or award that would, individually or in the aggregate, reasonably
be expected to have a Company Material Adverse Effect.

Section 3.08. Compliance. Neither the Company nor any of its subsidiaries is
in conflict with, or in default or violation of, (a) any Law applicable to the
Company or any of its subsidiaries or by which any property or asset of the
Company or any of its subsidiaries is bound or affected or (b) any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or
affected, except for any such conflicts, defaults or violations that would not,
individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect.

Section 3.09. Intellectual Property Rights. Except as would not,
individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect, the Company and its subsidiaries own, or possess
adequate licenses or other valid rights to use, all material patents, patent
rights, trademarks, trademark rights, trade names, trade name rights,
copyrights, service marks, service mark rights, trade secrets, applications to
register, and registrations for, the foregoing trademarks, know-how and other
proprietary rights and information, including all contracts, agreements and
licenses relating thereto, used in connection with the business of the Company
and its subsidiaries as currently conducted, and no assertion or claim has been
made in writing challenging the validity of any of the foregoing which would,
individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect. To the knowledge of the Company, the conduct of the
business of the Company and its subsidiaries as currently conducted does not
conflict in any way with any patent, patent right, license, trademark,
trademark right, trade name, trade name right, service

A-9

mark or copyright of any third party, except for such conflicts which would
not, individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect.

Section 3.10. Tax Matters. To the knowledge of the Company, neither the
Company nor any of its subsidiaries has taken or agreed to take any action that
would prevent the Merger from constituting a reorganization qualifying under
Section 368(a) of the Code. The Company is not aware of any agreement, plan or
other circumstance that would prevent the Merger from qualifying under Section
368(a) of the Code.

Section 3.11. Brokers. No broker, finder or investment banker (other than
Deutsche Banc Alex. Brown and Bear Stearns & Co. Inc.) is entitled to any
brokerage, finder's or other fee or commission in connection with the Merger
based upon arrangements made by or on behalf of the Company. The Company has
heretofore furnished to Parent a complete and correct copy of all agreements
between the Company and Deutsche Banc Alex. Brown and Bear Stearns & Co. Inc.
pursuant to which such firm would be entitled to any payment relating to the
Merger.

Section 3.12. Opinions of Financial Advisors. The Special Committee has
received the written opinions of Deutsche Bank Securities Inc. and Bear Stearns
& Co. Inc. dated the date of this Agreement to the effect that, as of the date
of this Agreement, the Exchange Ratio is fair to the stockholders of the
Company (excluding Parent and its affiliates) from a financial point of view,
and such opinions have not been withdrawn. Copies of such opinions have been
delivered to Parent.

ARTICLE IV

Representations and Warranties of Parent and Merger Sub

Each of Parent and Merger Sub hereby represents and warrants to the Company
that, except as disclosed in Parent's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, Parent's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2000 and June 30, 2000, any of Parent's Current
Reports on Form 8-K filed with the SEC since December 31, 1999 or Parent's
Proxy Statement on Schedule 14A dated June 5, 2000, including any amendments to
any of the foregoing, in each case in the form filed by Parent with the SEC
prior to the date of this Agreement:

Section 4.01. Organization and Qualification. Each of Parent, Merger Sub and
Parent's other subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation
and has the requisite corporate power and authority to own, lease and operate
its properties and to carry on its business as it is now being conducted,
except, in the case of the subsidiaries of Parent, where the failure to be duly
organized, validly existing or in good standing, or to have such requisite
corporate power and authority, would not, individually or in the aggregate,
reasonably be expected to have a Parent Material Adverse Effect (as hereinafter
defined). Each of Parent, Merger Sub and Parent's other subsidiaries has all
necessary licenses, permits, authorizations, and governmental approvals to own,
lease and operate its properties and to carry on its business as it is
currently being conducted, except where the failure to have such licenses,
permits, authorizations and governmental approvals would not, individually or
in the aggregate, reasonably be expected to have a Parent Material Adverse
Effect. Each of Parent, Merger Sub and Parent's other subsidiaries is duly
qualified and in good standing to do business in each jurisdiction in which the
nature of the business conducted by it or the ownership or leasing of its
properties makes such qualification necessary, other than where the failure to
be so duly qualified and in good standing would not, individually or in the
aggregate, reasonably be expected to have a Parent Material Adverse Effect. The
term "Parent Material Adverse Effect", as used in this Agreement, means any
change or effect that, individually or when taken together with all other such
changes or effects, would have a material adverse effect on the financial
condition, assets, liabilities, business, operations or earnings of Parent and
its subsidiaries (including the Company and its subsidiaries), taken as a
whole, other than any change or effect relating to the United States economy in
general or to United States stock market conditions in general or to the
entertainment industry in general or to the industry of selling advertising in
general.

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Section 4.02. Certificate of Incorporation and By-laws. Parent has
heretofore furnished to the Company a complete and correct copy of the Restated
Certificate of Incorporation and Amended and Restated By-laws, each as amended
to date, of Parent and the Certificate of Incorporation and By-laws, each as
amended to date, of Merger Sub. Each such certificate of incorporation and by-
laws is in full force and effect. Neither Parent nor Merger Sub is in violation
of any provision of its certificate of incorporation or by-laws.

Section 4.03. Capitalization; Ownership of Company Class B Shares. (a) The
authorized capital stock of Parent consists of 500,000,000 shares of Class A
common stock, par value $.01 per share ("Parent Class A Common Shares"),
3,000,000,000 Parent Class B Common Shares and 25,000,000 shares of Preferred
Stock, par value $.01 per share ("Parent Preferred Shares"). As of September
30, 2000, (i) 137,547,269 Parent Class A Common Shares (excluding treasury
shares) and 1,377,788,352 Parent Class B Common Shares (excluding treasury
shares) were issued and outstanding, all of which have been validly issued and
are fully paid and nonassessable, (ii) 1,366,410 Parent Class A Shares and
75,683,914 Parent Class B Shares were held in the treasury of Parent and (iii)
118,236,100 shares of Parent Class B Common Shares were reserved for future
pursuant to employee stock options or stock incentive rights granted pursuant
to Parent's stock option plans and arrangements. During the period from
September 30, 2000 to the date of this Agreement, (x) there have been no
issuances by Parent of shares of capital stock of, or other equity or voting
interests in, Parent other than issuances of Parent Class B Common Shares
pursuant to the exercise of employee stock options or stock incentive rights
granted pursuant to Parent's stock option plans and arrangements outstanding on
such date and (y) there have been no issuances by Parent of options, warrants
or other rights to acquire shares of capital stock of, or other equity or
voting interests in, Parent. As of the date hereof, except as otherwise
contemplated by or specified in this Agreement, there are no options, warrants
or other rights, agreements, arrangements or commitments of any character
relating to the issued or unissued capital stock of Parent or any of its
subsidiaries or obligating Parent or any of its subsidiaries to issue or sell
any shares of capital stock of, or other equity interests in, Parent or any of
its subsidiaries. All shares of capital stock of Parent and any of its
subsidiaries subject to issuance as aforesaid, upon issuance on the terms and
conditions specified in the instruments pursuant to which they are issuable,
will be duly authorized, validly issued, fully paid and nonassessable. There
are no outstanding contractual obligations of Parent or any of its subsidiaries
to repurchase, redeem or otherwise acquire any shares of capital stock of
Parent or to provide funds to, or make any investment (in the form of a loan,
capital contribution or otherwise) in, any person, except for any such
obligations which would not, individually or in the aggregate, reasonably be
expected to have a Parent Material Adverse Effect.

(b) CBS Broadcasting, Inc. ("CBSBI") is the owner, beneficially and of
record, of an aggregate of 700,000,000 Company Class B Shares and CBSBI holds
such Company Class B Shares free and clear of all liens, pledges, security
interests, claims, options, rights of first refusal, encumbrances or other
restrictions or limitations.

Section 4.04. Authority Relative to This Agreement. (a) Each of Parent and
Merger Sub has all necessary corporate power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the Merger and the other transactions contemplated hereby. The execution and
delivery of this Agreement by Parent and Merger Sub and the consummation by
Parent and Merger Sub of the transactions contemplated hereby have been duly
and validly authorized by all necessary corporate action, and no other
corporate proceedings on the part of Parent or Merger Sub are necessary to
authorize this Agreement or to consummate the transactions contemplated hereby
(other than, with respect to the Merger, the filing and recordation of
appropriate merger documents as required by Delaware Law). This Agreement has
been duly and validly executed and delivered by Parent and Merger Sub and,
assuming the due authorization, execution and delivery by the Company,
constitutes a legal, valid and binding obligation of each of Parent and Merger
Sub enforceable against Parent and Merger Sub in accordance with its terms,
except that such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
Laws affecting or relating to enforcement of creditors' rights generally and
general principles of equity (regardless of whether enforcement is considered
in a proceeding at law or in equity).

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(b) The Board of Directors of Parent on October 30, 2000 (i) determined that
this Agreement and the Merger are fair to, and in the best interests of, Parent
and its stockholders and (ii) approved and declared the advisability of this
Agreement and the Merger.

Section 4.05. No Conflict; Required Filings and Consents. (a) The execution
and delivery of this Agreement by Parent do not, and the performance of this
Agreement by Parent will not, (i) conflict with or violate the Restated
Certificate of Incorporation or Amended and Restated By-laws of Parent, (ii)
assuming that all consents, approvals, authorizations, and other actions
described in Section 4.05(b) have been obtained or made, conflict with or
violate any Law applicable to Parent or any of its subsidiaries or by which any
property or asset of Parent or any of its subsidiaries is bound or affected or
(iii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
or require payment under, or result in the creation of a lien or other
encumbrance on any property or asset of Parent or any of its subsidiaries
pursuant to, or trigger any right of first refusal under, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which Parent or any of its subsidiaries is a
party or by which Parent or any of its subsidiaries or any of their respective
properties is bound, except, in the case of clauses (ii) and (iii), for any
thereof that would not, individually or in the aggregate, reasonably be
expected to have a Parent Material Adverse Effect or would not reasonably be
expected to prevent or materially delay the consummation of the Merger.

