CBS Corp – ‘SC 13D/A’ on 8/2/04 re: Sportsline Com Inc

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          14     58K 
                          Ownership                                              
 2: EX-8        Opinion re: Tax Matters                                2±     7K 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934
 (Amendment No. 6)

SportsLine.com, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, Par Value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

848-934-10-5
--------------------------------------------------------------------------------
(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)

August 1, 2004  
--------------------------------------------------------------------------------
 (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 that is the subject of this Schedule 13D, and is filing this    
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].                                                                            

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 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 14 Pages)

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CUSIP No.  848-934-10-5                                                         
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(1)   Name of Reporting Person                                                  
S.S. or I.R.S. Identification No. of Above Person                   

SUMNER M. REDSTONE                                                  
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)         

(a)  [_]                                                            

(b)  [_]                                                            
--------------------------------------------------------------------------------
(3)   SEC Use Only                                                              

--------------------------------------------------------------------------------
(4)   Sources of Funds (See Instructions)                                       

WC                                                                  
--------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items    
2(d) or 2(e).                                                       

--------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization                                      

United States                                                       
--------------------------------------------------------------------------------
(7)   Sole Voting Power                     
Number of                                                                       

Shares            --------------------------------------------------------------
(8)   Shared Voting Power                   
Beneficially                                                                    
20,267,295                      
Owned by Each     --------------------------------------------------------------
(9)   Sole Dispositive Power                

Each Reporting                                                                  
                  --------------------------------------------------------------
Person  With      (10)  Shared Dispositive Power                                

16,876,740                      
--------------------------------------------------------------------------------
(11)  Aggregate Amount Beneficially Owned by Each Reporting Person              

20,267,295                                                          
--------------------------------------------------------------------------------
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    
Instructions)                                                       

--------------------------------------------------------------------------------
(13)  Percent of Class Represented by Amount in Row (11)                        

44.0%                                                               
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)                                

IN                                                                  
--------------------------------------------------------------------------------

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CUSIP No.  848-934-10-5                                                         
--------------------------------------------------------------------------------
(1)   Name of Reporting Person                                                  
S.S. or I.R.S. Identification No. of Above Person                   

NAIRI, Inc.                                                         
I.R.S Identification No.  04-3446887                                
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)         

(a)  [_]                                                            

(b)  [_]                                                            
--------------------------------------------------------------------------------
(3)   SEC Use Only                                                              

--------------------------------------------------------------------------------
(4)   Sources of Funds (See Instructions)                                       

WC                                                                  
--------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items    
2(d) or 2(e).                                                       

--------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization                                      

Delaware                                                            
--------------------------------------------------------------------------------
(7)   Sole Voting Power                     
Number of                                                                       

Shares            --------------------------------------------------------------
(8)   Shared Voting Power                   
Beneficially                                                                    
20,267,295                      
Owned by Each     --------------------------------------------------------------
(9)   Sole Dispositive Power                

Each Reporting                                                                  
                  --------------------------------------------------------------
Person  With      (10)  Shared Dispositive Power                                

16,876,740                      
--------------------------------------------------------------------------------
(11)  Aggregate Amount Beneficially Owned by Each Reporting Person              

20,267,295                                                          
--------------------------------------------------------------------------------
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    
Instructions)                                                       

--------------------------------------------------------------------------------
(13)  Percent of Class Represented by Amount in Row (11)                        

44.0%                                                               
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)                                

CO                                                                  
--------------------------------------------------------------------------------

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CUSIP No.  848-934-10-5                                                         
--------------------------------------------------------------------------------
(1)   Name of Reporting Person                                                  
S.S. or I.R.S. Identification No. of Above Person                   

National Amusements, Inc.                                           
I.R.S Identification No.  04-2261332                                
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)         

(a)  [_]                                                            

(b)  [_]                                                            
--------------------------------------------------------------------------------
(3)   SEC Use Only                                                              

--------------------------------------------------------------------------------
(4)   Sources of Funds (See Instructions)                                       

WC                                                                  
--------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items    
2(d) or 2(e).                                                       

--------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization                                      

Maryland                                                            
--------------------------------------------------------------------------------
(7)   Sole Voting Power                     
Number of                                                                       

Shares            --------------------------------------------------------------
(8)   Shared Voting Power                   
Beneficially                                                                    
20,267,295                      
Owned by Each     --------------------------------------------------------------
(9)   Sole Dispositive Power                

