UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D/A
(AMENDMENT No. 2)
Under the Securities Exchange Act of 1934
HOLLYWOOD MEDIA CORP.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
089144109
(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)
July 24, 2002
(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 / /.
Check the following box if a fee is being paid with this
statement / /.
Page 1 of 15 Pages
Page 2 of 15 Pages
CUSIP No. 089144109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
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I.R.S No. 04-2949533
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Delaware
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Number of (7) Sole Voting Power
Shares -----------------------------------------
Beneficially (8) Shared Voting Power 8,877,660*
Owned by ---------------------------------------------
Each (9) Sole Dispositive Power
Reporting ---------------------------------------------
Person (10) Shared Dispositive Power 8,877,660*
With
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(11) Aggregate Amount Beneficially Owned by Each Reporting
8,877,660*
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 30.5%**
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(14) Type of Reporting Person (See Instructions) CO
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*Includes 262,973 shares underlying currently exercisable
warrants.
**Based on full exercise of warrants.
Page 3 of 15 Pages
CUSIP No. 089144109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NAIRI, INC.
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I.R.S No. 04-3446887
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
-----------------------------------------------------------------
(4) Sources of Funds (See Instructions) N/A
-----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Delaware
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Number of (7) Sole Voting Power
Shares -----------------------------------------
Beneficially (8) Shared Voting Power 8,877,660*
Owned by ---------------------------------------------
Each (9) Sole Dispositive Power
Reporting ---------------------------------------------
Person (10) Shared Dispositive Power 8,877,660*
With
-----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
8,877,660*
-----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
-----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 30.5%**
-----------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
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*Includes 262,973 shares underlying currently exercisable
warrants.
**Based on full exercise of warrants.
Page 4 of 15 Pages
CUSIP No. 089144109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NATIONAL AMUSEMENTS, INC.
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I.R.S No. 04-2261332
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
-----------------------------------------------------------------
(4) Sources of Funds (See Instructions) N/A
-----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Maryland
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Number of (7) Sole Voting Power
Shares -----------------------------------------
Beneficially (8) Shared Voting Power 8,877,660*
Owned by ---------------------------------------------
Each (9) Sole Dispositive Power
Reporting ---------------------------------------------
Person (10) Shared Dispositive Power 8,877,660*
With
-----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
8,877,660*
-----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
-----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 30.5%**
-----------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
-----------------------------------------------------------------
*Includes 262,973 shares underlying currently exercisable
warrants.
**Based on full exercise of warrants.
Page 5 of 15 Pages
CUSIP No. 089144109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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S.S. No.
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
-----------------------------------------------------------------
(3) SEC Use Only
-----------------------------------------------------------------
(4) Sources of Funds (See Instructions) N/A
-----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization United States
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Number of (7) Sole Voting Power
Shares -----------------------------------------
Beneficially (8) Shared Voting Power 8,877,660*
Owned by ---------------------------------------------
Each (9) Sole Dispositive Power
Reporting ---------------------------------------------
Person (10) Shared Dispositive Power 8,877,660*
With
-----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
8,877,660*
-----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
-----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 30.5%**
-----------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
-----------------------------------------------------------------
*Includes 262,973 shares underlying currently exercisable
warrants.
**Based on full exercise of warrants.
Page 6 of 15 Pages
This Amendment No. 2 is filed by Viacom Inc.,
NAIRI, Inc., National Amusements, Inc. and Mr. Sumner M.
Redstone (collectively, the "Reporting Persons") and amends and
supplements the Statement on Schedule 13D originally filed with
the Securities and Exchange Commission ("SEC") on May 15, 2000,
as amended by Amendment No. 1 filed with the SEC on February 13,
2001, with respect to the Common Stock, par value $.01 per share
(the "Common Shares"), of Hollywood Media Corp. ( "Hollywood" or
the "Issuer") as follows:
Item 2. Identity and Background.
------------------------
Item 2 is amended and restated in its entirety as follows:
This statement is filed by Viacom Inc. ("Viacom"),
NAIRI, Inc. ("NAIRI"), National Amusements, Inc. ("NAI") and Mr.
Sumner M. Redstone (collectively, the "Reporting Persons").
Viacom, a Delaware corporation, has its principal
executive offices at 1515 Broadway, New York, New York 10036 and
is a diversified entertainment and communications company. At
April 30, 2002, approximately 68% of Viacom's voting Class A
Common Stock, par value $.01 per share, and approximately 11% (on
a combined basis) of Viacom's Class A Common Stock and non-voting
Class B Common Stock, par value $.01 per share, was owned by
NAIRI.