(b) The execution and delivery of this Agreement by Parent do not, and the
performance of this Agreement by Parent will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
Governmental Entity, except (i) for applicable requirements of the Exchange
Act, the Securities Act, Blue Sky Laws, the NYSE, Delaware State takeover laws
and the filing and recordation of appropriate merger documents as required by
Delaware Law and (ii) for such other consents, approvals, authorizations,
permits, filings or notifications, which if not obtained or made would not
prevent or materially delay the consummation of the transactions contemplated
by this Agreement.

Section 4.06. SEC Filings; Financial Statements. (a) Parent has filed all
forms, reports and documents required to be filed by it with the SEC since
December 31, 1998, and has heretofore made available to Parent, in the form
filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years
ended December 31, 1998 and 1999, respectively, (ii) its Quarterly Reports on
Form 10-Q for the periods ended March 31, 2000 and June 30, 2000, (iii) all
proxy statements relating to Parent's meetings of stockholders (whether annual
or special) held since December 31, 1998 and (iv) all other forms, reports and
other registration statements filed by Parent with the SEC since December 31,
1998 (the forms, reports and other documents referred to in clauses (i), (ii),
(iii) and (iv) above being referred to herein, collectively, as the "Parent SEC
Reports"). The Parent SEC Reports (i) were prepared in accordance with the
requirements of the Securities Act and the Exchange Act, as the case may be,
(ii) did not, at the time they were filed, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading, and (iii) were filed
in a timely manner. No subsidiary of Parent, except Blockbuster Corporation and
the Company, is required to file any form, report or other document with the
SEC.

(b) Each of the consolidated financial statements (including, in each case,
any notes thereto) contained in the Parent SEC Reports was or will be prepared
in accordance with U.S. generally accepted accounting principles applied on a
consistent basis throughout the periods indicated (except as may be indicated
in the notes thereto) and each presented fairly in all material respects or
will present fairly in all material respects the consolidated financial
position, results of operations and cash flows of Parent and its consolidated
subsidiaries as at the respective dates thereof and for the respective periods
indicated therein, except that any unaudited interim financial statements were
or will be subject to normal and recurring year-end adjustments that did not
and would not, individually or in the aggregate, reasonably be expected to have
a Parent Material Adverse Effect.

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(c) Parent has no liabilities or obligations of any nature, except: (i) as
and to the extent set forth on the balance sheet of Parent as at December 31,
1999, including the notes thereto or (ii) as would not, individually or in the
aggregate, reasonably be expected to have a Parent Material Adverse Effect.

(e) Since December 31, 1999, there has not been any Parent Material Adverse
Effect.

Section 4.07. Absence of Litigation. Except as disclosed in the Parent SEC
Reports filed prior to the date hereof, there are no suits, arbitrations,
mediations, complaints, claims, actions, proceedings or investigations pending
or, to the knowledge of Parent, threatened, against Parent or any of its
subsidiaries, before any Governmental Entity that (a) individually or in the
aggregate, would reasonably be expected to have a Parent Material Adverse
Effect or (b) seek to delay or prevent the consummation of the Merger. Neither
Parent nor any of its subsidiaries nor any of their material properties or
assets is subject to any order, writ, judgment, injunction, decree,
determination or award that would, individually or in the aggregate, reasonably
be expected to have a Parent Material Adverse Effect.

Section 4.08. Compliance. Neither Parent nor any of its subsidiaries is in
conflict with, or in default or violation of, (a) any Law applicable to Parent
or any of its subsidiaries or by which any property or asset of Parent or any
of its subsidiaries is bound or affected or (b) any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which Parent or any of its subsidiaries is a party
or by which Parent or any of its subsidiaries is bound or affected, except for
any such conflicts, defaults or violations that would not, individually or in
the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Section 4.09. Intellectual Property Rights. Except as would not individually
or in the aggregate, reasonably be expected to have a Parent Material Adverse
Effect, Parent and its subsidiaries own, or possess adequate licenses or other
valid rights to use, all material patents, patent rights, trademarks, trademark
rights, trade names, trade name rights, copyrights, service marks, service mark
rights, trade secrets, applications to register, and registrations for, the
foregoing trademarks, know-how and other proprietary rights and information,
including all contracts, agreements and licenses relating thereto, used in
connection with the business of Parent and its subsidiaries as currently
conducted, and no assertion or claim has been made in writing challenging the
validity of any of the foregoing which would, individually or in the aggregate,
reasonably be expected to have a Parent Material Adverse Effect. To the
knowledge of Parent, the conduct of the business of Parent and its subsidiaries
as currently conducted does not conflict in any way with any patent, patent
right, license, trademark, trademark right, trade name, trade name right,
service mark or copyright of any third party, except for such conflicts which
would not, individually or in the aggregate, reasonably be expected to have a
Parent Material Adverse Effect.

Section 4.10. Tax Matters. To the knowledge of Parent, neither Parent nor
any of its subsidiaries has taken or agreed to take any action that would
prevent the Merger from constituting a reorganization qualifying under Section
368(a) of the Code. Parent is not aware of any agreement, plan or other
circumstance that would prevent the Merger from qualifying under Section 368(a)
of the Code.

Section 4.11. Brokers. No broker, finder or investment banker (other than
Goldman Sachs & Co., the fees and expenses of which will be paid by Parent) is
entitled to any brokerage, finder's or other fee or commission in connection
with the Merger based upon arrangements made by or on behalf of Parent.

Section 4.12. Operations of Merger Sub. Merger Sub is a direct wholly owned
subsidiary of Parent, was formed solely for the purpose of engaging in the
transactions contemplated by this Agreement and has engaged in no business
activities other than in connection with the performance of its obligations
hereunder.

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ARTICLE V

Conduct of Businesses Pending the Merger

Section 5.1. Conduct of Business by the Company Pending the Merger. The
Company hereby covenants and agrees that, prior to the Effective Time, unless
otherwise expressly contemplated by this Agreement or consented to in writing
by Parent, which consent shall not be unreasonably withheld or delayed, and
except as would not, individually or in the aggregate, reasonably be expected
to have a Company Material Adverse Effect, the Company will and will cause its
subsidiaries to (a) operate its business in the usual and ordinary course
consistent with past practices, (b) use its reasonable best efforts to preserve
substantially intact its business organization, maintain its rights and
franchises, retain the services of its respective principal officers and key
employees and maintain its relationships with its respective principal
customers, suppliers and other persons with which it or any of its subsidiaries
has significant business relations, (c) use its reasonable best efforts to
maintain and keep its properties and assets in as good repair and condition as
at present, ordinary wear and tear excepted, and (d) take no action with
respect to the Company Stock Options that would result in an acceleration of
vesting of the Company Stock Options in connection with the execution and
delivery of this Agreement or the consummation of any transactions contemplated
hereby or otherwise.

Section 5.2. Conduct of Business by Parent Pending the Merger. Parent hereby
covenants and agrees that, prior to the Effective Time, unless otherwise
expressly contemplated by this Agreement or consented to in writing by the
Company, which consent shall not be unreasonably withheld or delayed, and
except as would not, individually or in the aggregate, reasonably be expected
to have a Parent Material Adverse Effect, Parent will and will cause its
subsidiaries to (a) operate its business in the usual and ordinary course
consistent with past practices, (b) use its reasonable best efforts to preserve
substantially intact its business organization, maintain its rights and
franchises, retain the services of its respective principal officers and key
employees and maintain its relationships with its respective principal
customers, suppliers and other persons with which it or any of its subsidiaries
has significant business relations and (c) use its reasonable best efforts to
maintain and keep its properties and assets in as good repair and condition as
at present, ordinary wear and tear excepted.

Section 5.3. Notification of Certain Matters. (a) Parent shall give prompt
notice to the Company, and the Company shall give prompt notice to Parent, of
(i) the occurrence or nonoccurrence of any event the occurrence or
nonoccurrence of which would be likely to cause (A) any representation or
warranty contained in this Agreement to be untrue or inaccurate in any material
respect or (B) any material covenant, condition or agreement contained in this
Agreement not to be complied with or satisfied and (ii) any material failure of
Parent or the Company, as the case may be, to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it
hereunder; provided, however, that the delivery of any notice pursuant to this
Section 5.03 shall not limit or otherwise affect the remedies available
hereunder to the party receiving such notice.

(b) The Company shall give prompt written notice to Parent of any proposal,
offer or other communication from any person (i) relating to any acquisition or
purchase of all or any material portion of the capital stock of the Company or
any of its subsidiaries or a material portion of the assets of the Company or
any of its subsidiaries, (ii) to enter into any business combination with the
Company or any of its subsidiaries or (iii) to enter into any other
extraordinary business transaction involving or otherwise relating to the
Company or any of its subsidiaries. The Company shall notify Parent promptly if
any such proposal or offer, or any inquiry or other contact with any person
with respect thereto, is made and shall, in any such notice to Parent, indicate
in reasonable detail the identity of the person making such proposal, offer,
inquiry or contact and the terms and conditions of such proposal, offer,
inquiry or other contact.

