UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
SWITCHBOARD INCORPORATED
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
871045-10-0
(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)
October 26, 2001
(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 / /.
CUSIP No. 871045-10-0 Page 1 of 4 Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
S.S. No.
- --------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
- --------------------------------------------------------------
/ / (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).
- --------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- --------------------------------------------------------------
Number of (7) Sole Voting Power
Shares ------------------------------------------
Beneficially (8) Shared Voting Power 533,468(1)(2)
Owned by -------------------------------------------
Each (9) Sole Dispositive Power
Reporting -------------------------------------------
Person (10) Shared Dispositive Power 533,468(1)(2)
With
- --------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
533,468 (1)(2)
- --------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.8%(1)(2)
- --------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------
(1) Represents 533,468 shares underlying currently exercisable
warrants.
(2) Pursuant to the events described in Item 4, on October 26,
2001, Viacom Inc. surrendered to the Issuer, all of its
shares of Issuer's common stock, Series E Special Voting
Preferred Stock and approximately 50% of the warrants
exercisable for Issuer's common stock it then held in
exchange for termination of certain agreements between the
Issuer and Viacom.
CUSIP No. 871045-10-0 Page 2 of 4 Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
I.R.S No. 04-2949533
- --------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
- --------------------------------------------------------------
/ / (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).
- --------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
- --------------------------------------------------------------
Number of (7) Sole Voting Power
Shares ------------------------------------------
Beneficially (8) Shared Voting Power 533,468(1)(2)
Owned by ------------------------------------------
Each (9) Sole Dispositive Power
Reporting ------------------------------------------
Person (10) Shared Dispositive Power 533,468(1)(2)
With
- --------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
533,468(1)(2)
- --------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
- --------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.8% (1)(2)
- --------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------
(1) Represents 533,468 shares underlying currently exercisable
warrants.
(2) Pursuant to the events described in Item 4, on October 26,
2001, Viacom Inc. surrendered to the Issuer, all of its
shares of Issuer's common stock, Series E Special Voting
Preferred Stock and approximately 50% of the warrants
exercisable for Issuer's common stock it then held in
exchange for termination of certain agreements between the
Issuer and Viacom.
Page 3 of 4 Pages
Item 1. Security and Issuer.
------------------
This Amendment No. 2 amends the Statement on Schedule 13D
filed with the Securities and Exchange Commission ("SEC") on May
15, 2000, as amended by Amendment No. 1 thereto filed with the
SEC on August 28, 2001 (as amended, the "Schedule 13D") with
respect to the Common Stock, $.01 par value per share (the
"Common Shares"), of Switchboard Incorporated ("Switchboard" or
the "Issuer"), a Delaware corporation, with its principal
executive office located at 120 Flanders Road, Westboro,
Massachusetts 01581.
Item 4. Purpose of Transaction.
-----------------------
Item 4 is hereby amended and restated in its entirety to
read as follows:
"On October 26, 2001, pursuant to the Restructuring Agreement
dated August 22, 2001 (the "Restructuring Agreement"), among
Viacom Inc., the Issuer and ePresence, Inc., a Massachusetts
corporation (formerly known as Banyan Systems Incorporated, the
Reporting Persons ceased to be the beneficial owners of more than
5% of Issuer's securities."
Item 5. Interest in Securities of the Issuer.
--------------------------------------
Item 5 is amended and restated in its entirety as follows:
(e) Effective October 26, 2001, pursuant to the events
described in Item 4 above, the Reporting Persons ceased to be the
beneficial owners of more than 5% of Issuer's securities (based
on, for purposes of this calculation, the number of Common Shares
that were reported by the Issuer to be issued and outstanding and
assuming the exercise of all the warrants held by the Reporting
Persons and such underlying shares to be issued and
outstanding.)"
Page 4 of 4 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. Pursuant to Rule 13d-
1(k)(1), each of the undersigned agrees that this statement is
filed on behalf of each of us.
October 26, 2001 /s/ Sumner M. Redstone
----------------------
Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
------------------------
Sumner M. Redstone,
Chairman and Chief
Executive Officer
NAIRI, Inc.
By: /s/ Sumner M. Redstone
-----------------------
Sumner M. Redstone,
Chairman and President
Viacom Inc.
By: /s/ Michael D. Fricklas
------------------------
Michael D. Fricklas
Executive Vice President,
General Counsel and Secretary