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 (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 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 (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 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.
- -------------------------------------------------------------
(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
By: /s/ Sumner M. Redstone
----------------------------
Sumner M. Redstone
Individually