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ARTICLE VI

Additional Agreements

Section 6.01. Company Stockholder Approval. In accordance with Delaware Law
and the Company's Restated Certificate of Incorporation and Restated By-laws,
the Company shall, promptly after the date of this Agreement and subject to
Section 6.02(b), take all action necessary to seek approval of the Merger and
adoption of this Agreement by the requisite vote of the stockholders of the
Company as provided in this Section 6.01. The Company shall (i) use its
reasonable best efforts to obtain the approval of the NYSE to allow CBSBI to
approve the Merger and adopt this Agreement by written consent (in lieu of
seeking such approval and adoption by means of a consent solicitation directed
to the stockholders of the Company generally or at a meeting of the Company's
stockholders generally) and (ii) in the event that the approval of the NYSE
referenced in clause (i) above shall not be obtained, the Company shall use its
reasonable best efforts to obtain the approval of the NYSE to allow the
Company's stockholders, including CBSBI, to approve the Merger and adopt this
Agreement by written consent (in lieu of seeking such approval and adoption at
a meeting of the Company's stockholders). If the approval referenced in either
clause (i) or clause (ii) immediately above shall be obtained, then, in either
case, Parent shall grant, or shall cause to be granted, written consent with
respect to all of the Shares beneficially owned by it in favor of the approval
of the Merger and adoption of this Agreement. In the event that the approval of
the NYSE referenced above shall not be obtained, then the Company shall take
all action reasonably necessary to call a meeting of its stockholders, which
meeting shall be held as soon as is reasonably practicable after the date
hereof, for the purpose of considering and voting upon the approval of the
Merger and the adoption of this Agreement. Parent shall vote, or shall cause to
be voted, all of the Shares beneficially owned by it in favor of the approval
of the Merger and adoption of this Agreement at any annual or special meeting
of the Company's stockholders at which a proposal relating to such approval and
adoption shall be submitted to a vote of the Company's stockholders.

Section 6.02. Registration Statement; Disclosure Document. (a) As promptly
as practicable after the execution of this Agreement, (i) Parent and the
Company shall cooperate in preparing, and the Company shall cause to be filed
with the SEC, either (A) in the event that the approval of the NYSE referenced
in clause of Section 6.01 shall be obtained, an information statement (together
with any amendments thereof or supplements thereto, the "Information
Statement") to notify the stockholders of the Company of the approval of the
Merger and adoption of this Agreement by written consent of CBSBI; (B) in the
event that the approval of the NYSE referenced in clause of Section 6.01 shall
be obtained (but not the approval referenced in clause (i) thereof), a consent
solicitation statement (together with any amendments thereof or supplements
thereto, the "Consent Solicitation Statement") to solicit written consents from
the stockholders of the Company, including CBSBI, in favor of the approval of
the Merger and adoption of this Agreement; or (C) if neither of the approvals
of the NYSE referenced in clauses (i) and (ii) of Section 6.01 shall be
obtained, a proxy statement (together with any amendments thereof or
supplements thereto, the "Proxy Statement" and, collectively with the
Information Statement and the Consent Solicitation Statement, the "Disclosure
Document") to solicit proxies from the stockholders of the Company, including
CBSBI, in favor of the approval of the Merger and adoption of this Agreement;
and (ii) Parent shall prepare and file with the SEC a registration statement on
Form S-4 (together with all amendments thereto, the "Registration Statement")
in which the Disclosure Document shall be included as a prospectus, in
connection with the registration under the Securities Act of the Parent Class B
Common Shares to be issued to the stockholders of the Company pursuant to the
Merger. Each of Parent and the Company shall use its reasonable best efforts to
cause the Registration Statement to become effective as promptly as
practicable, and prior to the effective date of the Registration Statement
Parent shall take all or any action required under any applicable federal or
state securities Laws in connection with the issuance of Parent Class B Common
Shares pursuant to the Merger. Each of Parent and the Company shall furnish all
information concerning Parent or the Company as the other party may reasonably
request in connection with such actions and the preparation of the Registration
Statement and the Disclosure Document. As promptly as practicable after the
Registration Statement shall have become effective, the Company shall mail the
Disclosure Document to its stockholders.

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(b) The Disclosure Document shall include the unanimous recommendation of
the Special Committee to the Board of Directors of the Company to approve and
declare the advisability of this Agreement and the Merger and the
recommendation of the Board of Directors of the Company to the stockholders of
the Company to approve the Merger and adopt this Agreement; provided, however,
that the Special Committee and the Board of Directors of the Company may, at
any time prior to the Effective Time, withdraw, modify or change any such
recommendation to the extent that the Special Committee or the Board of
Directors of the Company determines in good faith, after consultation with
independent legal counsel (who may be the Company's regularly engaged legal
counsel), that such recommendation would be inconsistent with its fiduciary
duties to the Company's stockholders under applicable law; provided further
that nothing in this Section 6.02(b) shall affect the Company's obligation to
seek the consent of its stockholders as contemplated by Section 6.01
(regardless of whether the recommendation of the Special Committee or the Board
of Directors of the Company shall have been withdrawn, modified or changed).

(c) No amendment or supplement to the Disclosure Document or the
Registration Statement will be made by the Company or Parent without the
approval of the other party (such approval not to be unreasonably withheld or
delayed). Each of Parent and the Company will advise the other, promptly after
it receives notice thereof, of the time at which the Registration Statement has
become effective or any supplement or amendment has been filed, of the issuance
of any stop order, of the suspension of the qualification of the Parent Class B
Common Shares issuable in connection with the Merger for offering or sale in
any jurisdiction, or of any request by the SEC for amendment of the Disclosure
Document or the Registration Statement or comments thereon and responses
thereto or requests by the SEC for additional information.

(d) The information supplied by the Company for inclusion in the
Registration Statement and the Disclosure Document shall not, at (i) the time
the Registration Statement is declared effective, (ii) the time the Disclosure
Document is first mailed to the stockholders of the Company and (iii) the
Effective Time, contain any untrue statement of a material fact or fail to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. If, at any time prior to the Effective Time, any
event or circumstance relating to the Company or any of its subsidiaries, or
their respective officers or directors, should be discovered by the Company
which, pursuant to the Securities Act or the Exchange Act, should be set forth
in an amendment or a supplement to the Registration Statement or Disclosure
Document, the Company shall promptly inform Parent thereof. All documents that
the Company is responsible for filing with the SEC in connection with the
Merger will comply as to form and substance in all material respects with the
applicable requirements of the Securities Act and the Exchange Act.

(e) The information supplied by Parent for inclusion in the Registration
Statement and the Disclosure Document shall not, at (i) the time the
Registration Statement is declared effective, (ii) the time the Disclosure
Document is first mailed to the stockholders of the Company and (iii) the
Effective Time, contain any untrue statement of a material fact or fail to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. If, at any time prior to the Effective Time, any
event or circumstance relating to Parent or any of its subsidiaries, or their
respective officers or directors, should be discovered by Parent which,
pursuant to the Securities Act or the Exchange Act, should be set forth in an
amendment or a supplement to the Registration Statement or Disclosure Document,
Parent shall promptly inform the Company thereof. All documents that Parent is
responsible for filing with the SEC in connection with the Merger will comply
as to form and substance in all material respects with the applicable
requirements of the Securities Act and the Exchange Act.

Section 6.03. Access to Information; Confidentiality. (a) As permitted by
applicable Law, from the date of this Agreement to the Effective Time, each of
Parent and the Company shall: (i) provide to the other (and to the other's
officers, directors, employees, accountants, consultants, legal counsel, agents
and other representatives (collectively, "Representatives")) access at
reasonable times upon prior notice to its officers, employees, agents,
properties, offices and other facilities and to its books and records and (ii)
furnish promptly

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such information concerning its business, properties, contracts, assets,
liabilities and personnel as the other party or its Representatives may
reasonably request.

(b) Each party agrees to, and shall cause its Representatives to: (i) treat
and hold as confidential all information relating to the other party and its
Subsidiaries, (ii) in the event that a party or any of its Representatives
becomes legally compelled to disclose any such information, provide the other
party with prompt written notice of such requirement so that such other party
may seek a protective order or other remedy or waive compliance with this
Section 6.03(b), and (iii) in the event that such protective order or other
remedy is not obtained, or such other party waives compliance with this Section
6.03(b), furnish only that portion of such confidential information which is
legally required to be provided and exercise its reasonable best efforts to
obtain assurances that confidential treatment will be accorded such
information, provided, however, that this sentence shall not apply to any
information that, at the time of disclosure, is available publicly and was not
disclosed in breach of this Agreement by a party or any of its Representatives.
The parties agree and acknowledge that remedies at law for any breach of their
obligations under this Section 6.03 are inadequate and that in addition thereto
such parties shall be entitled to seek equitable relief, including injunction
and specific performance, in the event of any such breach.

(c) No investigation pursuant to this Section 6.03 shall affect any
representation or warranty in this Agreement of any party hereto or any
condition to the obligations of the parties hereto.

Section 6.04. Directors' and Officers' Indemnification and Insurance. (a)
The Certificate of Incorporation and By-laws of the Surviving Corporation, and
the certificate of incorporation and by-laws or comparable organizational
documents of each subsidiary of the Surviving Corporation, shall contain
provisions with respect to indemnification that are no less favorable than
those set forth in the Restated Certificate of Incorporation and Restated By-
laws of the Company, or the certificate of incorporation and by-laws or
comparable organizational documents of such subsidiary of the Surviving
Corporation, as the case may be, in each case on the date of this Agreement,
which provisions shall not be amended, repealed or otherwise modified for a
period of six years from the Effective Time in any manner that would affect
adversely the rights thereunder of individuals who at the Effective Time were
directors or officers of the Company, or any subsidiary of the Company, in
respect of actions or omissions occurring at or prior to the Effective Time,
unless such modification shall be required by Law.

(b) From and after the Effective Time, the Surviving Corporation shall, to
the fullest extent permitted under Delaware Law, indemnify and hold harmless
each present and former director and officer of the Company (collectively, the
"Indemnified Parties") against all costs and expenses (including attorneys'
fees), judgments, fines, losses, claims, damages, liabilities and settlement
amounts paid in connection with any claim, action, suit, proceeding or
investigation (whether arising before or after the Effective Time), based on
the fact that such person is or was a director or officer of the Company or any
subsidiary of the Company and arising out of or pertaining to any action or
omission occurring at or before the Effective Time (and shall pay any expenses
in advance of the final disposition of such action or proceeding to each
Indemnified Party to the fullest extent permitted under Delaware Law, upon
receipt from the Indemnified Party to whom expenses are advanced of an
undertaking to repay such advances if required under Delaware Law). In the
event of any such claim, action, suit, proceeding or investigation, (i) the
Surviving Corporation shall pay the reasonable fees and expenses of counsel
selected by the Indemnified Parties, which counsel shall be reasonably
satisfactory to the Surviving Corporation, promptly after statements therefor
are received and (ii) the Surviving Corporation shall cooperate in the defense
of any such matter; provided, however, that the Surviving Corporation shall not
be liable for any settlement effected without its written consent (which
consent shall not be unreasonably withheld or delayed); and provided further
that the Surviving Corporation shall not be obligated pursuant to this Section
6.04(b) to pay the fees and expenses of more than one counsel (plus appropriate
local counsel) for all Indemnified Parties in any single action except to the
extent, as determined by counsel to the Indemnified Parties, that two or more
of such Indemnified Parties shall have conflicting interests in the outcome of
such action, in which case such additional counsel (including local counsel) as
may be required to avoid any such

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conflict or likely conflict may be retained by the Indemnified Parties at the
expense of the Surviving Corporation.

