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Infinity Broadcasting Corporation Agrees to Acquire Waterman Broadcasting Corporation of Texas' KTFM-FM and Legendary KTSA-AM

       Addition of Successful San Antonio Stations Moves Infinity Radio
                           Into a New Top 50 Market

    NEW YORK, and SAN ANTONIO, March 28 /PRNewswire/ -- Infinity Broadcasting
Corporation today announced that it has agreed to acquire radio stations
KTFM-FM and KTSA-AM in San Antonio for approximately $90 million in class A
Infinity stock.  The transaction, which is being structured as a
tax-free stock-for-stock merger, is between a subsidiary of Infinity and
privately held Waterman Broadcasting Corporation of Texas.
    In 1922, KTSA-AM became the first radio station to be licensed in San
Antonio.  For the past 35 years, the station has been owned by Bernard
Waterman's Waterman Broadcasting Corporation of Texas.  In addition, KTFM-FM,
Mr. Waterman's other station in San Antonio, has perennially been the top-
rated FM station in the market.
    "We are proud to announce this acquisition of two legendary radio stations
from Bernard Waterman, one of America's great broadcasters," said Mel
Karmazin, Chairman, President and Chief Executive Officer, Infinity
Broadcasting Corporation.  "San Antonio is a growing market and in KTSA and
KTFM, we gain stations rich in history, not to mention strong in performance.
At the same time, Infinity further extends its holdings in Texas where we will
now operate radio stations in the four largest markets -- covering 80% of the
state's population."
    "Several parties approached me to express interest in our stations," said
Mr. Waterman.  "Ultimately, the decision to merge with Infinity was based
largely on my regard for Mel as a broadcaster, the image and reputation of
Infinity and the working relationship that Infinity enjoys with its employees.
I am confident that Waterman's existing management, including General Manager
Joe Ernest and his staff, who will be retained after the merger, will enjoy
working with Mel, his team, as well as with me in my advisory role."
    Under the terms of the deal, Mr. Waterman has entered into a consultancy
and a non-compete agreement.  In addition, Mr. Waterman will retain ownership
of the parent Waterman Broadcasting Corporation and its subsidiaries the
Virginia Broadcast Corporation and the Florida Broadcast Corporation, with
television stations in Virginia and Florida.
    The president of Infinity Radio, Dan Mason, commenced his general managing
career at KTSA-AM and KTFM-FM in the 1970s.
    KTSA-AM and KTFM-FM in San Antonio will be added to the significant
portfolio Infinity Broadcasting and its parent company, CBS Corporation,
already own in Texas.  The portfolio includes:  Eight radio stations, outdoor
advertising properties and KTVT-TV in Dallas; four radio stations, outdoor
advertising properties and KEYE-TV in Austin; and four radio stations and
outdoor advertising properties in Houston.
    The transaction is subject to customary regulatory approvals.

    Infinity Broadcasting Corporation operates more than 160 radio stations,
as well as Infinity Outdoor and TDI, the Company's outdoor advertising
businesses.  Infinity also manages and holds an equity position in Westwood
One, Inc.  Infinity Broadcasting Corporation is a majority-owned subsidiary of
CBS Corporation.


SOURCE Infinity Broadcasting Corporation




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    CONTACT:
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