<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SportsLine USA, Inc.
----------------------------------------
(Name of Issuer)
Common Stock, par value $.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 West 52nd Street
New York, New York 10019
(212) 975-3335
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 18, 1998
-------------
(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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement. [ ] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
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).
Page 1 of 13
<PAGE> 2
CUSIP NO. 848934-10-5
- -----------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S.
Identification No. of Above Person
CBS Corporation
I.R.S. Identification No. 25-0877540
- -----------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------------------
(4) Source of Funds
00
- -----------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Pennsylvania
- -----------------------------------------------------------------------------
Number of (7) Sole Voting Power None
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power 2,048,075
Owned by --------------------------------------------------------
Each Report- (9) Sole Dispositive Power None
ing Person --------------------------------------------------------
With (10) Shared Dispositive Power 2,048,075
- -----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,075
- -----------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
10.8%
- -----------------------------------------------------------------------------
(14) Type of Reporting Person CO
Page 2 of 13
<PAGE> 3
CUSIP NO. 848934-10-5
- -----------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S.
Identification No. of Above Person
Westinghouse CBS Holding Company, Inc.
I.R.S. Identification No. 25-1776511
- -----------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------------------
(4) Source of Funds
00
- -----------------------------------------------------------------------------
(5) Check Box 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 None
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power 2,048,075
Owned by --------------------------------------------------------
Each Report- (9) Sole Dispositive Power None
ing Person --------------------------------------------------------
With (10) Shared Dispositive Power 2,048,075
- -----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,075
- -----------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
10.8%
- -----------------------------------------------------------------------------
(14) Type of Reporting Person CO
Page 3 of 13
<PAGE> 4
CUSIP NO. 848934-10-5
- -----------------------------------------------------------------------------
(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
- -----------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------------------
(4) Source of Funds
00
- -----------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
(6) Citizenship or Place of Organization
New York
- -----------------------------------------------------------------------------
Number of (7) Sole Voting Power None
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power 2,048,075
Owned by --------------------------------------------------------
Each Report- (9) Sole Dispositive Power None
ing Person --------------------------------------------------------
With (10) Shared Dispositive Power 2,048,075
- -----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,075
- -----------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- -----------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
10.8%
- -----------------------------------------------------------------------------
(14) Type of Reporting Person CO
Page 4 of 13
<PAGE> 5
This Amendment No. 1 amends and supplements the statement on Schedule 13D dated
January 2, 1998 (the "Schedule 13D") by CBS Broadcasting, Inc. ("Broadcasting"),
a wholly-owned subsidiary of Westinghouse CBS Holding Company, Inc. ("Holding"),
which is a wholly-owned subsidiary of CBS Corporation ("CBS").
Item 2. Identity and Background
- --------------------------------
The persons filing this statement are: (i) CBS Corporation (CBS), formerly known
as Westinghouse Electric Corporation, a Pennsylvania corporation. The address of
the principal office and principal business address of CBS is 51 West 52nd
Street, New York, NY 10019. CBS conducts its business directly and through
various subsidiaries; (ii) Westinghouse CBS Holding Company, Inc., a wholly
owned subsidiary of CBS (Holding). The address of the principal office and
principal business address of Holding is 7800 Beverly Boulevard, Los Angeles, CA
90036; and (iii) CBS Broadcasting, Inc. (Broadcasting), formerly known as CBS,
Inc., a wholly owned subsidiary of Holding. The address of the principal office
and principal business address of Broadcasting is 51 West 52nd Street, New York,
NY 10019. Broadcasting is a party to the Agreement, the Stockholder Agreement
and the Co-Sale Agreement, as defined in Items 3 and 4.
The operations of CBS, Holding and Broadcasting principally relate to television
and radio broadcasting and cable programming.
Schedule I of Item 2 is amended by the attached Schedule 1, which is a list of
the directors and executive officers of CBS, Holding and Broadcasting setting
forth the following information with respect to each such person:
(a) name;
(b) business address; and
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted.
Except for Robert E. Cawthorn, who is a British citizen, and Jan Leschly, who is
a Danish citizen, each person identified on Schedule 1 is a United States
citizen.
During the last five years, neither CBS, Holding, Broadcasting nor, to the
knowledge of CBS, Holding and Broadcasting, any person identified in Schedule 1
hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was 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.