NAIRI, a Delaware corporation, has its principal office
at 200 Elm Street, Dedham, Massachusetts 02026 and is a company
owning and operating movie theaters in the United States whose
main asset is its shares of Viacom Class A Common Stock and Class
B Common Stock. 100% of the issued and outstanding stock of
NAIRI is owned by NAI.
NAI, a Maryland corporation, has its principal office
at 200 Elm Street, Dedham, Massachusetts 02026. NAI's principal
businesses are owning and operating movie theaters in the United
States, United Kingdom and South America and holding the common
stock of NAIRI. Sumner M. Redstone is the beneficial owner of
approximately 83% of the issued and outstanding shares of capital
stock of NAI as voting trustee of various trusts.
Sumner M. Redstone is an individual whose business
address is c/o National Amusements, Inc., 200 Elm Street, Dedham,
Massachusetts 02026. Mr. Redstone's principal occupation is
Chairman of the Board and Chief Executive Officer of NAI,
Chairman and President of NAIRI, and Chairman of the Board and
Chief Executive Officer of Viacom.
The executive officers and directors of Viacom, NAIRI
and NAI, as of July 24, 2002, are set forth on Schedules I
through III attached hereto, containing the following information
with respect to each such person:
(a) Name;
(b) Residence or 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.
Page 7 of 15 Pages
During the last five years, none of the Reporting
Persons or any person named in any of Schedules I through VI
attached hereto has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) 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.
Except for Jan Leschly, who is a Danish citizen, each
person identified on Schedules I through III attached hereto is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is amended and supplemented as follows:
In May 2001, Viacom and the Issuer entered into a
Securities Purchase Agreement dated as of April 25, 2001 (the
"Securities Purchase Agreement") pursuant to which, among other
things, Viacom received from the Issuer 310,425 Common Shares and
two warrants for Common Shares, more fully described in Item 4
below, in exchange for a $1.4 million payment. Simultaneously,
Viacom made a $1.6 million prepayment of existing future cash
advertising and promotion commitments to the Company.
Item 4. Purpose of Transaction.
-----------------------
Item 4 is amended and restated in its entirety as
follows:
The Issuer's Common Shares were acquired by Viacom pursuant
to the merger of CBS Corporation ("CBS"), immediate prior owner
of the Common Shares, with and into Viacom on May 4, 2000.
Viacom acquired warrants from the Issuer that entitle it to
purchase up to 100,000 Common Shares at an exercise price of
$7.819 per share. The warrants, which were issued to Viacom on
September 18, 2000 pursuant to an agreement between Viacom and
the Issuer, are exercisable from such date through September 18,
2003.
In May 2001 Viacom (i) acquired 310,425 Common Shares at
$4.51 per share pursuant to the Securities Purchase Agreement;
(ii) received an immediately exercisable warrant for 162,973
Common Shares with an expiration date of May 2006, and an
exercise price of $6.44, that was adjusted down to $4.51 on April
30, 2002 ("Warrant A"); and (iii) received a warrant for up to
439,251 Common Shares ("Warrant B") to be issued at certain
specified times in the event that the market price of the
Issuer's Common Shares dropped below specified levels. The
310,425 Common Shares and all of the Common Shares underlying
Warrant A and Warrant B were registered by the Issuer pursuant to
a Registration Rights Agreement between Viacom and the Issuer,
dated as of May 1, 2002 (the "Registration Rights Agreement").
In December 2001, Hollywood issued 220,402 Common Shares to
Viacom pursuant to Warrant B, and an additional 14,928 Common
Shares in lieu of cash owed to Viacom by Hollywood pursuant to
the Registration Rights Agreement.
On July 24, 2002, Hollywood issued an additional 218,009
Common Shares to Viacom pursuant to Warrant B. No further Common
Shares are issuable to Viacom pursuant to Warrant B.
