SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
VIDEO JUKEBOX NETWORK, INC.
---------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class of Securities)
92656G 10 8
------------------------------
DENISE A. GORDON, ESQ.
STEEL HECTOR & DAVIS
1900 PHILLIPS POINT WEST
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FL 33401-6198
(407) 650-7273
--------------------------------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
SEPTEMBER 13, 1995
-------------------------------------------------------
(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:
/ /
1
<PAGE>
SCHEDULE 13D
CUSIP NO. 92656G 10 8 Page 2 of 40 Pages
----------- -- ---
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Louis Wolfson III
Social Security No.: ###-##-####
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds*
00
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 4,574
Beneficially 8. Shared Voting Power
Owned By 76,072
Each 9. Sole Dispositive Power
Reporting 1,324,729
Person With 10. Shared Dispositive Power
76,072
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,801
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
5.86%
- --------------------------------------------------------------------------------
14. Type of Reporting Person*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
SCHEDULE 13D
CUSIP NO. 92656G 10 8 Page 3 of 40 Pages
----------- -- ---
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Venture LW Corporation
Employer I.D. No. : Not Available
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds*
00
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Florida
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By -0-
Each 9. Sole Dispositive Power
Reporting -0-
Person With 10. Shared Dispositive Power
-0-
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0
- --------------------------------------------------------------------------------
14. Type of Reporting Person*
DISSOLVED CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
This Amendment No. 2 dated October 13, 1995 (the "Amendment") to the
Statement on Schedule 13D dated June 3, 1993, as amended by Amendment No. 1
dated September 7, 1993 ("Amendment No. 1" and together with the original
Schedule 13D, the "Statement"), incorporating an Initial Statement on Schedule
13D filed on behalf of VJN Partners, dated June 8, 1987 and thirteen amendments
thereto (the Initial Statement, the thirteen amendments and all exhibits thereto
hereinafter referred to as the "Original Statement"), is filed pursuant to
Section 13D of the Securities Exchange Act of 1934, as amended (the "Act"), by
Louis Wolfson III ("Wolfson") and relates to the common stock, par value $.001
per share ("Common Stock"), of Video Jukebox Network, Inc., a Florida
corporation (the "Company"). Venture LW Corporation, a Florida corporation
("Venture LW") was a reporting person on the Statement, but was dissolved
effective September 13, 1995 (the "Dissolution") and therefore is not a
reporting person on this Amendment. Wolfson is referred to herein as the
"Reporting Person."
Item 2 of the Statement is hereby amended and supplemented as follows:
Item 2. IDENTITY AND BACKGROUND.
This filing is not made by the Reporting Person as part of any "group."
Upon the Dissolution of Venture LW, 1,009,061 shares of Common Stock were
distributed to Wolfson.
Except with respect to (i)1,009,961 shares of Common Stock distributed to
Wolfson upon the Dissolution of Venture LW, and (ii) 310,194 shares purchased by
him from NVM as discussed in Item 4 of Amendment 1, Wolfson expressly declares
that the filing of the Amendment shall not be construed as an admission that the
Reporting Person is, for purposes of Section 13(d) or 13(g) of the Act or any
other purpose, the beneficial owner of any securities covered by this Amendment.
Item 4 of the Statement is hereby amended and supplemented as follows:
Item 4. PURPOSE OF TRANSACTION.
The Common Stock which may be deemed to be beneficially owned by the
Reporting Person is held for investment purposes and except as described in this
Schedule, the Reporting Person has no present
4
<PAGE>
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of instructions to Item 4 of Schedule
13D promulgated under the Act. The Reporting Person intends to continue to
review its investment in the Company and the financial condition, business,
operations and prospects of the Company on an ongoing basis. Accordingly, the
Reporting Person may change its plans or intentions with respect to the Company
as circumstances warrant, and, as a result thereof, may increase or decrease its
investment in the Company; however, at the present time the Reporting Person
intends to reduce its investment in the Company through sales from time to time,
if economically prudent, and with respect to shares subject thereto, as
permitted by the Proxy Agreement (as defined and described in Item 6 of
Amendment No. 1).
