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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SportsLine.com, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
848-934-10-5
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(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)
August 1, 2004
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(Page 1 of 14 Pages)
Page 2 of 14 Pages
CUSIP No. 848-934-10-5
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------------
(8) Shared Voting Power
Beneficially
20,267,295
Owned by Each --------------------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
--------------------------------------------------------------
Person With (10) Shared Dispositive Power
16,876,740
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,267,295
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
44.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
Page 3 of 14 Pages
CUSIP No. 848-934-10-5
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NAIRI, Inc.
I.R.S Identification No. 04-3446887
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------------
(8) Shared Voting Power
Beneficially
20,267,295
Owned by Each --------------------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
--------------------------------------------------------------
Person With (10) Shared Dispositive Power
16,876,740
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,267,295
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
44.0%
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(14) Type of Reporting Person (See Instructions)
CO
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Page 4 of 14 Pages
CUSIP No. 848-934-10-5
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
National Amusements, Inc.
I.R.S Identification No. 04-2261332
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Maryland
- --------------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------------
(8) Shared Voting Power
Beneficially
20,267,295
Owned by Each --------------------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
--------------------------------------------------------------
Person With (10) Shared Dispositive Power
16,876,740
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,267,295
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
44.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 5 of 14 Pages
CUSIP No. 848-934-10-5
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Viacom Inc.
I.R.S Identification No. 04-2949533
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------------
(8) Shared Voting Power
Beneficially
20,267,295
Owned by Each --------------------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
--------------------------------------------------------------
Person With (10) Shared Dispositive Power
16,876,740
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,267,295
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
44.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 6 of 14 Pages
CUSIP No. 848-934-10-5
- --------------------------------------------------------------------------------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Westinghouse CBS Holding Company, Inc.
I.R.S No. 25-1776511
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------------
(8) Shared Voting Power
Beneficially
19,817,295
Owned by Each --------------------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
--------------------------------------------------------------
Person With (10) Shared Dispositive Power
16,876,740
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
19,817,295
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
43.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 7 of 14 Pages
CUSIP No. 848-934-10-5
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CBS Broadcasting Inc.
I.R.S. Identification No. 13-0590730
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
New York
- --------------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares --------------------------------------------------------------
(8) Shared Voting Power
Beneficially
19,817,295
Owned by Each --------------------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
--------------------------------------------------------------
Person With (10) Shared Dispositive Power
16,876,740
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
19,817,295
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
43.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 8 of 14 Pages
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Item 1. Security and Issuer
This Amendment No. 6 (the "Amendment") hereby amends and supplements the
Statement on Schedule 13D originally filed with the Securities and Exchange
Commission on May 15, 2000, as amended (the "Schedule 13D") by CBS Broadcasting
Inc. ("CBSBI"), Westinghouse CBS Holding Company, Inc. ("W/CBS HCI"), Viacom
Inc. ("Viacom"), NAIRI, Inc. ("NAIRI"), National Amusements, Inc. ("NAI") and
Mr. Sumner M. Redstone with respect to the Common Stock, par value $.01 per
share (the "Common Shares"), of SportsLine.com, Inc., a Delaware corporation
("SportsLine" or the "Issuer") with its principal executive office located at
2200 West Cypress Creek Road, Fort Lauderdale, Florida 33309.
- --------------------------------------------------------------------------------
Item 2. Identity and Background
Item 2 is amended by deleting Susan J. Holliday as an executive officer of
CBSBI on Schedule I attached thereto.
- --------------------------------------------------------------------------------
Item 4. Purpose of Transaction
Item 4 is amended as follows:
"On August 1, 2004, Viacom, Stargate Acquisition Corp. Two ("Stargate
Two") and SportsLine entered into an Agreement and Plan of Merger (the "Merger
Agreement").
"The Merger Agreement provides for, among other things, the merger
(the "Merger") of Stargate Two and SportsLine, and, at the option of Viacom,
either SportsLine or Stargate Two will be the surviving corporation. As a result
of the Merger, each Common Share will be converted into the right to receive
$1.75 in cash, without interest, except for: (i) Common Shares held in treasury
by SportsLine, all of which will be canceled without any payment; (ii) Common
Shares owned by Viacom or its controlled affiliates; and (iii) Common Shares
held by stockholders who validly exercise and perfect appraisal rights in
accordance with Delaware law.
"The Merger remains subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement, including obtaining approval of
the stockholders of SportsLine and the expiration or termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act.