Page 8 of 15 Pages
The Reporting Persons have no current plan or proposal which
relates to, or would result in, any of the actions enumerated in
subparagraphs (a) through (j) of Item 4 of Schedule 13D, other
than as set forth herein; however, the Reporting Persons may, at
any time and from time to time, purchase additional Common Shares
of the Issuer and may dispose of any and all Common Shares of the
Issuer held by them.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is amended and restated in its entirety to read
as follows:
(a) and (b) Viacom is currently the beneficial owner, with
shared dispositive and voting power, of 8,877,660 Common
Shares, or approximately 30.5%, of the Issuer's issued and
outstanding Common Shares, including 262,973 Common Shares
underlying currently exercisable warrants (based on the
number of Common Shares that were reported by the Issuer to
be issued and outstanding as of May 9, 2002, plus the Common
Shares issued to Viacom on July 24, 2002, and assuming the
exercise of all the warrants referred to above and such
underlying shares to be issued and outstanding for purposes
of this calculation).
NAIRI is currently the beneficial owner, with shared
dispositive and voting power, of 8,877,660 Common Shares, or
approximately 30.5%, of the Issuer's issued and outstanding
Common Shares, including 262,973 Common Shares underlying
currently exercisable warrants (based on the number of
Common Shares that were reported by the Issuer to be issued
and outstanding as of May 9, 2002, plus the Common Shares
issued to Viacom on July 24, 2002, and assuming the
exercise of all the warrants referred to above and such
underlying shares to be issued and outstanding for purposes
of this calculation).
NAI is currently the beneficial owner, with shared
dispositive and voting power, of 8,877,660 Common Shares, or
approximately 30.5%, of the Issuer's issued and outstanding
Common Shares, including 262,973 Common Shares underlying
currently exercisable warrants (based on the number of
Common Shares that were reported by the Issuer to be issued
and outstanding as of May 9, 2002, plus the Common Shares
issued to Viacom on July 24, 2002, and assuming the
exercise of all the warrants referred to above and such
underlying shares to be issued and outstanding for purposes
of this calculation).
As a result of his stock ownership in NAI, Mr. Sumner M.
Redstone is deemed the beneficial owner of 8,877,660 Common
Shares, or approximately 30.5%, of the Issuer's issued and
outstanding Common Shares, including 262,973 Common Shares
underlying currently exercisable warrants (based on the
number of Common Shares that were reported by the Issuer to
be issued and outstanding as of May 9, 2002, plus the Common
Shares issued to Viacom on July 24, 2002, and assuming the
exercise of all the warrants referred to above and such
underlying shares to be issued and outstanding for purposes
of this calculation).
(c) As described in Item 4 above, on July 24, 2002,
Hollywood issued 218,009 Common Shares to Viacom pursuant to
Warrant B.
(d) None.
(e) N/A
Page 9 of 15 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
-------------------------------------------------------
Item 6 is amended and restated in its entirety to read
as follows:
Except for the Securities Purchase Agreement, the
Registration Rights Agreement, Warrant A and Warrant B described
in Items 3 and 4 above, none of the Reporting Persons has 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 any amendment thereto, that was
filed by certain of the Reporting Persons or any predecessor
thereof. Viacom, as successor by merger to CBS, has assumed all
rights and obligations of CBS.
The information set forth under Item 4 above is
incorporated by reference. The descriptions of the Securities
Purchase Agreement, the Registration Rights Agreement, Warrant A
and Warrant B herein do not purport to be complete and are
qualified in their entirety by reference to the agreements
attached hereto as Exhibits 2, 3, 4 and 5.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 Joint Filing Agreement among Viacom Inc., NAIRI, Inc.,
National Amusements, Inc. and Sumner M. Redstone.
Exhibit 2 Securities Purchase Agreement between Hollywood Media
Corp. and Viacom Inc., dated as of April 25, 2001.
Exhibit 3 Registration Rights Agreement between Hollywood Media
Corp. and Viacom Inc., dated as of May 1, 2001.
Exhibit 4 Common Stock Warrant Certificate W-A-3 dated May 1,
2001 issued by Hollywood Media Corp. to Viacom Inc.
Exhibit 5 Common Stock Adjustment Warrant Certificate W-B-3 dated
May 1, 2001 issued by Hollywood Media Corp. to Viacom
Inc.
Page 10 of 15 Pages
Signatures
-------------
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
July 29, 2002
VIACOM INC.
By: /s/Michael D. Fricklas
-------------------------
Michael D. Fricklas
Executive Vice President,
General Counsel and
Secretary
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
Page 11 of 15 Pages
SCHEDULE I
----------------
Name, business address, and present
principal occupation or employment of
the directors and executive officers of
VIACOM INC.