The Deferred Proxy Date under the Proxy Agreement passed and therefore,
the Proxy Agreement covers 1,320,155 shares of Common Stock held by the
Reporting Person.
Item 5 of the Statement is amended and supplemented as follows:
Item 5. INTEREST IN SECURITIES OF THE ISSUER. The shares of Common Stock
deemed beneficially owned by the Reporting Person consist of (i) approximately
1,009,961 shares of Common Stock distributed from Venture LW; (ii) 66,646 shares
of the Company's Common Stock owned by him, his wife or children, directly or
through IRA, Keogh, custodial and other investment accounts; (iii) 310,194
shares acquired from NVM pursuant to the Stock Purchase Agreement attached
hereto as Exhibit 8 to Amendment No. 1; and (iv) 14,000 shares of the Company's
Common Stock for which 14,000 warrants owned by his wife were exercised at $1.75
per share on March 25, 1994. Such shares represent, in the aggregate, 5.86% of
the Common Stock of the Company on August 10, 1995.
Based on the calculations set forth above and the number of shares
outstanding as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, as of the date hereof, the Reporting Person may be
deemed to beneficially own the number of shares of Common Stock listed in
response to Item 11 of the cover page filed herewith relating to such Reporting
Person. In addition, the number of shares of Common Stock which may be deemed
beneficially owned by the Reporting Person with respect to which such Reporting
Person (i) has sole voting power; (ii) shares voting power; (iii) has sole
dispositive power; and (iv) shares dispositive power, are listed in the
responses to Items 7, 8, 9 and 10, respectively, on the cover page filed
herewith relating to such Reporting Person.
5
<PAGE>
Item 6 of the Statement is supplemented as follows:
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in the Statement, the Reporting Person has not entered
into any contracts, arrangements, understandings or relationships with respect
to any securities of the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
*(99.1) Schedule 13D dated June 3, 1993 (without
exhibits)
*(99.2) Amendment No. 1 to Schedule 13D dated
September 7, 1993 (without exhibits)
* These exhibits are being refiled electronically as exhibits hereto solely for
purposes of compliance with the Electronic Data Gathering, Analysis and
Retrieval System pursuant to Regulation S-T 101(a)(2)(ii).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1995 /s/ LOUIS WOLFSON, III
----------------------
Louis Wolfson, III
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
*(99.1) Schedule 13D dated
June 3, 1993 (without
exhibits)
*(99.2) Amendment No. 1 to
Schedule 13D dated
September 7, 1993
(without exhibits)
* These exhibits are being refiled electronically as exhibits hereto solely for
purposes of compliance with the Electronic Data Gathering, Analysis and
Retrieval System pursuant to Regulation S-T 101(a)(2)(ii).
7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
VIDEO JUKEBOX NETWORK, INC.
---------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class of Securities)
92656G 10 8
----------------------------
SHEPARD KING, ESQ.