Each Reporting                                                                  
                  --------------------------------------------------------------
Person  With      (10)  Shared Dispositive Power                                

16,876,740                      
--------------------------------------------------------------------------------
(11)  Aggregate Amount Beneficially Owned by Each Reporting Person              

20,267,295                                                          
--------------------------------------------------------------------------------
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    
Instructions)                                                       

--------------------------------------------------------------------------------
(13)  Percent of Class Represented by Amount in Row (11)                        

44.0%                                                               
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)                                

CO                                                                  
--------------------------------------------------------------------------------

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CUSIP No.  848-934-10-5                                                         
--------------------------------------------------------------------------------
(1)   Name of Reporting Person                                                  
S.S. or I.R.S. Identification No. of Above Person                   

Viacom Inc.                                                         
I.R.S Identification No.  04-2949533                                
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)         

(a)  [_]                                                            

(b)  [_]                                                            
--------------------------------------------------------------------------------
(3)   SEC Use Only                                                              

--------------------------------------------------------------------------------
(4)   Sources of Funds (See Instructions)                                       

WC                                                                  
--------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items    
2(d) or 2(e).                                                       

--------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization                                      

Delaware                                                            
--------------------------------------------------------------------------------
(7)   Sole Voting Power                     
Number of                                                                       

Shares            --------------------------------------------------------------
(8)   Shared Voting Power                   
Beneficially                                                                    
20,267,295                      
Owned by Each     --------------------------------------------------------------
(9)   Sole Dispositive Power                

Each Reporting                                                                  
                  --------------------------------------------------------------
Person  With      (10)  Shared Dispositive Power                                

16,876,740                      
--------------------------------------------------------------------------------
(11)  Aggregate Amount Beneficially Owned by Each Reporting Person              

20,267,295                                                          
--------------------------------------------------------------------------------
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    
Instructions)                                                       

--------------------------------------------------------------------------------
(13)  Percent of Class Represented by Amount in Row (11)                        

44.0%                                                               
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)                                

CO                                                                  
--------------------------------------------------------------------------------

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CUSIP No.  848-934-10-5                                                         
--------------------------------------------------------------------------------
(1)   Name of Reporting Person                                                  
S.S. or I.R.S. Identification No. of Above Person                   

Westinghouse CBS Holding Company, Inc.                              
I.R.S No.  25-1776511                                               
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)         

(a)  [_]                                                            

(b)  [_]                                                            
--------------------------------------------------------------------------------
(3)   SEC Use Only                                                              

--------------------------------------------------------------------------------
(4)   Sources of Funds (See Instructions)                                       

WC                                                                  
--------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items    
2(d) or 2(e).                                                       

--------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization                                      

Delaware                                                            
--------------------------------------------------------------------------------
(7)   Sole Voting Power                     
Number of                                                                       

Shares            --------------------------------------------------------------
(8)   Shared Voting Power                   
Beneficially                                                                    
19,817,295                      
Owned by Each     --------------------------------------------------------------
(9)   Sole Dispositive Power                

Each Reporting                                                                  
                  --------------------------------------------------------------
Person  With      (10)  Shared Dispositive Power                                

16,876,740                      
--------------------------------------------------------------------------------
(11)  Aggregate Amount Beneficially Owned by Each Reporting Person              

19,817,295                                                          
--------------------------------------------------------------------------------
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    
Instructions)                                                       

--------------------------------------------------------------------------------
(13)  Percent of Class Represented by Amount in Row (11)                        

43.0%                                                               
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)                                

CO                                                                  
--------------------------------------------------------------------------------

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CUSIP No.  848-934-10-5                                                         
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(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 (See Instructions)         

(a)  [_]                                                            

(b)  [_]                                                            
--------------------------------------------------------------------------------
(3)   SEC Use Only                                                              

--------------------------------------------------------------------------------
(4)   Sources of Funds (See Instructions)                                       

WC                                                                  
--------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items    
2(d) or 2(e).                                                       

--------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization                                      

New York                                                            
--------------------------------------------------------------------------------
(7)   Sole Voting Power                     
Number of                                                                       

Shares            --------------------------------------------------------------
(8)   Shared Voting Power                   
Beneficially                                                                    
19,817,295                      
Owned by Each     --------------------------------------------------------------
(9)   Sole Dispositive Power                