"Pursuant to the Merger Agreement, the board of directors of
Stargate Two at the Effective Time (as defined in the Merger Agreement) will
become the board of directors of the surviving corporation. In addition, the
certificate of incorporation and bylaws of the surviving corporation will be,
subject to certain exceptions, amended and restated at the Effective Time to
conform to such organizational documents of Stargate Two. Upon completion of the
Merger, Viacom will indirectly own all of the capital stock of SportsLine.
"The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, which is filed as Exhibit 1 to
this Amendment.
Page 9 of 14 Pages
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"In connection with the Merger Agreement, Michael J. Levy, Mark J.
Mariani, and Kenneth W. Sanders have each entered into a voting and irrevocable
proxy agreement with Viacom (each such agreement, a "Voting Agreement"), which
terminates on the earlier of the Effective Time and the termination of the
Merger Agreement in accordance with its terms. Pursuant to each Voting
Agreement, Messrs. Levy, Mariani and Sanders have agreed to vote all of their
Common Shares, which in the aggregate consists of 2,940,555 shares (including
581,589 Common Shares issuable upon the exercise of options granted to Messrs.
Levy, Mariani and Sanders that are either vested or will vest within 60 days of
August 1, 2004) or approximately 6.4% of the Issuer's issued and outstanding
shares (based on a total of 45,463,125 Common Shares that the Issuer represented
were outstanding as of July 29, 2004 in Section 4.5 of the Merger Agreement and
assuming the issuance of 581,589 Common Shares upon the exercise of outstanding
options granted to Messrs. Levy, Mariani and Sanders that are either vested or
will vest within 60 days of August 1, 2004): (i) in favor of, among other
things, adoption of the Merger Agreement and any action required in furtherance
thereof; and (ii) against, among other things: (a) any action or agreement that
would reasonably be expected to: (1) result in the breach or inaccuracy of any
representation or warranty, covenant or agreement of the Issuer in the Merger
Agreement; (2) delay the consummation of the transactions contemplated by the
Merger Agreement; (3) reduce the benefits to Viacom or Stargate Two of the
transactions contemplated by the Merger Agreement; or (4) delay the consummation
of the transactions contemplated by the Merger Agreement; and (b) any
Acquisition Proposal (as defined in the Merger Agreement).
"Pursuant to the Voting Agreements, Messrs. Levy, Mariani and
Sanders have also agreed, among other things, not to exercise their rights to
demand appraisal of the Common Shares owned by them.
"The foregoing description of the Voting Agreements is qualified in
its entirety by reference to the form of Voting Agreement entered into by
Messrs. Levy, Mariani and Sanders, which is filed as Exhibit 2 to this
Amendment.
"Also on August 1, 2004, SportsLine and CBSBI entered into a letter
agreement amending Sections 10.2(b), 10.2(c) and 10.2(d) of the Agreement (as
amended through June 30, 2004) to provide that the issuance of Common Shares and
payment of cash by SportsLine to CBSBI, and the related calculation of fair
market value, provided for in those sections would occur on the earlier of (x)
ten (10) trading days after the termination of the Merger Agreement in
accordance with its terms and (y) the Effective Time, instead of on August 1,
2004. This description of the letter agreement is qualified in its entirety by
reference to the letter agreement attached as Exhibit 3 to this Amendment.
Page 10 of 14 Pages
- --------------------------------------------------------------------------------
"In connection with the Merger Agreement, Viacom has entered into letter
agreements with Messrs. Levy, Mariani and Sanders which provide, among other
things, that: (i) Viacom will cause the surviving corporation of the Merger to
amend the employment agreements of Messrs. Levy, Mariani and Sanders to provide,
among other things: (a) for such surviving corporation to pay them a retention
bonus if they remain employed by SportsLine for four months following the
Effective Time; and (b) for Messrs. Levy, Mariani and Sanders to have the right
to terminate their employment with SportsLine for "good reason" (as defined)
four months following the Effective Time; and (ii) if the Effective Time occurs
prior to December 31, 2004 and Messrs. Levy, Mariani and Sanders are still
employed by SportsLine on December 31, 2004, Viacom will cause the surviving
corporation of the Merger to pay each of them their annual bonus for the year
ended December 31, 2004 (such annual bonus to be determined pursuant to a
formula previously established by compensation committee of SportsLine's board
of directors, provided that for purposes of calculating EBITDA to determine such
bonus, Viacom has agreed that certain transaction-related expenses and other
payments will be excluded from SportsLine's 2004 operating expenses). The
foregoing description of the letter agreements is qualified in its entirety by
reference to the letter agreements attached as Exhibits 5, 6 and 7 to this
Amendment.
"The Merger would, if and when consummated, result in the Common Shares
ceasing to trade on the Nasdaq National Market and becoming eligible for
termination of registration under Section 12(g)(4) of the Exchange Act."