STEEL HECTOR & DAVIS
200 SOUTH BISCAYNE BOULEVARD
MIAMI, FL 33131-2398
(305) 577-2865
--------------------------------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
MAY 24, 1993
-------------------------------------------------------
(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: /X/
-1-
<PAGE>
SCHEDULE 13D
CUSIP NO. 92656G 10 8 Page 2 of 19 Pages
----------- -- ---
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Louis Wolfson III
Social Security No.: ###-##-####
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds*
00
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 4,574
Beneficially 8. Shared Voting Power
Owned By 1,409,963
Each 9. Sole Dispositive Power
Reporting 4,574
Person With 10. Shared Dispositive Power
1,409,963
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,414,537
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.88%
- --------------------------------------------------------------------------------
14. Type of Reporting Person*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
<PAGE>
SCHEDULE 13D
CUSIP NO. 92656G 10 8 Page 3 of 19 Pages
----------- -- --
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Venture LW Corporation
Employer I.D. No. : Not Available
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds*
00
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Florida
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 1,340,053
Each 9. Sole Dispositive Power
Reporting -0-
Person With 10. Shared Dispositive Power
1,340,053
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,340,053
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.36%
14. Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
This Statement on Schedule 13D, dated June 3, 1993 (the
"Statement"), filed by Venture LW Corporation, a Florida corporation ("Venture
LW"), and Louis Wolfson III ("Wolfson"), relates to the common stock, par value
$.001 per share ("Common Stock"), of Video Jukebox Network, Inc., a Florida
corporation (the "Company") and is filed pursuant to Section 13D of the
Securities Exchange Act of 1934, as amended (the "Act"). Venture LW and Louis
Wolfson are collectively referred to herein as the "Reporting Persons." The
Statement is being jointly filed by the Reporting Persons pursuant to the joint
filing agreement filed as Exhibit 2 hereto. To the extent the Statement
summarizes the terms or conditions of agreements incorporated herein by
reference, such summaries shall be qualified in their entirety by reference to
the actual text of such agreements.
Prior to the filing of the Statement, the Reporting Persons
filed an original statement on Schedule 13D, dated June 8, 1987 (the "Initial
Statement"), and thirteen amendments thereto (except for Amendment 8 which was
not filed by Venture LW), with respect to the shares of Common Stock
beneficially owned by VJN Partners, a general partnership organized under
Florida law ("VJN"), of which Venture LW was a general partner. The last
amendment filed by the Reporting Persons with respect to the Initial Statement
was Amendment No. 13, dated December 11, 1992 ("Amendment No. 13"). The Initial
Statement as amended through Amendment No. 13, and all exhibits filed therewith,
is hereinafter referred to as the "Original Statement". The Original Statement
is described in Exhibit 1 hereto and is incorporated herein by reference in its
entirety. The general partners of VJN (other than Venture LW) and certain of
their affiliates, none of whom is an affiliate of the Reporting Persons
(collectively, the "Other Filers"), jointly filed the Original Statement with
the Reporting Persons (except for Amendment 8 which was not filed by Venture
LW). The Statement is being filed solely by the Reporting Persons and not by or
jointly with any Other Filers.
As previously described in Amendment No. 13, on December 7, 1992
(the "Effective Date"), Venture LW, together with the other general partners of
VJN (collectively, the "Partners"), executed a Dissolution Agreement (the
"Dissolution Agreement") to, as of the Effective Date, dissolve VJN and
distribute the assets and liabilities of VJN to the Partners in proportion to
-4-
<PAGE>
their respective interests in VJN (the "Distribution"). By reason of his direct
or indirect ownership of Venture LW, Wolfson may be deemed to beneficially own
the shares of Common Stock owned by Venture LW following the Distribution. The
Dissolution Agreement is attached as Exhibit 44 to the Original Statement and is
incorporated herein by reference.
-5-
<PAGE>
Item 1. SECURITY AND ISSUER.
The Statement relates to shares of Common Stock. The address of
the principal executive offices of the Company are located at 12000 Biscayne
Boulevard, Miami, Florida 33181.
Item 2. IDENTITY AND BACKGROUND.
The Statement is being jointly filed by the Reporting Persons.
Venture LW is 50% owned by Wolfson and 50% owned by his mother, Lynn R. Wolfson.
Lynn R. Wolfson neither exercises nor is entitled to exercise control over the
direction of Venture LW or to remove Wolfson as the sole director of Venture LW.
As a result, Lynn R. Wolfson disclaims, for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, beneficial ownership of the Common Stock
reported by Venture LW herein.