(c) The Surviving Corporation shall use its reasonable best efforts to
maintain in effect for a period of six years from and after the Effective Time
directors' and officers' liability insurance covering those persons who are
currently covered by the Company's directors' and officers' liability insurance
policy on terms comparable to such existing insurance coverage; provided,
however, that in no event shall the Surviving Corporation be required to expend
pursuant to this Section 6.04(c) more than an amount per year equal to 250% of
current annual premiums paid by the Company for such insurance.

(d) In the event that the Surviving Corporation or any of its successors or
assigns (i) consolidates with or merges into any other person and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers all or substantially all of its properties and assets
to any person, then, and in each such case, proper provision shall be made so
that the successors and assigns of the Surviving Corporation or, at Parent's
option, Parent, shall assume the obligations set forth in this Section 6.04.

(e) From and after the Effective Time, Parent irrevocably and
unconditionally guarantees the prompt payment and performance of all
obligations of the Surviving Corporation pursuant to this Section 6.04, when
and as due by the Surviving Corporation. Parent hereby acknowledges that its
obligations under this Section 6.04(e) constitute a guaranty of payment of
amounts that are payable by the Surviving Corporation under this Section
6.04(e) and not merely a guaranty of collectability, and Parent hereby waives
any requirement that any Indemnified Party exhaust any right to take any action
against the Surviving Corporation or any other person prior to or
contemporaneously with proceeding to exercise any right against Parent
hereunder.

Section 6.05. Affiliates. No later than 20 days after the date of this
Agreement, the Company will deliver to Parent a letter identifying all persons
who may be deemed affiliates of the Company under Rule 145 of the Securities
Act, including, without limitation, all directors and executive officers of the
Company, and the Company represents and warrants to Parent that the Company has
advised the persons identified in such letter of the resale restrictions
imposed by applicable securities laws. The Company shall use its reasonable
best efforts to obtain from each person identified in such letter a written
agreement, substantially in the form of Exhibit 6.05. The Company shall use its
reasonable best efforts to obtain as soon as practicable from any person who
may be deemed to have become an affiliate of the Company after the Company's
delivery of the letter referred to above and prior to the Effective Time, a
written agreement substantially in the form of Exhibit 6.05.

Section 6.06. Tax Treatment. (a) This Agreement is intended to constitute a
"plan of reorganization" within the meaning of Section 1.368-2(g) of the income
tax regulations promulgated under the Code.

(b) Between the date of this Agreement and the Effective Time, neither
Parent nor the Company nor any of their respective affiliates shall directly or
indirectly take any action that could prevent the Merger from qualifying as a
reorganization under Section 368(a) of the Code, that could prevent each of
them from providing representations required from them in Sections 7.02(c) or
7.03(c), or that could prevent the opinions described in such Sections from
being provided. Each of them shall use all efforts to cause the opinions
described in such Sections to be provided, and to cause such opinions as may be
required by the SEC to be provided on the date of filing of the Registration
Statement.

(c) None of Parent, Merger Sub or the Company shall (without the consent of
the other) take any action, except as specifically contemplated by this
Agreement, that could adversely affect the intended tax treatment of the
Merger.

Section 6.07. Further Action; Consents; Filings. Upon the terms and subject
to the conditions hereof, each of the parties hereto shall use its reasonable
best efforts to (a) take, or cause to be taken, all appropriate action and do,
or cause to be done, all things necessary, proper or advisable under applicable
Law or otherwise

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to consummate and make effective the Merger and the other transactions
contemplated by this Agreement as soon as practicable, (b) obtain from
Governmental Entities any consents, licenses, permits, waivers, approvals,
authorizations or orders required to be obtained or made by Parent or the
Company or any of their subsidiaries in connection with the authorization,
execution and delivery of this Agreement and the consummation of the Merger and
(c) make all necessary filings, and thereafter make any other required
submissions, with respect to this Agreement, the Merger and the other
transactions contemplated by this Agreement that are required under the
Exchange Act and the Securities Act and any other applicable federal or state
securities laws, and any other applicable Law. The parties hereto shall
cooperate with each other in connection with the making of all such filings,
including by providing copies of all such documents to the nonfiling party and
its advisors prior to filing and, if requested, by accepting all reasonable
additions, deletions or changes suggested in connection therewith.

Section 6.08. Public Announcements. Parent and the Company shall consult
with each other before issuing any press release or otherwise making any public
statements with respect to this Agreement or the Merger and shall not issue any
such press release or make any such public statement without the prior consent
of the other (which consent shall not be unreasonably withheld or delayed),
except as may be required by Law or any listing agreement with the NYSE to
which Parent or the Company is a party. The parties have agreed on the text of
a joint press release by which Parent and the Company will announce the
execution of this Agreement.

Section 6.09. NYSE Listing. Parent shall as promptly as reasonably
practicable after the date of this Agreement prepare and submit to the NYSE a
listing application covering the Parent Class B Common Shares to be issued in
the Merger and the Parent Class B Common Shares underlying the Substituted
Options and shall use its reasonable best efforts to obtain, prior to the
Effective Time, approval for the listing of such Parent Class B Common Shares,
subject to official notice to the NYSE of issuance, and the Company shall
cooperate with Parent with respect to such listing, which cooperation shall
include, but not be limited to, taking all necessary actions to delist the
Shares from the NYSE after the Effective Time.

Section 6.10. Permitted Transfers. The Company shall take all action
reasonably necessary to cause to be transferred to Infinity Media Corporation,
prior to the Effective Time, (a) the assets of WCCO-AM, Minneapolis and/or
WLTE-FM, Minneapolis and (b) the capital stock of Infinity Radio Inc. (formerly
known as CBS Radio Inc.), Infinity Technical Services Inc. (formerly known as
Infinity Radio, Inc.), Infinity Outdoor, Inc. and Spark Network Services, Inc.
The Company shall take all other action reasonably necessary to transfer to
Infinity Media Corporation or another subsidiary of the Company designated by
Parent, prior to the Effective Time, the assets or capital stock of any other
subsidiaries of the Company designated by Parent, as may reasonably be
requested by Parent.

Section 6.11. Obligations of Merger Sub. Parent shall take all action
necessary to cause Merger Sub to perform its obligations under this Agreement
and to consummate the Merger on the terms and subject to the conditions set
forth in this Agreement.

Section 6.12. Reasonable Best Efforts and Further Assurances. Subject to the
terms and conditions hereof, each of the parties to this Agreement shall use
reasonable best efforts to effect the transactions contemplated hereby and to
fulfill and cause to be fulfilled the conditions to the Merger under this
Agreement. Subject to the terms and conditions hereof, each party hereto, at
the reasonable request of another party hereto, shall execute and deliver such
other instruments and do and perform such other acts and things as may be
necessary or desirable for effecting completely the consummation of this
Agreement and the transactions contemplated hereby. Without limiting the
foregoing, Merger Sub shall, as of the Effective Time, expressly assume the
obligations of the Company under the Company's credit agreements as and to the
extent required by such credit agreements.

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ARTICLE VII

Conditions to the Merger

Section 7.01. Conditions to the Obligations of Each Party. The obligations
of the Company, Parent and Merger Sub to consummate the Merger are subject to
the satisfaction or waiver (where permissible) of the following conditions:

(a) Registration Statement Effective. The Registration Statement shall
have been declared effective by the SEC under the Securities Act and no
stop order suspending the effectiveness of the Registration Statement shall
be in effect and no proceeding for that purpose shall be pending before or
threatened by the SEC.

(b) Stockholder Approval. The Merger and this Agreement shall have been
approved and adopted by the requisite affirmative vote of the stockholders
of the Company in accordance with Delaware Law and the Company's Restated
Certificate of Incorporation.

(c) No Order. No Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any Law, executive order or award (whether
temporary, preliminary or permanent) (an "Order") that is then in effect
and has the effect of making the Merger illegal or otherwise prohibiting
consummation of the Merger; provided, however, that each of the parties to
this Agreement shall use its reasonable best efforts to cause any such
Order to be vacated or lifted.

(d) NYSE Listing. The Parent Class B Common Shares to be issued in the
Merger shall have been authorized for listing on the NYSE, subject to
official notice of issuance.

(e) FCC Approval. All authorizations, consents, waivers, orders or
approvals required to be obtained from the Federal Communications
Commission in connection with the Merger shall have been obtained.

Section 7.02. Conditions to the Obligations of Parent and Merger Sub. The
obligations of Parent and Merger Sub to consummate the Merger are subject to
the satisfaction or waiver (where permissible) of the following additional
conditions:

(a) Representations and Warranties. Each of the representations and
warranties of the Company contained in this Agreement that is qualified by
reference to a Company Material Adverse Effect shall be true and correct as
of the Effective Time, as though made on and as of the Effective Time,
except that those such representations and warranties that address matters
only as of a particular date shall remain true and correct as of such date.
Each of the representations and warranties of the Company contained in this
Agreement that is not qualified by reference to a Company Material Adverse
Effect shall be true and correct as of the Effective Time, as though made
on and as of the Effective Time, except that those such representations and
warranties that address matters only as of a particular date shall remain
true and correct as of such date, except in each case where the failure to
be so true and correct would not have a Company Material Adverse Effect.
Parent shall have received a certificate of an officer of the Company to
these effects.