- --------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
"(a) and (b) CBSBI (i) is the beneficial owner, with shared
dispositive and voting power, of 16,876,740 shares and (ii) may also be deemed
the beneficial owner, with shared voting power, of 2,940,555 shares pursuant to
the Voting Agreements (including 581,589 Common Shares issuable upon the
exercise of outstanding options granted to Messrs. Levy, Mariani and Sanders
that are either vested or will vest within 60 days of August 1, 2004), for a
total beneficial ownership of 19,817,295 shares or approximately 43.0% of the
Issuer's issued and outstanding Common Shares (based on a total of 45,463,125
Common Shares that the Issuer represented were outstanding as of July 29, 2004
in Section 4.5 of the Merger Agreement and assuming the issuance of 581,589
Common Shares upon the exercise of outstanding options granted to Messrs. Levy,
Mariani and Sanders that are either vested or will vest within 60 days of August
1, 2004).
"W/CBS HCI (i) is the beneficial owner, with shared dispositive and
voting power, of 16,876,740 shares and (ii) may also be deemed the beneficial
owner, with shared voting power, of 2,940,555 shares pursuant to the Voting
Agreements (including 581,589 Common Shares issuable upon the exercise of
outstanding options granted to Messrs. Levy, Mariani and Sanders that are either
vested or will vest within 60 days of August 1, 2004), for a total beneficial
ownership of 19,817,295 shares or approximately 43.0% of the Issuer's issued and
outstanding Common Shares (based on a total of 45,463,125 Common Shares that the
Issuer represented were outstanding as of July 29, 2004 in Section 4.5 of the
Merger Agreement and assuming the issuance of 581,589 Common Shares upon the
exercise of outstanding options granted to Messrs. Levy, Mariani and Sanders
that are either vested or will vest within 60 days of August 1, 2004).
Page 11 of 14 Pages
- --------------------------------------------------------------------------------
"Viacom (i) is the beneficial owner, with shared dispositive and
voting power, of 16,876,740 shares, (ii) may also be deemed the beneficial
owner, with shared voting power, of 450,000 shares held by Westwood One, Inc.
("WWO"), as a result of an agreement between WWO and one of Viacom's
wholly-owned subsidiaries, and (iii) may also be deemed the beneficial owner,
with shared voting power, of 2,940,555 shares pursuant to the Voting Agreements
(including 581,589 Common Shares issuable upon the exercise of outstanding
options granted to Messrs. Levy, Mariani and Sanders that are either vested or
will vest within 60 days of August 1, 2004), for a total beneficial ownership of
20,267,295 shares or approximately 44.0% of the Issuer's issued and outstanding
Common Shares (based on a total of 45,463,125 Common Shares that the Issuer
represented were outstanding as of July 29, 2004 in Section 4.5 of the Merger
Agreement and assuming the issuance of 581,589 Common Shares upon the exercise
of outstanding options granted to Messrs. Levy, Mariani and Sanders that are
either vested or will vest within 60 days of August 1, 2004).
"NAIRI (i) is the beneficial owner, with shared dispositive and
voting power, of 16,876,740 shares, (ii) may also be deemed the beneficial
owner, with shared voting power, of 450,000 shares held by WWO, and (iii) may
also be deemed the beneficial owner, with shared voting power, of 2,940,555
shares pursuant to the Voting Agreements (including 581,589 Common Shares
issuable upon the exercise of outstanding options granted to Messrs. Levy,
Mariani and Sanders that are either vested or will vest within 60 days of August
1, 2004), for a total beneficial ownership of 20,267,295 shares or approximately
44.0% of the Issuer's issued and outstanding Common Shares (based on a total of
45,463,125 Common Shares that the Issuer represented were outstanding as of July
29, 2004 in Section 4.5 of the Merger Agreement and assuming the issuance of
581,589 Common Shares upon the exercise of outstanding options granted to
Messrs. Levy, Mariani and Sanders that are either vested or will vest within 60
days of August 1, 2004).
"NAI (i) is the beneficial owner, with shared dispositive and voting
power, of 16,876,740 shares, (ii) may also be deemed the beneficial owner, with
shared voting power, of 450,000 shares held by WWO, and (iii) may also be deemed
the beneficial owner, with shared voting power, of 2,940,555 shares pursuant to
the Voting Agreements (including 581,589 Common Shares issuable upon the
exercise of outstanding options granted to Messrs. Levy, Mariani and Sanders
that are either vested or will vest within 60 days of August 1, 2004), for a
total beneficial ownership of 20,267,295 shares or approximately 44.0% of the
Issuer's issued and outstanding Common Shares (based on a total of 45,463,125
Common Shares that the Issuer represented were outstanding as of July 29, 2004
in Section 4.5 of the Merger Agreement and assuming the issuance of 581,589
Common Shares upon the exercise of outstanding options granted to Messrs. Levy,
Mariani and Sanders that are either vested or will vest within 60 days of August
1, 2004).