-----------------
I:A DIRECTORS
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
AND ADDRESS OF EMPLOYMENT
-------------------------- -------------------------------
David Andelman Attorney
Lourie and Cutler Lourie and Cutler
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
George S. Abrams Attorney
Winer & Abrams Winer & Abrams
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
George H. Conrades Chairman and Chief Executive
AKAMAI Technologies Officer of
500 Technology Square AKAMAI Technologies
Cambridge, MA 02139 AKAMAI Technologies
500 Technology Square
Cambridge, MA 02139
Philippe P. Dauman Co-Chairman and CEO of DND
DND Capital Partners, LLC Capital Partners LLC
9 West 57th St. DND Capital Partners, LLC
New York, N.Y. 10019 9 West 57th St.
New York, N.Y. 10019
William H. Gray III President and Chief Executive
The College Fund/UNCF Officer of The College
8260 Willow Oaks Corporate Fund/UNCF
Drive The College Fund/UNCF
Fairfax, VA 22031 8260 Willow Oaks Corporate
Drive
Fairfax, VA 22031
Mel Karmazin President & Chief Operating
Viacom Inc. Officer
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Jan Leschly Chairman and CEO
Care Capital LLC Care Capital LLC
Princeton Overlook 1 Care Capital LLC
100 Overlook Center and Princeton Overlook 1
Route, 100 Overlook Center and Route,
Suite 102 Suite 102
Princeton, NJ 08540 Princeton, NJ 08540
David T. McLaughlin Chairman and Chief Executive
Orion Safety Products Officer of
46 Newport road Orion Safety Products
New London, NH 03257 Orion Safety Products
46 Newport Road
New London, NH 03257
Page 12 of 15 Pages
SCHEDULE I
(Continued)
VIACOM INC.
-----------
I:A DIRECTORS (CONTINUED)
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
AND ADDRESS OF EMPLOYMENT
---------------------------- -------------------------------
Ken Miller Independent Financial Advisor
c/o Paul, Weiss, Rifkind, c/o Paul, Weiss, Rifkind,
Wharton & Garrison Wharton & Garrison
1285 Avenue of the Americas 1285 Avenue of the Americas
New York, N.Y. 10019 New York, N.Y. 10019
Leslie Moonves President and Chief Executive
Viacom Inc. Officer of CBS Television
1515 Broadway CBS Television
New York, NY 10036 7800 Beverly Blvd.
Los Angeles, CA 90036
Brent D. Redstone Director of National
c/o Showtime Networks Inc. Amusements, Inc.
1633 Broadway National Amusements, Inc.
New York, NY 10019 200 Elm Street
Dedham, MA 02026
Shari Redstone President of National
National Amusements, Inc. Amusements, Inc. and Executive
200 Elm Street Vice President of NAIRI, Inc.
Dedham, MA 02026 National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
Sumner M. Redstone Chairman & CEO, National
Viacom Inc. Amusements, Inc.;
1515 Broadway Chairman & Chief Executive
New York, NY 10036 Officer
Viacom Inc.
1515 Broadway
New York, NY 10036
Fredric V. Salerno Vice Chairman and CFO, Verizon
Verizon Communications Communications
1095 Avenue of the Americas Verizon Communications
New York, NY 10036 1095 Avenue of the Americas
New York, NY 10036
William Schwartz Counsel
Cadwalader Wickersham & Taft Cadwalader Wickersham & Taft
100 Maiden Lane 100 Maiden Lane
New York, N.Y. 10038 New York, N.Y. 10038
Ivan Seidenberg President and Chief Executive
Verizon Communications Officer of Verizon
1095 Avenue of the Americas Communications
New York, NY 10036 Verizon Communications
1095 Avenue of the Americas
New York, NY 10036
Patty Stonesifer Co-Chair and President of
Bill and Melinda Gates Bill and Melinda Gates
Foundation Foundation
1551 Eastlake Ave. East Bill and Melinda Gates
Seattle, WA 98102 Foundation
1551 Eastlake Ave. East
Seattle, WA 98102
Robert D. Walter Chairman and Chief Executive
Cardinal Health, Inc. Officer of Cardinal Health,
7000 Cardinal Place Inc.
Dublin, OH 43017 Cardinal Health, Inc.
7000 Cardinal Place
Dublin, OH 43017
Page 13 of 15 Pages
SCHEDULE I
(continued)
VIACOM INC.
--------------
I:B EXECUTIVE OFFICERS:
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND
ADDRESS OF EMPLOYMENT
----------------------------- --------------------------------
Sumner M. Redstone Chairman & CEO, National
Viacom Inc. Amusements, Inc.;
1515 Broadway Chairman & Chief Executive
New York, NY 10036 Officer
Viacom Inc.