(b) Agreements and Covenants. The Company shall have performed or
complied in all material respects with all agreements and covenants
required by this Agreement to be performed or complied with by it on or
prior to the Effective Time, and Parent shall have received a certificate
of an officer of the Company to that effect.

(c) Tax Opinions. Parent shall have received the opinion of Weil,
Gotshal & Manges LLP, in form and substance reasonably satisfactory to
Parent, to the effect that the Merger will be treated for federal income
tax purposes as a reorganization qualifying under the provisions of Section
368(a) of the Code and that each of Parent, Merger Sub and the Company will
be a party to the reorganization within the meaning of Section 368(b) of
the Code. In rendering such opinion, counsel may require and rely upon

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representations contained in certificates of officers of the Company,
Parent, Merger Sub and CBSBI, as the case may be.

Section 7.03. Conditions to the Obligations of the Company. The obligations
of the Company to consummate the Merger are subject to the satisfaction or
waiver (where permissible) of the following additional conditions:

(a) Representations and Warranties. Each of the representations and
warranties of Parent and Merger Sub contained in this Agreement that is
qualified by reference to a Parent Material Adverse Effect shall be true
and correct as of the Effective Time, as though made on and as of the
Effective Time, except that those such representations and warranties that
address matters only as of a particular date shall remain true and correct
as of such date. Each of the representations and warranties of Parent and
Merger Sub contained in this Agreement that is not qualified by reference
to a Parent Material Adverse Effect shall be true and correct as of the
Effective Time, as though made on and as of the Effective Time, except that
those such representations and warranties that address matters only as of a
particular date shall remain true and correct as of such date, except in
each case where the failure to be so true and correct would not have a
Parent Material Adverse Effect. The Company shall have received a
certificate of an officer of Parent to these effects.

(b) Agreements and Covenants. Parent and Merger Sub shall have
performed or complied in all material respects with all agreements and
covenants required by this Agreement to be performed or complied with by it
on or prior to the Effective Time, and the Company shall have received a
certificate of an officer of Parent to that effect.

(c) Tax Opinion. The Company shall have received the opinion of Skadden,
Arps, Slate, Meagher & Flom LLP, in form and substance reasonably
satisfactory to the Company, to the effect that the Merger will be treated
for federal income tax purposes as a reorganization qualifying under the
provisions of Section 368(a) of the Code and that each of Parent, Merger
Sub and the Company will be a party to the reorganization within the
meaning of Section 368(b) of the Code. In rendering such opinion, counsel
may require and rely upon representations contained in certificates of
officers of Parent, Merger Sub, CBSBI and the Company, as the case may be.

ARTICLE VIII

Termination, Amendment and Waiver

Section 8.01. Termination. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time, notwithstanding any
requisite approval and adoption of this Agreement and the Merger by the
stockholders of the Company, as follows:

(a) by mutual written consent duly authorized by the Boards of Directors
of each of Parent, Merger Sub and the Company, if such termination is also
approved by the Special Committee;

(b) by Parent, Merger Sub or the Company if the Effective Time shall not
have occurred on or before April 30, 2001, provided, however, that the
right to terminate this Agreement under this Section 8.01(b) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the
Effective Time to occur by such time;

(c) by Parent, Merger Sub or the Company if any Governmental Entity
shall have enacted, issued, promulgated, enforced or entered any Order or
taken any other action restraining, enjoining or otherwise prohibiting the
consummation of the Merger and such Order or other action shall have become
final and nonappealable;

A-21

(d) by Parent if the Special Committee or the Board of Directors of the
Company withdraws, modifies or changes its recommendation of this Agreement
or the Merger in a manner adverse to Parent or Merger Sub or shall have
resolved to do any of the foregoing;

(e) by Parent upon a breach of any representation, warranty, covenant or
agreement on the part of the Company set forth in this Agreement, or if any
representation or warranty of the Company shall have become untrue, in
either case such that the conditions set forth either in Section 7.02(a) or
(b) would not be satisfied ("Terminating Company Breach"); provided that,
if, in the reasonable opinion of Parent, such Terminating Company Breach is
curable by the Company through the exercise of its reasonable efforts and
for as long as the Company continues to exercise such reasonable efforts,
Parent may not terminate this Agreement under this Section 8.01(e); or

(f) by the Company upon a breach of any representation, warranty,
covenant or agreement on the part of Parent or Merger Sub set forth in this
Agreement, or if any representation or warranty of Parent or Merger Sub
shall have become untrue, in either case such that the conditions set forth
either in Section 7.03(a) or (b) would not be satisfied ("Terminating
Parent Breach"); provided that, if, in the reasonable opinion of the
Company, such Terminating Parent Breach is curable by Parent or Merger Sub
through the exercise of its reasonable efforts and for as long as Parent or
Merger Sub continues to exercise such reasonable efforts, the Company may
not terminate this Agreement under this Section 8.01(f).

The right of any party hereto to terminate this Agreement pursuant to this
Section 8.01 shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of any party hereto, any person
controlling any such party or any of their respective officers or directors,
whether prior to or after the execution of this Agreement.

Section 8.02. Effect of Termination. Except as provided in Section 9.01, in
the event of termination of this Agreement pursuant to Section 8.01, this
Agreement shall forthwith become void, there shall be no liability under this
Agreement on the part of Parent, Merger Sub or the Company or any of their
respective officers or directors, and all rights and obligations of each party
hereto shall cease; provided, however, that nothing herein shall relieve any
party from liability for the willful breach of any of its representations,
warranties, covenants or agreements set forth in this Agreement.

Section 8.03. Amendment. This Agreement may be amended by the parties hereto
by action taken by or on behalf of their respective Boards of Directors at any
time prior to the Effective Time; provided, however, that, after the approval
and adoption of this Agreement and the Merger by the stockholders of the
Company, no amendment may be made which would alter or change the amount or
kind of consideration into which each Share shall be converted upon
consummation of the Merger or which otherwise cannot be made subsequent to such
stockholder approval under Delaware Law; and provided further that all
amendments must also be approved by the Special Committee. This Agreement may
not be amended except by an instrument in writing signed by the parties hereto.

Section 8.04. Waiver. At any time prior to the Effective Time, each of
Parent and the Company may (a) extend the time for the performance of any
obligation or other act of the other party, (b) waive any inaccuracy in the
representations and warranties of the other party contained herein or in any
document delivered pursuant hereto and (c) waive compliance with any agreement
of the other party or condition to its own obligations contained herein;
provided, however, that, if the Company seeks to make such extension or waiver
as provided in clause (a), (b) or (c) above, it must first obtain the approval
of the Special Committee. Any such extension or waiver shall be valid if set
forth in an instrument in writing signed by the party or parties to be bound
thereby.

Section 8.05. Expenses. All Expenses (as defined below) incurred in
connection with this Agreement and the transactions contemplated by this
Agreement shall be paid by the party incurring such expenses, whether or not
the Merger or any other transaction is consummated, except that the Company and
Parent each shall pay one-half of all Expenses relating to printing, filing and
mailing the Registration Statement and the

A-22

Information Statement and all SEC and other regulatory filing fees incurred in
connection with the Registration Statement and the Information Statement.
"Expenses" as used in this Agreement shall include all reasonable out-of-pocket
expenses (including, without limitation, all fees and expenses of counsel,
accountants, investment bankers, experts and consultants to a party hereto and
its affiliates) incurred by a party or on its behalf in connection with or
related to the authorization, preparation, negotiation, execution and
performance of this Agreement, the preparation, printing, filing and mailing of
the Registration Statement and the Information Statement, the solicitation of
stockholder approvals and all other matters related to the closing of the
Merger and the other transactions contemplated by this Agreement.

ARTICLE IX

General Provisions

Section 9.01 Non-Survival of Representations, Warranties and Agreements. The
representations, warranties and agreements in this Agreement and in any
certificate delivered pursuant hereto shall terminate at the Effective Time or
upon the termination of this Agreement pursuant to Section 8.01, as the case
may be, except that this Section 9.01 shall not limit any covenant or agreement
of the parties which by its terms contemplates performance after the Effective
Time or after termination of this Agreement.

Section 9.02. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by facsimile, by courier service or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 9.02):

if to Parent or Merger Sub:

Viacom Inc.
1515 Broadway
New York, NY 10036
Facsimile No.: (212) 258-6099
Attention: General Counsel

with a copy to:

Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Facsimile No.: (212) 848-7179
Attention: Creighton O'M. Condon, Esq.

if to the Company:

Infinity Broadcasting Corporation
51 West 52nd Street
New York, NY 10019
Facsimile No.: (212) 314-9228
Attention: General Counsel

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Facsimile No.: (212) 735-2000
Attention: Peter Allan Atkins, Esq.
Eric L. Cochran, Esq.

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SECTION 9.03 Certain Definitions. For purposes of this Agreement, the term:

(a) "affiliate" of a specified person means a person who directly or
indirectly through one or more intermediaries controls, is controlled by,
or is under common control with such specified person, provided, however,
that as used in this Agreement with respect to the Company, the term
"affiliate" shall only include the subsidiaries of the Company; provided
further that as used in this Agreement with respect to Parent, the term
"affiliate" shall not include any of the Company or any of the subsidiaries
of the Company;

(b) "business day" means any day on which the principal offices of the
SEC in Washington, D.C. are open to accept filings, or, in the case of
determining a date when any payment is due, any day on which banks are not
required or authorized to close in The City of New York;

(c) "control" (including the terms "controlled by" and "under common
control with") means the possession, directly or indirectly or as trustee
or executor, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of
voting securities, as trustee or executor, by contract or credit
arrangement or otherwise;

(d) "person" means an individual, corporation, partnership, limited
partnership, syndicate, person (including, without limitation, a "person"
as defined in section 13(d)(3) of the Exchange Act), trust, association or
entity or government, political subdivision, agency or instrumentality of a
government; and

(e) "subsidiary" or "subsidiaries" of any person means any corporation,
partnership, joint venture or other legal entity of which such person
(either alone or through or together with any other subsidiary) owns,
directly or indirectly, more than 50% of the stock or other equity
interests, the holders of which are generally entitled to vote for the
election of the board of directors or other governing body of such
corporation or other legal entity; provided, however, that for purposes of
the representations and the warranties of Parent in Article IV, and the
covenants and other agreements of Parent in Articles V and VI, except as
otherwise specifically provided therein, the "subsidiaries" of Parent shall
not include the Company or any subsidiaries of the Company.

