UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
SCHEDULE 13D/A
(AMENDMENT No. 1)
Under the Securities Exchange Act of 1934
HOLLYWOOD MEDIA CORP.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
089144109
(CUSIP Number)
Sumner M. Redstone
National Amusements, Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (781) 461-1600
with a copy to:
Michael D. Fricklas, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
September 18, 2000
(Date of Event which Requires Filing of this Statement)
-----------------------------------------------------------
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /.
Page 1 of 9 Pages
Page 2 of 9 Pages
CUSIP No. 089144109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
------------------------------------------------------------
I.R.S No. 04-2949533
------------------------------------------------------------
(2> Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)______________________________________________________
/ / (b)_____________________________________________________
(3) SEC Use Only________________________________________________
(4) Sources of Funds (See Instructions) N/A
--------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). ______________________________
(6) Citizenship or Place of Organization Delaware
------------------------------------------------------------
Number of (7) Sole Voting Power
Shares ----------------------------------------
Beneficially (8) Shared Voting Power 7,950,923*
Owned by ----------------------------------------
Each (9) Sole Dispositive Power
Reporting ---------------------------------------
Person With (10) Shared Dispositive Power 7,950,923*
------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
7,950,923*
-------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) __________________________
(13) Percent of Class Represented by Amount in Row (11)
31.9%**
-------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
-----------
*Includes 100,000 shares underlying currently exercisable
warrants.
**Based on full exercise of warrants.
Page 3 of 9 Pages
CUSIP No. 089144109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NAIRI, INC.
-----------------------------------------------------------
I.R.S No. 04-3446887
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)_________________________________________________________
/ / (b)_________________________________________________________
(3) SEC Use Only________________________________________________
(4) Sources of Funds (See Instructions) N/A
----------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). _______________________________________
(6) Citizenship or Place of Organization Delaware
------------------------------------------------------------
Number of (7) Sole Voting Power
Shares ----------------------------------------
Beneficially (8) Shared Voting Power 7,950,923*
Owned by ----------------------------------------
Each (9) Sole Dispositive Power
Reporting ----------------------------------------
Person With (10) Shared Dispositive Power 7,950,923*
------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
7,950,923*
------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares See Instructions) __________________________
(13) Percent of Class Represented by Amount in Row (11)
31.9%**
-------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
------------
-------
*Includes 100,000 shares underlying currently exercisable
warrants.
**Based on full exercise of warrants.
Page 4 of 9 Pages
CUSIP No. 089144109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NATIONAL AMUSEMENTS, INC.
------------------------------------------------------------
I.R.S No. 04-2261332
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)_____________________________________________________
/ / (b)_____________________________________________________
(3) SEC Use Only _________________________________________
(4) Sources of Funds (See Instructions) N/A
------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). ________________________
(6) Citizenship or Place of Organization Maryland
------------------------------------------------------------
Number of (7) Sole Voting Power
Shares ----------------------------------------
Beneficially (8) Shared Voting Power 7,950,923*
Owned by ----------------------------------------
Each (9) Sole Dispositive Power
Reporting ----------------------------------------
Person (10) Shared Dispositive Power 7,950,923*
With
-------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
7,950,923*
-------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions> __________________________
(13) Percent of Class Represented by Amount in Row (11)
31.9%**
--------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
-----------
*Includes 100,000 shares underlying currently exercisable
warrants.
**Based on full exercise of warrants.
Page 5 of 9 Pages
CUSIP No. 089144109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
------------------------------------------------------------
S.S. No. 026-24-2929
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)___________________________________________________
/ / (b)__________________________________________________
(3) SEC Use Only _________________________________________
<4) Sources of Funds (See Instructions) N/A
-------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). _______________________
(6) Citizenship or Place of Organization United States
-------------------------------------------------------
Number of (7) Sole Voting Power
Shares -----------------------------------------
Beneficially (8) Shared Voting Power 7,950,923*
Owned by -----------------------------------------
Each (9) Sole Dispositive Power
Reporting -----------------------------------------
Person (10) Shared Dispositive Power 7,950,923*
With
------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
7,950,923*
------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ________________________
(13) Percent of Class Represented by Amount in Row (11)
31.9%**
--------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
--------------------------------------------------------
*Includes 100,000 shares underlying currently exercisable
warrants.
**Based on full exercise of warrants.
Page 6 of 9 Pages
This Amendment No. 1 hereby amends the Statement
on Schedule 13D previously filed by Viacom Inc. ("Viacom"),
NAIRI, Inc. ("NAIRI"), National Amusements, Inc. ("NAI") and
Mr. Sumner M. Redstone with respect to the Common Stock,
$.01 par value per share (the "Common Shares"), of Hollywood
Media Corp. (formerly named Hollywood.com, Inc.) the
("Issuer") as follows:
Item 2. IDENTITY AND BACKGROUND.
Item 2 is amended and supplemented as follows:
David Andelman, an attorney whose business address
is c/o Lourie and Cutler, 60 State Street, Boston, MA 02109,
has been elected a Director of Viacom. Thomas E. Dooley is
no longer a Director of Viacom.