Page 12 of 14 Pages
- --------------------------------------------------------------------------------
"As a result of his stock ownership in NAI, Mr. Sumner M. Redstone
(i) is deemed the beneficial owner, with shared dispositive and voting power, of
16,876,740 shares, (ii) may also be deemed the beneficial owner, with shared
voting power, of 450,000 shares held by WWO, and (iii) may also be deemed the
beneficial owner, with shared voting power, of 2,940,555 shares pursuant to the
Voting Agreements (including 581,589 Common Shares issuable upon the exercise of
outstanding options granted to Messrs. Levy, Mariani and Sanders that are either
vested or will vest within 60 days of August 1, 2004), for a total beneficial
ownership of 20,267,295 shares or approximately 44.0% of the Issuer's issued and
outstanding Common Shares (based on a total of 45,463,125 Common Shares that the
Issuer represented were outstanding as of July 29, 2004 in Section 4.5 of the
Merger Agreement and assuming the issuance of 581,589 Common Shares upon the
exercise of outstanding options granted to Messrs. Levy, Mariani and Sanders
that are either vested or will vest within 60 days of August 1, 2004)."
- --------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is amended as follows:
"Except as described in Item 4 above, none of the Reporting Persons
have 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 amendments thereto, filed by certain of the Reporting Persons and any
predecessor thereof.
"The information set forth under Item 4 above is incorporated by
reference."
Page 13 of 14 Pages
- --------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits
Exhibit 1. Agreement and Plan of Merger dated as of August 1, 2004 among
Viacom, Stargate Two and SportsLine (filed as Exhibit 2.1 to the
Current Report on Form 8-K of SportsLine dated (date of earliest
event reported) August 1, 2004 and incorporated herein by
reference).
Exhibit 2. Form of Voting and Irrevocable Proxy Agreement entered into by each
of Michael Levy, Mark J. Mariani and Kenneth W. Sanders with Viacom
(filed as Exhibit 99.2 to the Current Report on Form 8-K of
SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).
Exhibit 3. Letter Agreement dated August 1, 2004 from CBSBI to SportsLine
(filed as Exhibit 99.3 to the Current Report on Form 8-K of
SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).
Exhibit 4 Letter Agreement dated August 1, 2004 from Viacom to Michael Levy
(filed as Exhibit 99.4 to the Current Report on Form 8-K of
SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).
Exhibit 5 Letter Agreement dated August 1, 2004 from Viacom to Mark J. Mariani
(filed as Exhibit 99.6 to the Current Report on Form 8-K of
SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).
Exhibit 6 Letter Agreement dated August 1, 2004 from Viacom to Kenneth W.
Sanders (filed as Exhibit 99.5 to the Current Report on Form 8-K of
SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).
Exhibit 7 Press Release dated August 2, 2004 (filed as Exhibit 99.1 to the
Current Report on Form 8-K of SportsLine dated (date of earliest
event reported) August 1, 2004 and incorporated herein by
reference).
Exhibit 8. Joint Filing Agreement among CBSBI, W/CBS HCI, Viacom, NAIRI, NAI
and Sumner M. Redstone.
Page 14 of 14 Pages
- --------------------------------------------------------------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this
statement is filed on behalf of each of us.
August 2, 2004
CBS Broadcasting Inc.
By: /s/ MICHAEL D. FRICKLAS
-------------------------------------
Michael D. Fricklas
Executive Vice President
Westinghouse CBS Holding Company, Inc.
By: /s/ MICHAEL D. FRICKLAS
-------------------------------------
Michael D. Fricklas
Executive Vice President
Viacom Inc.
By: /s/ MICHAEL D. FRICKLAS
-------------------------------------
Michael D. Fricklas
Executive Vice President
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 8
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 $0.01
per share, of SportsLine.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
4th day of January, 2002.
CBS Broadcasting Inc.
By: /s/ MICHAEL D. FRICKLAS
-----------------------------------
Michael D. Fricklas
Executive Vice President
Westinghouse CBS Holding Company, Inc.
By: /s/ MICHAEL D. FRICKLAS
-----------------------------------
Michael D. Fricklas
Executive Vice President
Viacom Inc.
By: /s/ MICHAEL D. FRICKLAS
-----------------------------------
Michael D. Fricklas
Executive Vice President
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