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.)
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
436137103
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(CUSIP Number)
Angeline C. Straka, Vice President,
Secretary & Deputy General Counsel,
CBS Corporation, 51 W. 52nd Street,
New York, NY 10019 (212) 975-4321
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 4, 2000
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(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).
<PAGE>
CUSIP No. 436137103 Page 2 of 4 Pages
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1 NAMES OF REPORTING I.R.S. IDENTIFICATION
PERSON NO. OF ABOVE PERSON
CBS Corporation 25-0877540
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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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
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,850,923
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2% (See response to Item 5)
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
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:
<PAGE>
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
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Angeline C. Straka,
Vice President and Secretary