Each Reporting                                                                  
                  --------------------------------------------------------------
Person  With      (10)  Shared Dispositive Power                                

16,876,740                      
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person               

19,817,295                                                            
--------------------------------------------------------------------------------
(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    
Instructions)                                                       

--------------------------------------------------------------------------------
(13)  Percent of Class Represented by Amount in Row (11)                        

43.0%                                                               
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)                                

CO                                                                  
--------------------------------------------------------------------------------

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Item 1.   Security and Issuer                                                   

    This Amendment No. 6 (the "Amendment") hereby amends and supplements the
Statement on Schedule 13D originally filed with the Securities and Exchange     
Commission on May 15, 2000, as amended (the "Schedule 13D") by CBS Broadcasting 
Inc. ("CBSBI"), Westinghouse CBS Holding Company, Inc. ("W/CBS HCI"), Viacom    
Inc. ("Viacom"), NAIRI, Inc. ("NAIRI"), National Amusements, Inc. ("NAI") and   
Mr. Sumner M. Redstone with respect to the Common Stock, par value $.01 per     
share (the "Common Shares"), of SportsLine.com, Inc., a Delaware corporation    
("SportsLine" or the "Issuer") with its principal executive office located at   
2200 West Cypress Creek Road, Fort Lauderdale, Florida 33309.                   

--------------------------------------------------------------------------------

Item 2.   Identity and Background                                               

      Item 2 is amended by deleting Susan J. Holliday as an executive officer of
CBSBI on Schedule I attached thereto.                                           

--------------------------------------------------------------------------------
Item 4.   Purpose of Transaction                                                

Item 4 is amended as follows:                                       

         "On August 1, 2004, Viacom, Stargate Acquisition Corp. Two ("Stargate
Two") and SportsLine entered into an Agreement and Plan of Merger (the "Merger  
Agreement").                                                                    

          "The Merger Agreement provides for, among other things, the merger
(the "Merger") of Stargate Two and SportsLine, and, at the option of Viacom,    
either SportsLine or Stargate Two will be the surviving corporation. As a result
of the Merger, each Common Share will be converted into the right to receive    
$1.75 in cash, without interest, except for: (i) Common Shares held in treasury 
by SportsLine, all of which will be canceled without any payment; (ii) Common   
Shares owned by Viacom or its controlled affiliates; and (iii) Common Shares    
held by stockholders who validly exercise and perfect appraisal rights in       
accordance with Delaware law.                                                   

      "The Merger remains subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement, including obtaining approval of   
the stockholders of SportsLine and the expiration or termination of any         
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements    
Act.                                                                            

    "Pursuant to the Merger Agreement, the board of directors of
Stargate Two at the Effective Time (as defined in the Merger Agreement) will    
become the board of directors of the surviving corporation. In addition, the    
certificate of incorporation and bylaws of the surviving corporation will be,   
subject to certain exceptions, amended and restated at the Effective Time to    
conform to such organizational documents of Stargate Two. Upon completion of the
Merger, Viacom will indirectly own all of the capital stock of SportsLine.      

          "The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, which is filed as Exhibit 1 to   
this Amendment.                                                                 

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          "In connection with the Merger Agreement, Michael J. Levy, Mark J.
Mariani, and Kenneth W. Sanders have each entered into a voting and irrevocable 
proxy agreement with Viacom (each such agreement, a "Voting Agreement"), which  
terminates on the earlier of the Effective Time and the termination of the      
Merger Agreement in accordance with its terms. Pursuant to each Voting          
Agreement, Messrs. Levy, Mariani and Sanders have agreed to vote all of their   
Common Shares, which in the aggregate consists of 2,940,555 shares (including   
581,589 Common Shares issuable upon the exercise of options granted to Messrs.  
Levy, Mariani and Sanders that are either vested or will vest within 60 days of 
August 1, 2004) or approximately 6.4% of the Issuer's issued and outstanding    
shares (based on a total of 45,463,125 Common Shares that the Issuer represented
were outstanding as of July 29, 2004 in Section 4.5 of the Merger Agreement and 
assuming the issuance of 581,589 Common Shares upon the exercise of outstanding 
options granted to Messrs. Levy, Mariani and Sanders that are either vested or  
will vest within 60 days of August 1, 2004): (i) in favor of, among other       
things, adoption of the Merger Agreement and any action required in furtherance 
thereof; and (ii) against, among other things: (a) any action or agreement that 
would reasonably be expected to: (1) result in the breach or inaccuracy of any  
representation or warranty, covenant or agreement of the Issuer in the Merger   
Agreement; (2) delay the consummation of the transactions contemplated by the   
Merger Agreement; (3) reduce the benefits to Viacom or Stargate Two of the      
transactions contemplated by the Merger Agreement; or (4) delay the consummation
of the transactions contemplated by the Merger Agreement; and (b) any           
Acquisition Proposal (as defined in the Merger Agreement).                      