The name, business address, principal occupation or employment,
and, as appropriate, citizenship or state of organization of each Reporting
Person and each person who is a general partner, executive officer or director
of a Reporting Person or a person controlling a Reporting Person, are set forth
in Schedule I attached hereto and incorporated by reference herein. During the
last five years, none of the Reporting Persons, and, to the knowledge of the
Reporting Persons, none of the persons listed on Schedule I attached hereto, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
As previously reported in the Original Statement, the Shares of
Common Stock beneficially owned by Venture LW were acquired upon the
Distribution. Venture LW's equity investment in the Company was funded by cash
contributions by the Reporting
-6-
<PAGE>
Persons from working capital. Upon the Distribution, Venture LW assumed its
proportionate interest in the assets and the liabilities of VJN, including,
among other things, (1) the Note, dated June 3, 1988 from VJN in favor of Steven
A. Peters ("Peters") in the principal amount of $1,750,000 (the "Peters' Note"),
(ii) the Second Replacement Note, dated November 21, 1990 (the "Second
Replacement Note"), from the Company to VJN in the principal amount of
$2,000,000, (iii) the Second Incremental Note, dated November 21, 1990 (the
"Second Incremental Note") from the Company to VJN in the principal amount of
$1,000,000 and (iv) a proxy and right of first refusal with respect to 500,000
shares of Common Stock pursuant to the Proxy and Right of First Refusal
Agreement (the "Proxy/First Refusal Agreement"), dated as of June 3, 1988,
between VJN and Peters. The Proxy/First Refusal Agreement expired on June 3,
1993.
The Second Replacement Note and the Second Incremental Note are
subject to the terms and conditions of (i) the Credit Agreement, dated as of
November 2, 1989 (the "Credit Agreement"), as amended by the First Amendment to
Credit Agreement, dated March 26, 1990 (the "First Amendment"), as further
amended by the Second Amendment to Credit Agreement, dated November 21, 1990
(the "Second Amendment") by and between the Company and VJN and (ii) the Letter
Agreement dated November 21, 1990 (the "Letter Agreement") by VJN in favor of
TCI Liberty, Inc. The Credit Agreement as amended by the First Amendment and the
Second Amendment is hereinafter referred to as the "Loan Agreement." Pursuant to
the Loan Agreement, VJN and the Company agreed, among other things, that (1) at
any time after November 21, 1990, VJN shall have the right to convert (the
"Conversion Right") all or any portion (in increments of $100,000) of the
balance outstanding under the Loan Agreement (the "Loans") into shares of Common
Stock at the conversion rate of one share of Common Stock per Conversion Amount
(as such term is defined in the Stock Purchase Agreement, dated as of November
21, 1990 (the "Stock Purchase Agreement"), between the Company and TCI Liberty,
Inc.) and (ii) the Conversion Right shall be subject to the preemptive rights
(the "Preemptive Rights") of TCI Liberty, Inc. and certain other Holders (as
such term is defined in the Stock Purchase Agreement, TCI Liberty and such
Holders are hereinafter collectively referred to as "TCI"). The Preemptive
Rights generally entitled TCI to purchase the proportion of the shares of Common
Stock issuable upon exercise
-7-
<PAGE>
of the Conversion Right equal to the quotient (calculated prior to the exercise
of the Conversion Right) of outstanding shares of Common Stock owned by TCI
divided by the aggregate number of outstanding shares of Common Stock. The
Second Replacement Note, the Second Incremental Note, the Proxy/First Refusal
Agreement, the Credit Agreement, the First Amendment, the Second Amendment and
the Stock Purchase Agreement are attached as Exhibits 38, 37, 9, 22, 26, 36, and
40, respectively, to the Original Statement and are incorporated by reference
herein.
Item 4. PURPOSE OF TRANSACTION.