Mr. Andelman is a citizen of the United States.
During the last five years, he has not been (a) convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and supplemented as follows:
The Reporting Persons acquired warrants from the
Issuer that entitle them to purchase up to 100,000 Common
Shares at an exercise price of $7.819 per share. The
warrants, which were issued to Viacom on September 18, 2000
pursuant to an agreement between Viacom and the Issuer, are
exercisable from such date through September 18, 2003.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended and supplemented as follows:
As indicated in Item 3 above, the Reporting
Persons may acquire up to 100,000 additional Common Shares
upon exercise of certain warrants issued to Viacom on
September 18, 2000. The Reporting Persons acquired these
warrants solely for investment purposes.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety to
read as follows:
(a) and (b) Viacom is currently the beneficial
owner, with shared dispositive and voting power,
of 7,950,923 Common Shares, or approximately
31.9%, of the Issuer's issued and outstanding
Common Shares, including 100,000 Common Shares
underlying currently exercisable warrants (based
on the number of Common Shares that were reported
by the Issuer to be issued and outstanding as of
November 9, 2000 and assuming the exercise of all
the warrants referred to above and such underlying
shares to be issued and outstanding for purposes
of this calculation).
Page 7 of 9 Pages
NAIRI is currently the beneficial owner, with
shared dispositive and voting power, of 7,950,923
Common Shares, or approximately 31.9%, of the
Issuer's issued and outstanding Common Shares,
including 100,000 Common Shares underlying
currently exercisable warrants (based on the
number of Common Shares that were reported by the
Issuer to be issued and outstanding as of November
9, 2000 and assuming the exercise of all of the
warrants referred to above and such underlying
shares to be issued and outstanding for purposes
of this calculation).
NAI is currently the beneficial owner, with shared
dispositive and voting power, of 7,950,923 Common
Shares, or approximately 31.9%, of the Issuer's
issued and outstanding Common Shares, including
100,000 Common Shares underlying currently
exercisable warrants (based on the number of
Common Shares that were reported by the Issuer to
be issued and outstanding as of November 9, 2000
and assuming the exercise of all of the warrants
referred to above and such underlying shares to be
issued and outstanding for purposes of this
calculation).
As a result of his stock ownership in NAI, Mr.
Sumner M. Redstone is deemed the beneficial owner
of 7,950,923 Common Shares of the Issuer or
approximately 31.9% of the Issuer's issued and
outstanding Common Shares, including 100,000
Common Shares underlying currently exercisable
warrants (based on the number of Common Shares
that were reported by the Issuer to be issued and
outstanding as of November 9, 2000 and assuming
the exercise of all of the warrants referred to
above and such underlying shares to be issued and
outstanding for purposes of this calculation).
(c) None.
(d) None.
(e) N/A
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is amended and restated in its entirety to
read as follows:
Except for the issuance of the warrants which are
described in Items 3 and 4 above, none of the Reporting
Persons has entered into, or amended any existing, agreement
with respect to the Common Shares or other securities of the
Issuer since the prior statement on Schedule 13D, or any
amendment thereto, that was filed by certain of the
Reporting Persons or any predecessor thereof. Viacom, as
successor by merger to CBS, has assumed all rights and
obligations of CBS.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Agreement among Viacom Inc.,
NAIRI, Inc., National Amusements, Inc. and
Sumner M. Redstone.
Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
February 13, 2001
VIACOM INC.
By: /s/Michael D. Fricklas
-----------------------
Michael D. Fricklas
Executive Vice President,
General Counsel and Secretary
NAIRI, Inc.
By: /s/ Sumner M. Redstone
------------------------
Sumner M. Redstone
Chairman and President
NATIONAL AMUSEMENTS, INC.
By: /s/ Sumner M. Redstone
------------------------
Sumner M. Redstone,
Chairman and Chief Executive
Officer
/s/ Sumner M. Redstone
------------------------
Sumner M. Redstone,
Individually
Exhibit 99.1 to Schedule 13D Page 9 of 9 Pages
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on
Schedule 13D, dated May 15, 2000 (the "Schedule 13D"), with
respect to the Common Stock, par value $.01 per share, of
Hollywood Media Corp. (formerly named Hollywood.com, Inc.)
is, and any amendments executed by us shall be, filed on
behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, and that this Agreement shall be
included as an exhibit to the Schedule 13D and each such
amendment. Each of the undersigned agrees to be responsible
for the timely filing of the Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the
information concerning itself contained therein. This
agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the 13TH day of February, 2001.
VIACOM INC.
By: /s/Michael D. Fricklas
-----------------------
Michael D. Fricklas
Executive Vice President,
General Counsel and Secretary
NAIRI, Inc.
By: /s/ Sumner M. Redstone
------------------------
Sumner M. Redstone
Chairman and President
NATIONAL AMUSEMENTS, INC.
By: /s/ Sumner M. Redstone
------------------------
Sumner M. Redstone,
Chairman and Chief Executive
Officer
/s/ Sumner M. Redstone
------------------------
Sumner M. Redstone,
Individually