Page 5 of 13
<PAGE> 6
Item 4. Purpose of Transaction
- -------------------------------
Item 4 is amended to report that on June 18, 1998, Broadcasting sold 200,000 of
the shares of Common Stock it received from the Issuer upon entering into the
Agreement dated as of March 5, 1997 between the Issuer and Broadcasting as
amended by Amendment No. 1 to the Agreement (together, the "Agreement") as such
Agreement is described in response to Items 3 and 4 in open market transactions
through a broker at prices per share ranging from $34.00 to $34.5625 for an
aggregate of $6,852,187.50. Broadcasting also exercised the 1997 warrant it
received pursuant to the Agreement for 380,000 shares of Common Stock of the
Issuer at the warrant exercise price of $10.00 per share on January 20, 1998
using general corporate funds.
Broadcasting holds shares of Common Stock for investment, and may, from time to
time, acquire additional shares and/or dispose of shares of Common Stock. Two of
the current directors on the Board of Directors of the Issuer were designated by
Broadcasting under the Stockholders Agreement; however, pursuant to such
Stockholders Agreement, Broadcasting's right, as long as Broadcasting maintains
a certain minimum share ownership, to designate further directors or to have a
representative attend Issuer's Board of Directors meetings in a non-voting,
observer capacity ceases on the closing of the Issuer's first underwritten
public sale of Common Stock pursuant to a registration statement. Broadcasting,
CBS and Holding have no present plans or proposals with respect to the matters
set forth in Item 4(b), (c), (d), (e), (f), (g), (h), (i) and (j); but
Broadcasting, CBS and Holding do reserve their right to implement a different
course of action at any time in the future, depending upon such criteria as may
be significant to Broadcasting, CBS and Holding.
Item 5. Interest in Securities of the Issuer.
- ----------------------------------------------
5(a) and (b) As of June 18, 1998, Broadcasting has voting and investment power
over 1,668,075 shares of Common Stock held by Broadcasting. Broadcasting also
has the right to acquired 380,000 shares of Common Stock under a warrant dated
January 2, 1998, which warrant is presently exercisable in whole or part at any
time prior to December 31, 1998. CBS and Holding may be deemed to beneficially
own all the Common Stock beneficially owned by Broadcasting.
In the aggregate, Broadcasting, CBS and Holding share voting and investment
power over 2,048,075 shares of Common Stock (including the 380,000 shares
covered by the outstanding warrant) or 10.8% of the Common Stock of Issuer as of
June 18, 1998 (assuming the exercise of the warrant and assuming 19,005,820
shares of Common Stock outstanding for purposes of this calculation, based on
information set forth in the Issuer's definitive proxy statement that there were
18,625,820 outstanding shares as of May 15, 1998, plus the warrant held by
Broadcasting for 380,000 shares).
5 (c) As further described in Item 4 above, on June 18, 1998 Broadcasting sold
200,000 shares of Common Stock.
Except as described above, neither CBS, Broadcasting, Holding nor, to their
knowledge, any person named in Schedule 1 beneficially owns any shares of Common
Stock or has effected any transactions in the Common Stock during the past 60
days.
5 (d) None.
5 (e) Not applicable.
Page 6 of 13
<PAGE> 7
Item 7. Materials to be Filed as Exhibits
- ------------------------------------------
Exhibit 1: Signature authority resolution
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.
June 23, 1998
CBS CORPORATION
By: /s/ FREDRIC G. REYNOLDS
-------------------------------------
Name: Fredric G. Reynolds
Title: Executive Vice President and
Chief Financial Officer
WESTINGHOUSE CBS HOLDING COMPANY, INC.
By: /s/ FREDRIC G. REYNOLDS
-------------------------------------
Name: Fredric G. Reynolds
Title: Executive Vice President and
Chief Financial Officer
CBS Corporation
CBS BROADCASTING, INC.
By: /s/ FREDRIC G. REYNOLDS
-------------------------------------
Name: Fredric G. Reynolds
Title: Executive Vice President and
Chief Financial Officer
Page 7 of 13
<PAGE> 8
SCHEDULE 1-A
Name, Business Address, and Present
Principal Occupation or Employment of
the Directors and Executive Officers of
CBS Corporation
---------------
Directors
---------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name and Business Address Address of Employment
- ------------------------- ---------------------
<S> <C>
Robert E. Cawthorn Chairman Emeritus
Rhone-Poulenc Rorer, Inc. Rhone-Poulenc Rorer, Inc.