     "Pursuant to the Voting Agreements, Messrs. Levy, Mariani and
Sanders have also agreed, among other things, not to exercise their rights to   
demand appraisal of the Common Shares owned by them.                            

           "The foregoing description of the Voting Agreements is qualified in
its entirety by reference to the form of Voting Agreement entered into by       
Messrs. Levy, Mariani and Sanders, which is filed as Exhibit 2 to this          
Amendment.                                                                      

           "Also on August 1, 2004, SportsLine and CBSBI entered into a letter
agreement amending Sections 10.2(b), 10.2(c) and 10.2(d) of the Agreement (as   
amended through June 30, 2004) to provide that the issuance of Common Shares and
payment of cash by SportsLine to CBSBI, and the related calculation of fair     
market value, provided for in those sections would occur on the earlier of (x)  
ten (10) trading days after the termination of the Merger Agreement in          
accordance with its terms and (y) the Effective Time, instead of on August 1,   
2004. This description of the letter agreement is qualified in its entirety by  
reference to the letter agreement attached as Exhibit 3 to this Amendment.      

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    "In connection with the Merger Agreement, Viacom has entered into letter
agreements with Messrs. Levy, Mariani and Sanders which provide, among other    
things, that: (i) Viacom will cause the surviving corporation of the Merger to  
amend the employment agreements of Messrs. Levy, Mariani and Sanders to provide,
among other things: (a) for such surviving corporation to pay them a retention  
bonus if they remain employed by SportsLine for four months following the       
Effective Time; and (b) for Messrs. Levy, Mariani and Sanders to have the right 
to terminate their employment with SportsLine for "good reason" (as defined)    
four months following the Effective Time; and (ii) if the Effective Time occurs 
prior to December 31, 2004 and Messrs. Levy, Mariani and Sanders are still      
employed by SportsLine on December 31, 2004, Viacom will cause the surviving    
corporation of the Merger to pay each of them their annual bonus for the year   
ended December 31, 2004 (such annual bonus to be determined pursuant to a       
formula previously established by compensation committee of SportsLine's board  
of directors, provided that for purposes of calculating EBITDA to determine such
bonus, Viacom has agreed that certain transaction-related expenses and other    
payments will be excluded from SportsLine's 2004 operating expenses). The       
foregoing description of the letter agreements is qualified in its entirety by  
reference to the letter agreements attached as Exhibits 5, 6 and 7 to this      
Amendment.                                                                      

   "The Merger would, if and when consummated, result in the Common Shares
ceasing to trade on the Nasdaq National Market and becoming eligible for        
termination of registration under Section 12(g)(4) of the Exchange Act."        

--------------------------------------------------------------------------------

Item 5.   Interest in Securities of the Issuer.                                 

Item 5 is amended as follows:                                       

   "(a) and (b) CBSBI (i) is the beneficial owner, with shared
dispositive and voting power, of 16,876,740 shares and (ii) may also be deemed  
the beneficial owner, with shared voting power, of 2,940,555 shares pursuant to 
the Voting Agreements (including 581,589 Common Shares issuable upon the        
exercise of outstanding options granted to Messrs. Levy, Mariani and Sanders    
that are either vested or will vest within 60 days of August 1, 2004), for a    
total beneficial ownership of 19,817,295 shares or approximately 43.0% of the   
Issuer's issued and outstanding Common Shares (based on a total of 45,463,125   
Common Shares that the Issuer represented were outstanding as of July 29, 2004  
in Section 4.5 of the Merger Agreement and assuming the issuance of 581,589     
Common Shares upon the exercise of outstanding options granted to Messrs. Levy, 
Mariani and Sanders that are either vested or will vest within 60 days of August
1, 2004).                                                                       

