-----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, AvJrbYU68TAUzidp8C95I5msH7MeFKTctbzcWJJ6vuAt8+uVj9NyEplrv150HDda 8EWCgvIWIrLMy3kTO++gfA== 0000106413-00-000001.txt : 20000107 0000106413-00-000001.hdr.sgml : 20000107 ACCESSION NUMBER: 0000106413-00-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIG ENTERTAINMENT INC CENTRAL INDEX KEY: 0000912544 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 650385686 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48063 FILM NUMBER: 502421 BUSINESS ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619988000 MAIL ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 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. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Hollywood.com, Inc. (f/k/a Big Entertainment, Inc.) - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ----------------------------------------------------------------- (Title of Class of Securities) 436137103 ----------- (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 4, 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. 436137103 Page 2 of 4 Pages - ------------------------------------------------------------ 1 NAMES 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)[ ] (b)[ ] -------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------- 4 SOURCE OF FUNDS OO --------------------------------------------------------- 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 7,850,923 BENEF- --------------------------------------------- ICIALLY 8 SHARED VOTING POWER OWNED None BY EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,850,923 --------------------------------------------- 10 SHARED DISPOSITIVE POWER None --------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,850,923 --------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% (See response to Item 5) --------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO --------------------------------------------------------- CUSIP No. 436137103 Page 3 of 4 Pages This Amendment No. 1 amends and supplements the statement on Schedule 13D (the "Schedule 13D") filed by CBS Corporation ("CBS") on September 9, 1999. ITEM 2. IDENTITY AND BACKGROUND. Schedule I of Item 2 is amended to add information 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). (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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is amended to reflect that the closing of the acquisition of the shares and the warrant described in the Schedule 13D occurred on January 4, 2000, effective as of January 3, 2000. ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended to reflect that the closing of the acquisition of the shares and the warrant described in the Schedule 13D occurred on January 4, 2000, effective as of January 3, 2000. Item 4(d) is amended to read as follows: Pursuant to the Voting Agreement, CBS initially has the right to nominate two (2) directors based on the CBS Percentage. There are currently nine members of the board of directors of Issuer, two of whom are CBS nominees. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) and (b) is amended to read as follows: CUSIP No. 436137103 Page 4 of 4 Pages 5(a) and (b). CBS owns 6,672,031 shares of Common Stock of Issuer. On an undiluted basis, CBS holds 30.7% of the outstanding shares of Common Stock of Issuer (based on the 15,074,672 shares reported as outstanding as of November 12, 1999 in Issuer's 10-Q report plus the shares issued to CBS). CBS also holds a Warrant pursuant to which, if exercised, CBS would acquire an additional 1,178,892 shares of Common Stock. Assuming the full exercise of the Warrant, CBS would hold 7,850,923 shares of Common Stock of Issuer, which (based on 15,074,672 shares outstanding plus 7,850,923 shares issued to CBS) would be 34.2% of the shares of Common Stock of Issuer on an undiluted basis. CBS has sole voting and investment power with respect to such Common Stock. Any information previously included in the Schedule 13D and not revised or modified as described in this Amendment No. 1 remains unchanged. 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 -----END PRIVACY-ENHANCED MESSAGE-----