Section 9.04. Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect as long as the economic or legal
substance of the Merger is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that
the Merger be consummated as originally contemplated to the fullest extent
possible.

Section 9.05. Entire Agreement; Assignment. This Agreement (including the
Exhibit, the Company Disclosure Schedule and the Parent Disclosure Schedule)
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, between the parties, with respect to the subject matter
hereof. This Agreement shall not be assigned by operation of law or otherwise,
except that Parent and Merger Sub may assign all or any of their rights and
obligations hereunder to any direct wholly owned subsidiary of Parent, provided
that no such assignment shall relieve the assigning party of its obligations
hereunder.

Section 9.06. Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement, other than Section 6.04 (which is intended to be for the
benefit of the persons covered thereby and may be enforced by such persons).

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Section 9.07. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (without giving
effect to conflicts of law principles) as to all matters, including validity,
construction, effect, performance and remedies.

Section 9.08. Headings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

Section 9.09 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by each
party hereto in separate counterparts, each of which when executed and
delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.

Section 9.10. Consent to Jurisdiction. (a) Each of Parent, Merger Sub and
the Company hereby irrevocably submits to the exclusive jurisdiction of the
courts of the State of Delaware sitting in the County of New Castle and the
United States District Court for the State of Delaware, and the appellate
courts having jurisdiction of appeals in such courts, for the purpose of any
action or proceeding arising out of or relating to this Agreement and each of
Parent, Merger Sub and the Company hereby irrevocably agrees that all claims in
respect to such action or proceeding may be heard and determined exclusively in
any such court. Each of Parent, Merger Sub and the Company agrees that a final
judgment in any action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

(b) Each of Parent, Merger Sub and the Company irrevocably consents to the
service of the summons and complaint and any other process in any other action
or proceeding relating to the transactions contemplated by this Agreement, on
behalf of itself or its property, by personal delivery of copies of such
process to such party. Nothing in this Section 9.10 shall affect the right of
either party to serve legal process in any other manner permitted by law.

Section 9.11. WAIVER OF JURY TRIAL. EACH OF PARENT, MERGER SUB AND THE
COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, MERGER
SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT THEREOF.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed as of the date first written above by its respective officers
thereunto duly authorized.

VIACOM INC.

By: /s/ Fredric G. Reynolds
--------------------------------
Name: Fredric G. Reynolds
Title: Executive Vice President
and
Chief Financial Officer

IBC MERGER CORP.

By: /s/ Fredric G. Reynolds
--------------------------------
Name: Fredric G. Reynolds
Title: Chief Financial Officer
and Treasurer

INFINITY BROADCASTING CORPORATION

By: /s/ Farid Suleman
--------------------------------
Name: Farid Suleman
Title: Executive Vice President,
Chief Financial Officer and
Treasurer

A-26

EXHIBIT 6.05

FORM OF AFFILIATE LETTER FOR
AFFILIATES OF THE COMPANY

[ ], 200[ ]

Viacom Inc.
1515 Broadway
New York, NY 10036

Ladies and Gentlemen:

I have been advised that as of the date of this letter I may be deemed to be
an "affiliate" of Infinity Broadcasting Corporation, a Delaware corporation
(the "Company"), as the term "affiliate" is defined for purposes of paragraphs
(c) and (d) of Rule 145 of the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"). Pursuant to the terms
of the Agreement and Plan of Merger, dated as of October 30, 2000 (the "Merger
Agreement"), among Viacom Inc., a Delaware corporation ("Parent"), IBC Merger
Corp., a Delaware corporation ("Merger Sub"), and the Company, the Company will
be merged with and into Merger Sub (the "Merger"), and the stockholders of the
Company will receive 0.592 of a share of Class B common stock, par value $.01
per share, of Parent (the "Parent Class B Common Shares") in exchange for each
share of Class A common stock, par value $.01 per share, of the Company (the
"Company Class A Shares") held by such stockholder as of the effective time of
the Merger. Capitalized terms used in this letter agreement without definition
shall have the meanings assigned to them in the Merger Agreement.

As a result of the Merger, I may receive Parent Class B Common Shares in
exchange for Company Class A Shares (or upon exercise of options for Company
Class A Shares) owned by me.

I represent, warrant and covenant to Parent that in the event that I receive
any Parent Class B Common Shares as a result of the Merger:

A. I shall not make any sale, transfer or other disposition of the
Parent Class B Common Shares in violation of the Act or the Rules and
Regulations.

B. I have carefully read this letter and the Merger Agreement and
discussed, to the extent I felt necessary, with my counsel or counsel for
the Company the requirements of such documents and other applicable
limitations upon my ability to sell, transfer or otherwise dispose of the
Parent Class B Common Shares.

C. I have been advised that the issuance to me of the Parent Class B
Common Shares pursuant to the Merger has been registered with the
Commission under the Act on a Registration Statement on Form S-4. However,
I have also been advised that, because (a) at the time the Merger is
submitted for approval by the stockholders of the Company, I may be deemed
to be an affiliate of the Company and (b) the distribution by me of the
Parent Class B Common Shares has not been registered under the Act, I may
not sell, transfer or otherwise dispose of the Parent Class B Common Shares
issued to me in the Merger unless (i) such sale, transfer or other
disposition is made in conformity with the volume and other limitations of
Rule 145 promulgated by the Commission under the Act, (ii) such sale,
transfer or other disposition has been registered under the Act or (iii) in
the opinion of counsel reasonably acceptable to Parent, such sale, transfer
or other disposition is otherwise exempt from registration under the Act.

D. I understand that Parent is under no obligation to register the sale,
transfer or other disposition of the Parent Class B Common Shares by me or
on my behalf under the Act or to take any other action necessary in order
to make compliance with an exemption from such registration available.

A-1-1

E. I understand that stop transfer instructions will be given to
Parent's transfer agent with respect to Parent Class B Common Shares issued
to me and that there will be placed on the certificates for the Parent
Class B Common Shares issued to me, or any substitutions therefor, a legend
stating in substance:

"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, APPLIES. THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF
AN AGREEMENT DATED [ ], 200[ ] BETWEEN THE REGISTERED
HOLDER HEREOF AND VIACOM INC., A COPY OF WHICH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICES OF VIACOM INC."

F. I understand that unless a sale or transfer by me of Parent Class B
Shares is made in conformity with the provisions of Rule 145, or pursuant
to a registration statement, Parent reserves the right to put the following
legend on the certificates issued to my transferee:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND WERE
ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO
WHICH RULE 145 PROMULGATED UNDER THE ACT APPLIES. THE SHARES HAVE
BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN
CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE
ACT AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT."

It is understood and agreed that the legends set forth in paragraphs E and F
above shall be removed by delivery of substitute certificates without such
legends if the undersigned shall have delivered to Parent a copy of a letter
from the staff of the Commission, or an opinion of counsel reasonably
satisfactory to Parent in form and substance reasonable satisfactory to Parent,
to the effect that such legend is not required for purposes of the Act.

Execution of this letter should not be considered an admission on my part
that I am an "affiliate" of the Company as described in the first paragraph of
this letter, or as a waiver of any rights that I may have to object to any
claim that I am such an affiliate on or after the date of this letter.

Very truly yours,

_____________________________________
Name:

Agreed and accepted this [ ] day
of [ ], 200[ ], by

Viacom Inc.

By: _________________________________
Name:
Title:

A-1-2

ANNEX B

[LETTERHEAD OF DEUTSCHE BANK]

October 30, 2000

Mr. Bruce S. Gordon
Mr. Jeffrey Sherman
Members of the Special Committee of the Board of Directors
Infinity Broadcasting Corporation
40 West 57th Street
New York, NY 10019

Gentlemen:

Deutsche Bank Securities Inc. ("Deutsche Bank") has acted as financial
advisor to the Special Committee of the Board of Directors of Infinity
Broadcasting Corporation (the "Special Committee") in connection with the
proposed merger of Infinity Broadcasting Corporation ("Infinity") and Viacom
Inc. ("Viacom") pursuant to the Agreement and Plan of Merger, dated as of
October 30, 2000, among Viacom, Infinity and Merger Sub, a wholly owned
subsidiary of Viacom ("Merger Sub") (the "Merger Agreement"), which provides,
among other things, for the merger of Infinity with and into Merger Sub (the
"Transaction"), as a result of which the separate corporate existence of
Infinity shall cease and Merger Sub shall continue as the surviving
corporation. As set forth more fully in the Merger Agreement, as a result of
the Transaction, each share of the Class A Common Stock, par value $0.01 per
share, of Infinity ("Infinity Common Stock") not owned directly or indirectly
by Viacom or Infinity will be converted into the right to receive 0.592 share
(the "Exchange Ratio") of Class B Common Stock, par value $0.01 per share, of
Viacom ("Viacom Common Stock"). The terms and conditions of the Transaction are
more fully set forth in the Merger Agreement.

You have requested Deutsche Bank's opinion, as investment bankers, as to the
fairness, from a financial point of view, of the Exchange Ratio to the holders
of Infinity Common Stock other than Viacom and its affiliates (the "Public
Shareholders").

In connection with Deutsche Bank's role as financial advisor to the Special
Committee, and in arriving at its opinion, Deutsche Bank has reviewed certain
publicly available financial and other information concerning Viacom and
Infinity and certain internal analyses and other information furnished to it by
Viacom and Infinity. Deutsche Bank has also held discussions with members of
the senior managements of Viacom and Infinity regarding the businesses and
prospects of their respective companies and the joint prospects of a combined
company. In addition, Deutsche Bank has (i) reviewed the reported prices and
trading activity for Viacom Common Stock and Infinity Common Stock, (ii)
compared certain financial and stock market information for Viacom and Infinity
with similar information for certain other companies whose securities are
publicly traded, (iii) reviewed certain financial forecasts for Infinity and
Viacom prepared and published by research analysts, since no internal
projections were available apart from operating budgets for the year 2000, (iv)
reviewed the financial terms of certain recent business combinations which it
deemed comparable in whole or in part, (v) reviewed the terms of the Merger
Agreement, and (vi) performed such other studies and analyses and considered
such other factors as it deemed appropriate.