           "W/CBS HCI (i) is the beneficial owner, with shared dispositive and
voting power, of 16,876,740 shares and (ii) may also be deemed the beneficial   
owner, with shared voting power, of 2,940,555 shares pursuant to the Voting     
Agreements (including 581,589 Common Shares issuable upon the exercise of       
outstanding options granted to Messrs. Levy, Mariani and Sanders that are either
vested or will vest within 60 days of August 1, 2004), for a total beneficial   
ownership of 19,817,295 shares or approximately 43.0% of the Issuer's issued and
outstanding Common Shares (based on a total of 45,463,125 Common Shares that the
Issuer represented were outstanding as of July 29, 2004 in Section 4.5 of the   
Merger Agreement and assuming the issuance of 581,589 Common Shares upon the    
exercise of outstanding options granted to Messrs. Levy, Mariani and Sanders    
that are either vested or will vest within 60 days of August 1, 2004).          

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        "Viacom (i) is the beneficial owner, with shared dispositive and
voting power, of 16,876,740 shares, (ii) may also be deemed the beneficial      
owner, with shared voting power, of 450,000 shares held by Westwood One, Inc.   
("WWO"), as a result of an agreement between WWO and one of Viacom's            
wholly-owned subsidiaries, and (iii) may also be deemed the beneficial owner,   
with shared voting power, of 2,940,555 shares pursuant to the Voting Agreements 
(including 581,589 Common Shares issuable upon the exercise of outstanding      
options granted to Messrs. Levy, Mariani and Sanders that are either vested or  
will vest within 60 days of August 1, 2004), for a total beneficial ownership of
20,267,295 shares or approximately 44.0% of the Issuer's issued and outstanding 
Common Shares (based on a total of 45,463,125 Common Shares that the Issuer     
represented were outstanding as of July 29, 2004 in Section 4.5 of the Merger   
Agreement and assuming the issuance of 581,589 Common Shares upon the exercise  
of outstanding options granted to Messrs. Levy, Mariani and Sanders that are    
either vested or will vest within 60 days of August 1, 2004).                   

       "NAIRI (i) is the beneficial owner, with shared dispositive and
voting power, of 16,876,740 shares, (ii) may also be deemed the beneficial      
owner, with shared voting power, of 450,000 shares held by WWO, and (iii) may   
also be deemed the beneficial owner, with shared voting power, of 2,940,555     
shares pursuant to the Voting Agreements (including 581,589 Common Shares       
issuable upon the exercise of outstanding options granted to Messrs. Levy,      
Mariani and Sanders that are either vested or will vest within 60 days of August
1, 2004), for a total beneficial ownership of 20,267,295 shares or approximately
44.0% of the Issuer's issued and outstanding Common Shares (based on a total of 
45,463,125 Common Shares that the Issuer represented were outstanding as of July
29, 2004 in Section 4.5 of the Merger Agreement and assuming the issuance of    
581,589 Common Shares upon the exercise of outstanding options granted to       
Messrs. Levy, Mariani and Sanders that are either vested or will vest within 60 
days of August 1, 2004).                                                        

            "NAI (i) is the beneficial owner, with shared dispositive and voting
power, of 16,876,740 shares, (ii) may also be deemed the beneficial owner, with 
shared voting power, of 450,000 shares held by WWO, and (iii) may also be deemed
the beneficial owner, with shared voting power, of 2,940,555 shares pursuant to 
the Voting Agreements (including 581,589 Common Shares issuable upon the        
exercise of outstanding options granted to Messrs. Levy, Mariani and Sanders    
that are either vested or will vest within 60 days of August 1, 2004), for a    
total beneficial ownership of 20,267,295 shares or approximately 44.0% of the   
Issuer's issued and outstanding Common Shares (based on a total of 45,463,125   
Common Shares that the Issuer represented were outstanding as of July 29, 2004  
in Section 4.5 of the Merger Agreement and assuming the issuance of 581,589     
Common Shares upon the exercise of outstanding options granted to Messrs. Levy, 
Mariani and Sanders that are either vested or will vest within 60 days of August
1, 2004).                                                                       

