SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
World Wrestling Federation Entertainment, Inc.
-----------------------------------------------
(Name of Issuer)
Class A Common Stock, $0.01 Par Value Per Share
-----------------------------------------------
(Title of Class of Securities)
98156Q108
------------------
(CUSIP Number)
December 31, 2000
------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ /Rule 13d-1(d)
Page 1 of 9 Pages
CUSIP NO. 98156Q108 Page 2 of 9 Pages
(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 Group (See
Instructions)
/ / (a) ___________________________________________________
/ / (b) ___________________________________________________
(3) SEC Use Only
(4) Citizenship or Place of Organization Delaware
-----------------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares ----------------------
Beneficially (6) Shared Voting Power 2,281,492
Owned by ----------------------
Each (7) Sole Dispositive Power 0
Reporting ----------------------
Person
With (8) Shared Dispositive Power 2,281,492
---------------------------------------------------------------
<9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,281,492
------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)___________________________________
(11) Percent of Class Represented by Amount in Row (9)
14.1%
------------------------------------------------------------
<12) Type of Reporting Person (See Instructions) CO
----------------
CUSIP NO. 98156Q108 Page 3 of 9 Pages
(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 Group (See
Instructions)
/ / (a) ____________________________________________________
/ / (b) ____________________________________________________
(3) SEC Use Only_____________________________________________
(4) Citizenship or Place of Organization Delaware
--------------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares ----------------
Beneficially
Owned (6) Shared Voting Power 2,281,492
by ----------------
Each
Reporting (7) Sole Dispositive Power 0
Person ----------------
With (8) Shared Dispositive Power 2,281,492
--------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,281,492
------------------------------------------------------------
<10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)___________________________________
(11) Percent of Class Represented by Amount in Row (9)
14.1%
------------------------------------------------------------
(12) Type of Reporting Person (See Instructions) CO
----------------
CUSIP NO. 98156Q108 Page 4 of 9 Pages
(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 Group (See
Instructions)
/ / (a)______________________________________________________
/ / (b)______________________________________________________
(3) SEC Use Only______________________________________________
(4) Citizenship or Place of Organization Maryland
-----------------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares -----------------
Beneficially (6) Shared Voting Power 2,281,492
Owned by -----------------
Each (7) Sole Dispositive Power 0
Reporting -----------------
Person With (8) Shared Dispositive Power 2,281,492
-----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,281,492
------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
CUSIP NO. 98156Q108 Page 5 of 9 Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
------------------------------------------------------------
S.S. No. 026-24-2929
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a) _______________________________________________________
/ / (b) _______________________________________________________
(3) SEC Use Only________________________________________________
(4) Citizenship or Place of Organization United States
-----------------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares -----------------
Beneficially (6) Shared Voting Power 2,281,492
Owned by ------------------
Each (7) Sole Dispositive Power 0
Reporting ------------------
Person With (8) Shared Dispositive Power 2,281,492
-----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,281,492
------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)__________________________________
(11) Percent of Class Represented by Amount in Row (9)
14.1%
------------------------------------------------------------
(12) Type of Reporting Person (See Instructions) IN
----------------
Page 6 of 9 Pages
Item 1. Identity of Issuer
This Amendment No. 1 to Schedule 13G is filed by the
undersigned with respect to the Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock"), of World Wrestling
Federation Entertainment, Inc. (the "Issuer"). The Issuer's
principal executive offices are located at 1241 East Main Street,
Stamford, CT 06902.
Item 2. Identity of Reporting Persons and Background
This Statement is filed on behalf of Viacom Inc., a
Delaware corporation ("VI") with a principal address of 1515
Broadway, New York, New York 10036, NAIRI, Inc., a Delaware
corporation ("NAIRI") with a principal address of 200 Elm Street,
Dedham, MA 02026, National Amusements, Inc., a Maryland
corporation ("NAI") with a principal address of 200 Elm Street,
Dedham, MA 02026, and Mr. Sumner M. Redstone, whose business address
is 200 Elm Street, Dedham, MA 02026 (collectively, the"Reporting Persons").
Approximately 68% of VI's voting stock is owned by
NAIRI, which in turn is owned 100% by NAI; Mr. Sumner M. Redstone
is the controlling shareholder, Chairman and Chief Executive
Officer of NAI, Chairman and President of NAIRI, and Chairman and
Chief Executive Officer of VI.
Item 3. If this Statement is filed pursuant to 240.13d-1(c)
check this box /X/.
Item 4. Ownership.
As of December 31, 2000, each of VI, NAIRI, NAI and Mr.
Sumner M. Redstone beneficially owned the two million two hundred
eighty-one thousand four hundred ninety-two (2,281,492) shares of
Class A Common Stock reported hereunder, representing
approximately 14.1% of the outstanding shares of Class A Common
Stock (based on 16,194,134 shares of Class A Common Stock being
outstanding at December 1, 2000, as reported in WWF's Report on
Form 10-Q for the quarterly period ended October 27, 2000), but
less than five percent of all of the Issuer's outstanding equity.
Due to the relationship among the Reporting Persons as
described in Item 2 hereof, each of the Reporting Persons may be
deemed to share with each of the other Reporting Persons power
(i) to vote or direct the vote and (ii) to dispose or to direct
the disposition of the shares of Common Stock covered by this
Statement.
Page 7 of 9 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
See Items 2 and 4 hereof.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10 Certifications.
Page 8 of 9 Pages
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
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. Pursuant to Rule 13d-
1(k)(1), we agree that this statement is filed on behalf of each
of us.
Date: February 12, 2001
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
By: /s/ Sumner M. Redstone
----------------------
Sumner M. Redstone,
Individually
Exhibit to Amendment No. 1 Page 9 of 9 Pages
to Schedule 13G
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule
13G, dated July 28, 2000 (the "Schedule 13G"), with respect to
the Class A Common Stock, par value $0.01 per share, of World
Wrestling Federation Entertainment, Inc. is, and any amendments
executed by us shall be, filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, and that this
Agreement shall be included as an exhibit to the Schedule 13G and
each such amendment. Each of the undersigned agrees to be
responsible for the timely filing of the Schedule 13G and any
amendments thereto, and for the completeness and accuracy of the
information concerning itself contained therein. This agreement
may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the 12th day of February, 2001.
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
By: /s/ Sumner M. Redstone
----------------------
Sumner M. Redstone,
Individually