Deutsche Bank has not assumed responsibility for independent verification
of, and has not independently verified, any information, whether publicly
available or furnished to it, concerning Viacom or Infinity, including, without
limitation, any financial information, forecasts or projections considered in
connection with

B-1

the rendering of its opinion. Accordingly, for purposes of its opinion,
Deutsche Bank has assumed and relied upon the accuracy and completeness of all
such information and Deutsche Bank has not conducted a physical inspection of
any of the properties or assets, and has not prepared or obtained any
independent evaluation or appraisal of any of the assets or liabilities, of
Viacom or Infinity. We were advised by the managements of Infinity and Viacom
that no financial projections or forecasts for their companies were available
apart from operating budgets for the year 2000. We have relied, with your
consent, on statements made by Viacom indicating that Viacom would not consider
a transaction involving a sale of Infinity, and we were not requested to
solicit, and we did not solicit, interest from any party with respect to an
acquisition of Infinity. Viacom currently owns Class B common stock of Infinity
having approximately 90.0 percent of the combined voting power and 64.3 percent
of the combined equity interest of both classes of Infinity's common stock.
Deutsche Bank's opinion is necessarily based upon economic, market and other
conditions as in effect on, and the information made available to it as of, the
date hereof.

For purposes of rendering its opinion, Deutsche Bank has assumed that, in
all respects material to its analysis, the representations and warranties of
Infinity, Merger Sub and Viacom contained in the Merger Agreement are true and
correct, the parties to the Merger Agreement will each perform all of the
covenants and agreements to be performed by it under the Merger Agreement and
all conditions to the obligations of each of the parties to the Merger
Agreement to consummate the Transaction will be satisfied without any waiver
thereof. Deutsche Bank has also assumed that all material governmental,
regulatory or other approvals and consents required in connection with the
consummation of the Transaction will be obtained and that in connection with
obtaining any necessary governmental, regulatory or other approvals and
consents, or any amendments, modifications or waivers to any agreements,
instruments or orders to which either Infinity or Viacom is a party or is
subject or by which it is bound, no limitations, restrictions or conditions
will be imposed or amendments, modifications or waivers made that would have a
material adverse effect on Infinity or Viacom or materially reduce the
contemplated benefits of the Transaction to Infinity. In addition, you have
informed Deutsche Bank, and accordingly for purposes of rendering its opinion
Deutsche Bank has assumed, that the Transaction will be tax-free to each of
Infinity and Viacom and their respective stockholders.

This opinion is addressed to, and for the use and benefit of, the Special
Committee and is not a recommendation to the stockholders of Infinity to
approve the Transaction. Deutsche Bank expresses no opinion as to the prices at
which Infinity Common Stock or Viacom Common Stock will trade at any time in
the future. This opinion is limited to the fairness, from a financial point of
view, of the Exchange Ratio to the Public Shareholders, and Deutsche Bank
expresses no opinion as to the merits of the underlying decision by Infinity to
engage in the Transaction.

Deutsche Bank will be paid a fee for its services as financial advisor to
the Special Committee in connection with the Transaction, a substantial portion
of which may be contingent upon consummation of the Transaction. We are an
affiliate of Deutsche Bank AG (together with its affiliates, the "DB Group").
One or more members of the DB Group have, from time to time, provided
investment banking, commercial banking (including extension of credit) and
other financial services to Infinity and Viacom or their affiliates for which
it has received compensation. In the ordinary course of business, members of
the DB Group may actively trade in the securities and other instruments and
obligations of Infinity and Viacom for their own accounts and for the accounts
of their customers. Accordingly, the DB Group may at any time hold a long or
short position in such securities, instruments and obligations.

Based upon and subject to the foregoing, it is Deutsche Bank's opinion as
investment bankers that the Exchange Ratio is fair, from a financial point of
view, to the Public Shareholders.

Very truly yours,

/s/ Deutsche Bank Securities Inc.
Deutsche Bank Securities Inc.

B-2

ANNEX C

[LETTERHEAD OF BEAR STEARNS]

October 30, 2000
The Special Committee of the Board of Directors
Infinity Broadcasting Corporation
40 West 57th Street
New York, NY 10019

Ladies and Gentlemen:

We understand that Infinity Broadcasting Corporation ("Infinity") and Viacom
Inc. ("Viacom") have entered into an Agreement and Plan of Merger dated October
30, 2000 (the "Merger Agreement"), pursuant to which Viacom will acquire the
equity interests in Infinity not already owned by Viacom or its affiliated
entities (the "Transaction"). Upon consummation of the Transaction, each share
of Infinity Class A and Class B common stock will be converted into the right
to receive 0.592 share of Viacom Class B common stock (the "Exchange Ratio").
You have provided us with a copy of the Merger Agreement.

You have asked us to render our opinion as to whether the Exchange Ratio is
fair, from a financial point of view, to the holders of Infinity Class A common
stock, excluding Viacom and its affiliated entities (the "Unaffiliated Class A
Stockholders").

In the course of performing our review and analyses for rendering this
opinion, we have:

. reviewed the Merger Agreement;

. reviewed Viacom's Annual Reports to Stockholders and Annual Reports on
Form 10-K for the years ended December 31, 1997 through 1999, its
Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and
June 30, 2000, its preliminary earnings release for the period ended
September 30, 2000, its Proxy Statement on Schedule 14A dated June 5,
2000, its Report on Form 8-K/A dated May 4, 2000, and its Registration
Statement on Form S-4 dated November 24, 1999;

. reviewed CBS Corporation's Annual Reports to Stockholders and Annual
Reports on Form 10-K for the years ended December 31, 1997 through 1999,
and its Quarterly Report on Form 10-Q for the period ended March 31,
2000;

. reviewed Infinity's Annual Reports to Stockholders and Annual Reports on
Form 10-K for the years ended December 31, 1998 and 1999, its Quarterly
Reports on Form 10-Q for the periods ended March 31, 2000 and June 30,
2000, its preliminary earnings release for the period ended September
30, 2000, its Proxy Statements on Schedule 14A dated March 30, 2000 and
October 5, 1999, and its Registration Statement on Form S-1 dated
December 9, 1998 relating to its initial public offering;

. reviewed certain operating and financial information, including a budget
for the year ended December 31, 2000, relating to Infinity's and
Viacom's businesses and prospects provided to us by their respective
managements;

C-1

. met with certain members of Infinity's and Viacom's senior management to
discuss Infinity's and Viacom's respective businesses, operations,
historical and budgeted financial results and future prospects;

. reviewed the historical prices, trading multiples and trading volumes of
Infinity Class A common stock and Viacom Class A and Class B common
stock;

. reviewed various public equity research reports, earnings estimates and
target stock prices for Infinity and Viacom;

. reviewed publicly available financial data, stock market performance
data and trading multiples of companies which we deemed generally
comparable to Infinity and Viacom;

. reviewed the financial terms of recent minority buy-in transactions and
recent mergers and acquisitions which we deemed generally relevant to
our analysis;

. reviewed the pro forma financial results, financial condition and
capitalization of Viacom after giving effect to the Transaction; and

. conducted such other studies, analyses, inquiries and investigations as
we deemed appropriate.

We have relied upon and assumed, without independent verification, the
accuracy and completeness of the financial and other information, including
without limitation the budgets, provided to us by Infinity and Viacom. With
respect to Infinity's and Viacom's budgeted financial results, we have assumed
that they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the senior managements of Infinity and
Viacom as to the expected future performance of Infinity and Viacom,
respectively. We have not assumed any responsibility for the independent
verification of any such information or of the budgets provided to us, and we
have further relied upon the assurances of the senior managements of Infinity
and Viacom that they are unaware of any facts that would make the information
and budgets provided to us incomplete or misleading.

In arriving at our opinion, we have not performed or obtained any
independent appraisal of the assets or liabilities (contingent or otherwise) of
Infinity and Viacom, nor have we been furnished with any such appraisals. We
have assumed that the Transaction will qualify as a tax-free "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code. We have
assumed that the Transaction will be accounted for as a purchase in accordance
with U.S. generally accepted accounting principles. We have further assumed
that the Transaction will be consummated in a timely manner and in accordance
with the terms of the Merger Agreement without any regulatory limitations,
restrictions, conditions, amendments or modifications that collectively would
have a material effect on Infinity or Viacom.

We do not express any opinion as to the price or range of prices at which
the Class A common stock of Infinity or the Class A or Class B common stock of
Viacom may trade subsequent to the announcement of the signing of the Merger
Agreement or as to the price or range of prices at which the Class A or Class B
common stock of Viacom may trade subsequent to the consummation of the
Transaction.

We have acted as a financial advisor to the Special Committee of the Board
of Directors of Infinity (the "Special Committee") in connection with the
Transaction and will receive a customary fee for such services, a substantial
portion of which is payable at the discretion of the Special Committee. Bear
Stearns has been previously engaged by Infinity and Viacom to provide certain
investment banking and financial advisory services for which we received
customary fees. In the ordinary course of business, Bear Stearns may actively
trade the equity and debt securities of Infinity and/or Viacom for our own
account and for the account of our customers and, accordingly, may at any time
hold a long or short position in such securities.