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          "As a result of his stock ownership in NAI, Mr. Sumner M. Redstone
(i) is deemed the beneficial owner, with shared dispositive and voting power, of
16,876,740 shares, (ii) may also be deemed the beneficial owner, with shared    
voting power, of 450,000 shares held by WWO, and (iii) may also be deemed the   
beneficial owner, with shared voting power, of 2,940,555 shares pursuant to the 
Voting Agreements (including 581,589 Common Shares issuable upon the exercise of
outstanding options granted to Messrs. Levy, Mariani and Sanders that are either
vested or will vest within 60 days of August 1, 2004), for a total beneficial   
ownership of 20,267,295 shares or approximately 44.0% of the Issuer's issued and
outstanding Common Shares (based on a total of 45,463,125 Common Shares that the
Issuer represented were outstanding as of July 29, 2004 in Section 4.5 of the   
Merger Agreement and assuming the issuance of 581,589 Common Shares upon the    
exercise of outstanding options granted to Messrs. Levy, Mariani and Sanders    
that are either vested or will vest within 60 days of August 1, 2004)."         

--------------------------------------------------------------------------------

Item 6.     Contracts, Arrangements, Understandings or Relationships with       
Respect to Securities of the Issuer                     

Item 6 is amended as follows:                                         

           "Except as described in Item 4 above, none of the Reporting Persons
have 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 amendments thereto, filed by certain of the Reporting Persons and any   
predecessor thereof.                                                            

        "The information set forth under Item 4 above is incorporated by
reference."                                                                     

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Item 7.   Material to be Filed as Exhibits                                      

Exhibit 1.  Agreement and Plan of Merger dated as of August 1, 2004 among       
        Viacom, Stargate Two and SportsLine (filed as Exhibit 2.1 to the
        Current Report on Form 8-K of SportsLine dated (date of earliest
 event reported) August 1, 2004 and incorporated herein by
reference).                                             

Exhibit 2.  Form of Voting and Irrevocable Proxy Agreement entered into by each 
           of Michael Levy, Mark J. Mariani and Kenneth W. Sanders with Viacom
   (filed as Exhibit 99.2 to the Current Report on Form 8-K of
         SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).                  

Exhibit 3.  Letter Agreement dated August 1, 2004 from CBSBI to SportsLine      
   (filed as Exhibit 99.3 to the Current Report on Form 8-K of
         SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).                  

Exhibit 4   Letter Agreement dated August 1, 2004 from Viacom to Michael Levy   
   (filed as Exhibit 99.4 to the Current Report on Form 8-K of
         SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).                  

Exhibit 5   Letter Agreement dated August 1, 2004 from Viacom to Mark J. Mariani
   (filed as Exhibit 99.6 to the Current Report on Form 8-K of
         SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).                  

Exhibit 6   Letter Agreement dated August 1, 2004 from Viacom to Kenneth W.     
           Sanders (filed as Exhibit 99.5 to the Current Report on Form 8-K of
         SportsLine dated (date of earliest event reported) August 1, 2004
and incorporated herein by reference).                  

Exhibit 7   Press Release dated August 2, 2004 (filed as Exhibit 99.1 to the    
        Current Report on Form 8-K of SportsLine dated (date of earliest
 event reported) August 1, 2004 and incorporated herein by
reference).                                             

Exhibit 8.  Joint Filing Agreement among CBSBI, W/CBS HCI, Viacom, NAIRI, NAI   
and Sumner M. Redstone.                                 

SC 13D/A
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                                                             Page 14 of 14 Pages
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SIGNATURES

   After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and  
correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this 
statement is filed on behalf of each of us.                                     

August 2, 2004                                                                  

                   CBS Broadcasting Inc.

                         By: /s/ MICHAEL D. FRICKLAS
                                           -------------------------------------
                         Michael D. Fricklas
                              Executive Vice President

                                    Westinghouse CBS Holding Company, Inc.

                         By: /s/ MICHAEL D. FRICKLAS
                                           -------------------------------------
                         Michael D. Fricklas
                              Executive Vice President

         Viacom Inc.

                         By: /s/ MICHAEL D. FRICKLAS
                                           -------------------------------------
                         Michael D. Fricklas
                              Executive Vice President

         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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		12/31/04		10					10-K,  11-K
Filed on:		8/2/04		13		14			8-K,  DEFA14A
		8/1/04		1		13			8-K
		7/29/04		9		12			4
		6/30/04		9					10-Q,  10-Q/A,  8-K
		5/15/00		8					10-Q,  SC 13D
									List all Filings