-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QE1qrQLOyss3s8orXUuPzbBuaufPC7EiiySWNLbJ7/t2NE+5RzFT3Wf9c4oyIhOw h8x/pfSsWpkGZkrTzYKMYg== 0000106413-00-000002.txt : 20000107 0000106413-00-000002.hdr.sgml : 20000107 ACCESSION NUMBER: 0000106413-00-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPORTSLINE USA INC CENTRAL INDEX KEY: 0000945688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 650470894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52205 FILM NUMBER: 502424 BUSINESS ADDRESS: STREET 1: 6340 NW 5TH WAY CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9543512120 MAIL ADDRESS: STREET 1: 6340 NW 5TH WAY CITY: FT LAUDERDALE STATE: FL ZIP: 33309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D/A 1 SC-13D/A NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) SportsLine.com, Inc. (f/k/a SportsLine USA, Inc.) ------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------ (Title of Class of Securities) 848934-10-5 ------------------ (CUSIP Number) Angeline C. Straka, Vice President, Secretary & Deputy General Counsel, CBS Corporation, 51 W. 52nd Street, New York, NY 10019 (212) 975-4321 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 3, 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 [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 ("Act") 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). CUSIP No. 848934-10-5 Page 2 of 8 Pages - ------------------------------------------------------------ 1 NAME OF REPORTING I.R.S. IDENTIFICATION PERSON NO. OF ABOVE PERSON CBS Corporation 25-0877540 --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)[X] (b)[ ] -------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------- 4 SOURCE OF FUNDS N/A --------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania --------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIAL- --------------------------------------------- LY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 5,320,000 --------------------------------------------- 9 SOLE DISPOSITIVE POWER None --------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,320,000 --------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,320,000 --------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% --------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO --------------------------------------------------------- CUSIP No. 848934-10-5 Page 3 of 8 Pages - ------------------------------------------------------------ 1 NAME OF REPORTING I.R.S. IDENTIFICATION PERSON NO. OF ABOVE PERSON Westinghouse CBS Holding Company, Inc. 25-1776511 --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)[X] (b)[ ] -------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------- 4 SOURCE OF FUNDS N/A --------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFIC- --------------------------------------------- IALLY 8 SHARED VOTING POWER OWNED 5,320,000 BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON None --------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,320,000 - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,320,000 --------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% --------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO --------------------------------------------------------- CUSIP No. 848934-10-5 Page 4 of 8 Pages - ------------------------------------------------------------ 1 NAME OF REPORTING I.R.S. IDENTIFICATION PERSON NO. OF ABOVE PERSON CBS Broadcasting Inc. 13-0590730 --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)[X] (b)[ ] -------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------- 4 SOURCE OF FUNDS N/A --------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York --------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 5,320,000 BENEFICIAL- --------------------------------------------- LY 8 SHARED VOTING POWER OWNED None BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 5,320,000 --------------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,320,000 --------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% --------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO --------------------------------------------------------- CUSIP No. 848934-10-5 Page 5 of 8 Pages This Amendment No. 4 amends and supplements the statement on Schedule 13D dated January 2, 1998, as amended by Amendments 1, 2 and 3 dated June 18, 1998, February 1, 1999, and February 22, 1999, respectively (the "Schedule 13D"), filed by CBS Corporation ("CBS"), CBS's wholly-owned subsidiary Westinghouse CBS Holding Company, Inc. ("Holding"), and Holding's wholly-owned subsidiary CBS Broadcasting Inc. ("Broadcasting"). ITEM 2. IDENTITY AND BACKGROUND. Schedule I of Item 2 is amended as follows: (1) With respect to directors of CBS: * To reflect the retirement of Robert E. Cawthorn as a director of CBS on May 4, 1999 * To add information as follows with respect to Mr. Moonves, who became a director of CBS on July 28, 1999: (a) Name: Leslie Moonves (b) Business address: 7800 Beverly Boulevard, Los Angeles, CA 90036 (c) Principal Occupation: Executive Vice President, CBS Corporation, and President and Chief Executive Officer, CBS