It is understood that this letter is intended for the benefit and use of the
Special Committee in their consideration of the Transaction and does not
constitute a recommendation to the Special Committee or to the Unaffiliated
Class A Stockholders as to how to vote in connection with the Transaction. This
opinion does not address Infinity's underlying business decision to pursue the
Transaction, the relative merits of the Transaction

C-2

as compared to any alternative business strategies that might exist for
Infinity or the effects of any other transaction in which Infinity might
engage. This letter is not to be used for any other purpose, or be reproduced,
disseminated, quoted from or referred to at any time, in whole or in part,
without our prior written consent; provided, however, that this letter may be
included in its entirety in any consent solicitation statement to be
distributed to the holders of Infinity Class A common stock in connection with
the Transaction. Our opinion is subject to the assumptions and conditions
contained herein and is necessarily based on economic, market and other
conditions, and the information made available to us, as of the date hereof. We
assume no responsibility for updating or revising our opinion based on
circumstances or events occurring after the date hereof.

Based on and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair, from a financial point of view, to the
Unaffiliated Class A Stockholders.

Very truly yours,

Bear, Stearns & Co. Inc.

/s/ Anthony J. Magro
By: _________________________________
Senior Managing Director

C-3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Officers And Directors

Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") allows a
corporation to include in its certificate of incorporation a provision
eliminating the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except in cases where the director breached his or her duty of loyalty to the
corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of the law, willfully or
negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The registrant's restated certificate of incorporation (the "Viacom
Charter") contains provisions that eliminate directors' personal liability, in
certain circumstances, as set forth above.

Section 1 of Article VI of the Viacom Charter provides that the registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the registrant) by reason of the fact that he or she is
or was a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee or
agent (including trustee) of another corporation, partnership, joint venture,
trust or other enterprise, against judgments, fines, amounts paid in settlement
and expenses (including attorneys' fees), actually and reasonably incurred by
him in connection with such action, suit or proceedings if he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2 of Article VI of the Viacom Charter provides that the registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the registrant to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the registrant,
or is or was serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the registrant,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
registrant unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability and in view of all of the circumstances of the case,
such person is fairly and reasonably entitled to indemnify for such expenses
which the court shall deem proper.

Section 4 of Article VI of the Viacom Charter provides that any
indemnification made pursuant to the above provisions (unless ordered by a
court) shall be made by the registrant only as authorized in the specific case
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct as set forth above. Such determination shall
be made, with respect to a person who is a director or officer at the time of
such determination, (1) by a majority vote of the directors who are not parties
to such action, suit or proceedings, even though less than a quorum, or (2) by
a committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders of the registrant entitled to vote thereon.

II-1

The Viacom Charter provides that to the extent that a present or former
director, officer, employee or agent of the registrant has been successful on
the merits or otherwise in defense of any action, suit or proceeding
referred above, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by that person in connection therewith. The
indemnification and advancement of expenses provided by, or granted pursuant
to, the indemnification provisions of the Viacom Charter shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in that person's official capacity and as to action in another capacity while
holding such office. Without limiting the foregoing, the registrant is
authorized to enter into an agreement with any director, officer, employee or
agent of the registrant providing indemnification for such person against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement that result from any threatened pending or completed actions, suit,
or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of the registrant, that arises by
reason of the fact that such person is or was a director, officer, employee or
agent of the registrant, or is or was serving at the request of the registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to the full extent allowed by law,
except that no such agreement shall provide for indemnification for any actions
that constitute fraud, actual dishonesty or willful misconduct.

The registrant may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the registrant, or is
or was serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
registrant would have the power to indemnify him against such liability under
the provisions of Article VI of the Viacom Charter.

Pursuant to Section 7 of Article VI of the Viacom Charter, the registrant
has purchased certain liability insurance for its officers and directors as
permitted by Section 145(g) of the DGCL.

ITEM 21. Exhibits and Financial Statement Schedules

(a) The following documents are exhibits to the Registration Statement.

Exhibit
Number Description of Document
------- -----------------------

*2.1 Agreement and Plan of Merger, dated as of October 30, 2000, among
Viacom Inc., IBC Merger Corp. and Infinity Broadcasting Corporation
(attached as Annex A to the Proxy Statement/Prospectus**)

4.1 Specimen certificate representing Viacom Inc. Class B Common Stock
(incorporated by reference to Exhibit 4(a) to the Quarterly Report on
Form 10-Q of Viacom Inc. for the quarter ended June 30, 1990) (File
No. 1-9553)

*5.1 Opinion of Michael D. Fricklas, Executive Vice President, General
Counsel and Secretary of Viacom Inc., as to the legality of the
securities being registered

*8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the material
United States federal income tax consequences of the Merger

*8.2 Opinion of Weil, Gotshal & Manges LLP as to the material United States
federal income tax consequences of the Merger

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of KPMG LLP

II-2

23.3 Consent of KPMG LLP
*23.4 Consent of Michael D. Fricklas, Executive Vice President, General Counsel and Secretary of
Viacom Inc. (included in his opinion in Exhibit 5.1)
*23.5 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in its opinion in Exhibit 8.1)
*23.6 Consent of Weil, Gotshal & Manges LLP (included in its opinion in Exhibit 8.2)
*23.7 Consent of Deutsche Bank Securities Inc.
*23.8 Consent of Bear, Stearns & Co. Inc.
*24.1 Power of Attorney
99.1 Form of Chairman's Letter to the Stockholders of Infinity Broadcasting Corporation (attached as
cover
page to the Proxy Statement/Prospectus)
*99.2 Opinion of Deutsche Bank Securities Inc. (attached as Annex B to the Proxy Statement/Prospectus)
*99.3 Opinion of Bear, Stearns & Co. Inc. (attached as Annex C to the Proxy Statement/Prospectus)
99.4 Form of Notice of Special Meeting of Stockholders of Infinity Broadcasting Corporation (attached to
the Proxy Statement/Prospectus)
99.5 Form of Proxy Card for Special Meeting of Stockholders of Infinity Broadcasting Corporation

--------
* Previously filed.
** Schedules referred to in the Agreement and Plan of Merger are omitted from
this filing. The Registrant agrees to furnish supplementally a copy of any
omitted schedule to the Commission upon request, in accordance with Item
601(b)(2) of Regulation S-K.

(b) Not applicable.

(c) The opinions of Deutsche Bank Securities Inc. and Bear, Stearns & Co.
Inc. are included as Annex B and Annex C, respectively, to the Proxy
Statement/Prospectus which is part of this Registration Statement.

ITEM 22. Undertakings

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other items of the applicable form.

(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports
to meet the requirements of section 10(a)(3) of the Securities Act and
is used in connection with an offering of securities subject to Rule
415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and
that, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or

II-3

otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the Proxy
Statement/Prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent
to the effective date of the registration statement through the date of
responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.

II-4

SIGNATURES OF VIACOM INC.

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the County of New
York, State of New York, on this 8th day of January, 2001.

Viacom Inc.

/s/ Sumner M. Redstone
By: _________________________________
Name: Sumner M. Redstone
Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Sumner M. Redstone Chairman of the Board of January 8, 2001
______________________________________ Directors, Chief
Sumner M. Redstone Executive Officer and
Director (Principal
Executive Officer)
/s/ Fredric G. Reynolds Executive Vice President January 8, 2001
______________________________________ and Chief Financial
Fredric G. Reynolds Officer (Principal
Financial Officer)
/s/ Susan C. Gordon Vice President, Controller January 8, 2001
______________________________________ and Chief Accounting
Susan C. Gordon Officer (Principal
Accounting Officer)
* Director
______________________________________
George S. Abrams
* Director
______________________________________
George H. Conrades
* Director
______________________________________
Philippe P. Dauman
* Director
______________________________________
William H. Gray III
* Director
______________________________________
Mel Karmazin
* Director
______________________________________
Jan Leschly
* Director
______________________________________
David T. McLaughlin
* Director
______________________________________
Leslie Moonves
* Director
______________________________________
Ken Miller
* Director
______________________________________
Brent D. Redstone

II-5

Signature Title Date
--------- ----- ----

* Director
______________________________________
Shari Redstone
* Director
______________________________________
Frederic V. Salerno
* Director
______________________________________
William Schwartz
* Director
______________________________________
Ivan Seidenberg
* Director
______________________________________
Patty Stonesifer
* Director
______________________________________
Robert D. Walter
/s/ Michael D. Fricklas January 8, 2001
*By __________________________________
Michael D. Fricklas
Attorney-in-Fact
For the Directors

II-6

EXHIBIT INDEX

Exhibit
Number Description of Document
------- -----------------------

*2.1 Agreement and Plan of Merger, dated as of October 30, 2000, among
Viacom Inc., IBC Merger Corp. and Infinity Broadcasting Corporation
(attached as Annex A to the Proxy Statement/Prospectus**)

*5.1 Opinion of Michael D. Fricklas, Executive Vice President, General
Counsel and Secretary of Viacom Inc., as to the legality of the
securities being registered

*8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the material
United States federal income tax consequences of the Merger

*8.2 Opinion of Weil, Gotshal & Manges LLP as to the material United States
federal income tax consequences of the Merger

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of KPMG LLP

23.3 Consent of KPMG LLP

*23.4 Consent of Michael D. Fricklas, Executive Vice President, General
Counsel and Secretary of Viacom Inc. (included in his opinion in
Exhibit 5.1)

*23.5 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in its
opinion in Exhibit 8.1)

*23.6 Consent of Weil, Gotshal & Manges LLP (included in its opinion in
Exhibit 8.2)

*23.7 Consent of Deutsche Bank Securities Inc.

*23.8 Consent of Bear, Stearns & Co. Inc.

*24.1 Power of Attorney

*99.1 Form of Chairman's Letter to the Stockholders of Infinity Broadcasting
Corporation (attached as cover page to the Proxy Statement/Prospectus)

*99.2 Opinion of Deutsche Bank Securities Inc. (attached as Annex B to the
Proxy Statement/Prospectus)

*99.3 Opinion of Bear, Stearns & Co. Inc. (attached as Annex C to the Proxy
Statement/Prospectus)

99.4 Form of Notice of Special Meeting of Stockholders of Infinity
Broadcasting Corporation (attached to the Proxy Statement/Prospectus)

99.5 Form of proxy card for Special Meeting of Stockholders of Infinity
Broadcasting Corporation