1515 Broadway
New York, NY 10036
Mel Karmazin President & Chief Operating
Viacom Inc. Officer
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Richard J. Bressler Sr. EVP, Chief Financial Officer
Viacom Inc. Viacom Inc.
1515 Broadway 1515 Broadway
New York, NY 10 New York, NY 10036
Michael D. Fricklas EVP, General Counsel and
Viacom Inc. Secretary
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Carl D. Folta Senior Vice President, Corporate
Viacom Inc. Relations
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Carol Melton Senior Vice President, Government
Viacom Inc. Relations
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
William A. Roskin Sr. VP, Human Resources and
Viacom Inc. Administration
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Martin M. Shea Senior Vice President, Investor
Viacom Inc. Relations
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Robert G. Freedline Vice President and Treasurer
Viacom Inc. Viacom Inc.
1515 Broadway 1515 Broadway
New York, N.Y. 10036 New York, N.Y. 10036
Susan C. Gordon Vice President, Controller &
Viacom Inc. Chief Accounting Officer
1515 Broadway Viacom Inc.
New York, NY 10036 1515 Broadway
New York, NY 10036
Page 14 of 15 Pages
SCHEDULE II
-----------------
Name, business address, and present
principal occupation or employment of
the directors and executive officers of
NAIRI, Inc.
--------------
II:A DIRECTORS
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND
ADDRESS OF EMPLOYMENT
-------------------------- ---------------------------------
Sumner M. Redstone Chairman & CEO, National Amusements,
Viacom Inc. Inc.;
1515 Broadway Chairman & Chief Executive Officer
New York, NY 10036 Viacom Inc.
1515 Broadway
New York, NY 10036
Shari Redstone President of National Amusements,
National Amusements, Inc. Inc. and Executive Vice President of
200 Elm Street NAIRI, Inc.
Dedham, MA 02026 National Amusements, Inc.
200 Elm Street
Dedham, MA 02026
George S. Abrams Attorney
Winer & Abrams Winer & Abrams
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
David Andelman Attorney
Lourie and Cutler Lourie and Cutler
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
Philippe P. Dauman Co-Chairman and CEO of DND Capital
DND Capital Partners, LLC Partners LLC
9 West 57th St. DND Capital Partners, LLC
New York, N.Y. 10019 9 West 57th St.
New York, N.Y. 10019
Brent D. Redstone Director of National Amusements, Inc.
c/o Showtime Networks Inc. National Amusements, Inc.
1633 Broadway 200 Elm Street
New York, NY 10019 Dedham, MA 02026
II:B Executive Officers
Name and Business Address Present Principal Occupation and
Address of Employment
------------------------ --------------------------------
Sumner M. Redstone See schedule II:A
See schedule II:A
Shari Redstone See schedule II:A
See schedule II:A
Jerome Magner VP and Treasurer of National Amusements,
National Amusements, Inc. Inc., and NAIRI, Inc.
200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Richard Sherman Vice President of National Amusements,
National Amusements, Inc. Inc. and NAIRI, Inc.
200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Tilly Berman Secretary of National Amusements, Inc. and
National Amusements, Inc. NAIRI, Inc.
200 Elm Street National Amusements, Inc.
Dedham, MA 02026 200 Elm Street
Dedham, MA 02026
Page 15 of 15 Pages
SCHEDULE III
-----------------------
Name, business address, and present
principal occupation or employment of
the directors and executive officers of
NATIONAL AMUSEMENTS, INC
----------------------------
III:A DIRECTORS
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND
ADDRESS OF EMPLOYMENT
-------------------------- ---------------------------------
Sumner M. Redstone See schedule II:A
See schedule II:A
Shari Redstone See schedule II:A
See schedule II:A
George S. Abrams See schedule II:A
See schedule II:A
David Andelman See schedule II:A
See schedule II:A
Philippe P. Dauman See schedule II:A
See schedule II:A
Brent D. Redstone See schedule II:A
See schedule II:A
II: B EXECUTIVE OFFICERS
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION AND
ADDRESS OF EMPLOYMENT
------------------------ ---------------------------------
Sumner M. Redstone See schedule II:A
See schedule II:A
Shari Redstone See schedule II:A
See schedule II:A
Jerome Magner See schedule II:B
See schedule II:B
Richard Sherman See schedule II:B
See schedule II:B
Tilly Berman See schedule II:B
See schedule II:B