Television (d) Mr. Moonves has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (e) Mr. Moonves has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he has been 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 (f) Mr. Moonves is a citizen of the United States * To add information as follows with respect to Ms. Stonesifer, who became a director of CBS on December 1, 1999: (a) Name: Patty Stonesifer (b) Residence or business address: 1551 Eastlake Avenue East,Seattle, WA 98102 (c) Principal Occupation: Co-Chair and President, Bill and Melinda Gates Foundation (d) Ms. Stonesifer has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) CUSIP No. 848934-10-5 Page 6 of 8 Pages (e) Ms. Stonesifer has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding she has been 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 (f) Ms. Stonesifer is a citizen of the United States * To amend the business address and principal occupation of CBS director George H. Conrades as follows: (b) Business Address: 201 Broadway, Cambridge, MA 02139 (c) Principal Occupation: Chairman and CEO, AKAMAI Technologies (2) With respect to executive officers of CBS: * To reflect that Charles W. Pryor, Jr. ceased to be an executive officer of CBS as of December 31, 1998 * To add information as follows with respect to Mr. Suleman, who became an executive officer of CBS on May 4, 1999: (a) Name: Farid Suleman (b) Business Address: 40 West 57th Street, New York, NY 10019 (c) Principal Occupation: Vice President and Treasurer, CBS Corporation, and Executive Vice President, Chief Financial Officer and Treasurer, Infinity Broadcasting Corporation (d) Mr. Suleman has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (e) Mr. Suleman has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he has been 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 (f) Mr. Suleman is a citizen of the United States (3) With respect to directors of Holding and Broadcasting: * To reflect that Mel Karmazin is now a director of Holding and of Broadcasting as well as of CBS. CUSIP No. 848934-10-5 Page 7 of 8 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 22, 1999, Broadcasting acquired 380,000 shares of SportsLine common stock for an aggregate of $7.6 million by exercising a SportsLine warrant held by Broadcasting at the warrant exercise price of $20 per share. The source of the funds used to exercise the warrant was general working capital. The warrant was one of the warrants received by Broadcasting pursuant to the Agreement between Broadcasting and SportsLine dated as of March 5, 1997, as amended (the "Agreement"). ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended to report: (1) the exercise by Broadcasting on December 22, 1999 of a warrant to purchase 380,000 shares of SportsLine common stock (as described in Item 3 above); and (2) that two additional warrants received by Broadcasting pursuant to the Agreement (one for 380,000 shares at an exercise price of $25 per share and one for 400,000 shares at an exercise price of $35 per share) have vested and are exercisable beginning January 3, 2000 until they expire December 31, 2000. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) and (b) are amended to reflect the following. As of January 3, 2000, Broadcasting directly owns (and CBS and Holding indirectly own) 4,040,000 shares of SportsLine common stock, which is 16.1% of the outstanding shares of common stock of SportsLine (based on 25,141,601 shares outstanding). Broadcasting also holds (and CBS and Holding indirectly hold) three currently exercisable warrants pursuant to which, if all three warrants were exercised, Broadcasting would acquire (and CBS and Holding would indirectly acquire) an additional 1,280,000 shares of SportsLine common stock. Assuming the full exercise of the three warrants, Broadcasting would hold (and CBS and Holding would indirectly hold) 5,320,000 shares of SportsLine common stock, which would be 20.12% of the shares of SportsLine common stock (based on 25,141,601 shares outstanding plus the 1,280,000 warrant shares). Broadcasting has sole voting and investment power, and CBS and Holding have shared voting and investment power, with respect to such common stock. Item 5 is further amended to report that, except as described in Item 4 above, no transactions in shares of SportsLine common stock have been effected during the past 60 days by CBS, Holding or Broadcasting or, to the best of their knowledge, by any person identified in Schedule 1. Any information previously included in the Schedule 13D and not revised or modified as described in this Amendment No. 4 remains unchanged. CUSIP No. 848934-10-5 Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 6, 2000 CBS CORPORATION By: /s/ ANGELINE C. STRAKA ------------------------------ Angeline C. Straka, Vice President and Secretary WESTINGHOUSE CBS HOLDING COMPANY, INC. By: /s/ ANGELINE C. STRAKA ------------------------------- Angeline C. Straka, Vice President and Secretary CBS BROADCASTING INC. By: /s/ ANGELINE C. STRAKA -------------------------------- Angeline C. Straka, Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----