500 Arcola Road 500 Arcola Road
Collegeville, PA 19426 Collegeville, PA 19426
and
Managing Director, Global Health
Care Partners
DLJ Merchant Banking Partners LP
Donaldson, Lufkin & Jenrette
401 City Line Avenue, 2nd Floor
Bala Cynwyd, PA 19004-1122
George H. Conrades President and Executive Vice President
GTE Internetworking GTE Internetworking
150 Cambridge Park 150 Cambridge Park
Cambridge, MA 02140 Cambridge, MA 02140
Martin C. Dickinson Retired Senior Vice President
P. O. Box 7078 Scripps Bank
Rancho Santa Fe, CA 92067 P. O. Box 7078
Rancho Santa Fe, CA 92067
William H. Gray III President and Chief Executive Officer
The College Fund/UNCF The College Fund/UNCF
8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive
P. O. Box 10444 Fairfax, VA 22031
Fairfax, VA 22031
Michael H. Jordan Chairman and Chief Executive Officer
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Mel Karmazin President & Chief Operating Officer
CBS Corporation CBS Corporation
40 W. 57th Street 40 West 57th Street
New York, NY 10019 New York, NY 10019
</TABLE>
Page 8 of 13
<PAGE> 9
<TABLE>
<S> <C>
Jan Leschly Chief Executive
SmithKline Beecham SmithKline Beecham
P. O. Box 7929 P. O. Box 7929
Philadelphia, PA 19101 Philadelphia, PA 19101
David T. McLaughlin Chairman and Chief Executive Officer
The Gallery - Suite 203 Orion Safety Products
46 Newport Road P. O. Box 1047
New London, NH 03257 Easton, MD 21601
Richard R. Pivirotto President
Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc.
111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd.
Greenwich, CT 06830 Greenwich, CT 06830
Raymond W. Smith Chairman & Chief Executive Officer
Bell Atlantic Corporation Bell Atlantic Corporation
1095 Avenue of the Americas 1095 Avenue of the Americas
39th Floor 39th Floor
New York, NY 10036 New York, NY 10036
Paula Stern President
The Stern Group, Inc. The Stern Group, Inc.
3314 Ross Place NW 3314 Ross Place NW
Washington, DC 20008 Washington, DC 20008
Robert D. Walter Chairman and Chief Executive Officer
Cardinal Health, Inc. Cardinal Health, Inc.
5555 Glendon Court 5555 Glendon Court
Dublin, OH 43016 Dublin, OH 43016
</TABLE>
Executive Officers
------------------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name/Title and Business Address Address of Employment
- ------------------------------- ---------------------
<S> <C>
Michael H. Jordan Chairman and Chief Executive Officer
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Louis J. Briskman Executive Vice President and General Counsel
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
</TABLE>
Page 9 of 13
<PAGE> 10
<TABLE>
<S> <C>
Robert G. Freedline Vice President & Controller
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Carol V. Savage Vice President and Chief Accounting Officer
CBS Corporation CBS Corporation
11 Stanwix Street 11 Stanwix Street
Pittsburgh, PA 15222 Pittsburgh, PA 15222
Randy H. Zwirn President - Power Generation
CBS Corporation CBS Corporation
The Quadrangle The Quadrangle
4400 Alafaya Trail 4400 Alafaya Trail
Orlando, FL 32826-2399 Orlando, FL 32826-2399
Charles W. Pryor, Jr. Vice President
CBS Corporation CBS Corporation
4350 Northern Pike 4350 Northern Pike
Monroeville, PA 15146 Monroeville, PA 15146
Fredric G. Reynolds Executive Vice President and Chief Financial Officer
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Mel Karmazin President & Chief Operating Officer
CBS Corporation CBS Corporation
40 W. 57th Street 40 West 57th Street
New York, NY 10019 New York, NY 10019
Leslie Moonves President and Chief Executive Officer,
CBS Corporation CBS Television
7800 Beverly Boulevard 7800 Beverly Boulevard
Los Angeles, CA 90036 Los Angeles, CA 90036
</TABLE>
Page 10 of 13
<PAGE> 11
SCHEDULE 1-B
Name, Business Address, and Present
Principal Occupation or Employment of
the Directors and Executive Officers of
Westinghouse CBS Holding Company, Inc.
--------------------------------------
Directors
---------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name and Business Address Address of Employment
- ------------------------- ---------------------
<S> <C>
Michael H. Jordan Same as Schedule 1-A
Same as Schedule 1-A
Louis J. Briskman Same as Schedule 1-A
Same as Schedule 1-A
Fredric G. Reynolds Same as Schedule 1-A
Same as Schedule 1-A
</TABLE>
Executive Officers
------------------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name/Title and Business Address Address of Employment
- ------------------------------- ---------------------
<S> <C>
Charles Cappleman President of West Coast Operations and Engineering
President Westinghouse CBS Holding Company, Inc.
Westinghouse CBS Holding Company, Inc. 7800 Beverly Boulevard
7800 Beverly Boulevard Los Angeles, CA 90036
Los Angeles, CA 90036
Susan J. Holiday Deputy General Counsel
Vice President and Secretary West Coast Operations and
Westinghouse CBS Holding Company, Inc. Engineering Los Angeles, CA
7800 Beverly Boulevard Westinghouse CBS Holding Company, Inc.
Los Angeles, CA 90036 7800 Beverly Boulevard
Los Angeles, CA 90036
Gary McCarthy Vice President of West Coast Finance
Vice President Westinghouse CBS Holding Company, Inc.
Westinghouse CBS Holding Company, Inc. 7800 Beverly Boulevard
7800 Beverly Boulevard Los Angeles, CA 90036
Los Angeles, CA 90036
Georgette Morrow Controller of West Coast
Treasurer C.T.N. Accounting
Westinghouse CBS Holding Company, Inc. Westinghouse CBS Holding Company, Inc.
7800 Beverly Boulevard 7800 Beverly Boulevard
Los Angeles, CA 90036 Los Angeles, CA 90036
</TABLE>
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<PAGE> 12
SCHEDULE 1-C
Name, Business Address, and Present
Principal Occupation or Employment of
the Directors and Executive Officers of
CBS Broadcasting, Inc.
----------------------
Directors
---------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name and Business Address Address of Employment
- ------------------------- ---------------------
<S> <C>
Michael H. Jordan Same as Schedule 1-A
Same as Schedule 1-A
Louis J. Briskman Same as Schedule 1-A
Same as Schedule 1-A
Fredric G. Reynolds Same as Schedule 1-A
Same as Schedule 1-A
</TABLE>
Executive Officers
------------------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name/Title and Business Address Address of Employment
- ------------------------------- ---------------------
<S> <C>
Michael H. Jordan Same as Schedule 1-A
Same as Schedule 1-A
Louis J. Briskman Same as Schedule 1-A
Same as Schedule 1-A
Mel Karmazin Same as Schedule 1-A
Same as Schedule 1-A
Leslie Moonves Same as Schedule 1-A
Same as Schedule 1-A
Fredric G. Reynolds Same as Schedule 1-A
Same as Schedule 1-A
</TABLE>
Page 12 of 13
<PAGE> 1
Exhibit 1
---------
EXTRACT FROM MINUTES OF MEETING OF THE
BOARD OF DIRECTORS OF
CBS CORPORATION
HELD ON JANUARY 28, 1998
-----------------------
RESOLVED, that the Chief Executive Officer of the Company, its
President, its Executive Vice President and Chief Financial Officer, its Senior
Vice President and General Counsel, its Principal Accounting Officer, its Vice
President and Treasurer, and its Vice President, Secretary and Associate General
Counsel are, and each of them with full power to act without the others hereby
is, authorized to prepare, or cause to be prepared, and to execute the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 and the
Company's Quarterly Reports on Form 10-Q for 1998, as well as any and all other
reports or documents to be filed by the Company and/or its subsidiaries with the
Securities and Exchange Commission, and any and all amendments thereto, on
behalf of and as attorneys for the Company and/or its subsidiaries, and to file
said Forms 10-K and 10-Q and other reports or documents, and any and all
amendments thereto, with all exhibits thereto and any and all other documents in
connection therewith, with the Securities and Exchange Commission on behalf of,
and as attorneys for, the Company and/or its subsidiaries.
-----------------------
I, CAROL L. McADAMS, Assistant Secretary of CBS Corporation, DO HEREBY
CERTIFY that the foregoing is a true and correct copy of a resolution adopted at
a meeting of the Board of Directors of said Company held on January 28, 1998, at
which meeting a quorum was present and which resolution is still in full force
and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said Company.
Dated: June 19, 1998
/s/ CAROL L. MCADAMS
------------------------------
Assistant Secretary
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