Pursuant to a letter, dated May 19, 1993 (the "Conversion
Request Letter"), from Moran & Associates, Inc., on behalf of the Company, to
Wolfson and representatives of each of the other former general partners of VJN,
Venture LW was requested to exercise its proportionate interest in the
Conversion Right. By letter, dated May 24, 1993 (the "Exercise Letter"), Venture
LW exercised its proportionate interest in the Conversion Right to purchase
approximately 697,066 shares of Common Stock (equal to $603,729, Venture LW's
proportionate interest in the balance outstanding under the Loans plus accrued
interest through May 24, 1993, divided by $.8661, the applicable Conversion
Amount). The Conversion Request Letter and the Exercise Letter are attached as
Exhibits (3) and (4) hereto and are incorporated by reference herein. However,
because TCI has Preemptive Rights with respect to approximately 77,400
(11.103777%) of the shares of Common Stock purchased upon Venture LW's exercise
of its proportionate interest in the Conversion Right, Venture LW may be deemed
to beneficially own only 619,666 of such shares of Common Stock. In the event
that TCI does not exercise its Preemptive Rights within twenty days of notice
thereof (the "Preemptive Rights Notice"), Venture LW will be deemed to
beneficially own the additional 77,400 subject to the Preemptive Rights.
Venture LW determined to exercise the Conversion Right in order
to provide the Company with the additional equity necessary to maintain the
Company's listing on the National Association of Securities Dealers Automated
Quotation System and to protect its investment in the Company.
-8-
<PAGE>
The Common Stock which may be deemed to be beneficially owned by
the Reporting Persons is held for investment purposes and not for the purpose or
in connection with any transaction having the purpose of changing the control of
the Company. Neither of the Reporting Persons has any present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of instructions to Item 4 of Schedule 13D
promulgated under the Act. The Reporting Persons intend to continue to review
their investment in the Company and the financial condition, business,
operations and prospects of the Company on an ongoing basis. Accordingly, the
Reporting Persons reserve the right to change their plans or intentions with
respect to the Company as circumstances warrant, and, as a result thereof, may
increase or decrease their investment in the Company.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The shares of Common Stock deemed beneficially owned by the
Reporting Persons consist of (i) approximately 583,333 shares of Common Stock
subject to the escrow agreement, dated June 3, 1988 (the "Escrow Agreement")
among the Company, VJN and Peters executed in connection with the Peters' Note,
(ii) approximately 137,054 shares of Common Stock acquired by Venture LW upon
the Distribution, and (iii) approximately 619,666 shares of Common Stock
acquired by Venture LW upon the exercise of its proportionate interest in the
Conversion Right as described in Item 4 above. The Escrow Agreement is attached
as Exhibit 20 to the Original Statement and is incorporated herein by reference.
In addition, Wolfson may be deemed to be the beneficial owner of
an additional 74,484 shares of the Company's Common Stock (approximately 0.5% of
the total outstanding shares at May 25, 1993) owned by him, his wife or
children, directly or through IRA, Keogh, custodial and other investment
accounts. Venture LW disclaims beneficial ownership of such 74,484 shares owned
by Wolfson and such family members.
Based on the calculations set forth above and information
contained in the most recent publicly available filings of the Company with the
Securities and Exchange Commission and information provided by the Company that
certain former partners of VJN (other than Venture LW) have exercised
-9-
<PAGE>
their respective proportionate interests in the Conversion Right with respect to
an aggregate of all but 1/6 of the balance outstanding plus accrued interest
thereon under the Loans, each of the Reporting Persons may be deemed to
beneficially own the number of shares of Common Stock listed in response to Item
11 of the cover page filed herewith relating to such Reporting Person. In
addition, the number of shares of Common Stock which may be deemed beneficially
owned by each Reporting Person with respect to which such Reporting Person (i)
has sole voting power; (ii) shares voting power; (iii) has sole dispositive
power; and (iv) shares dispositive power, are listed in the responses to Items
7, 8, 9 and 10, respectively, on the cover page filed herewith relating to such
Reporting Person.
The Amendment Warrant (attached as Exhibit 31 to the Original
Statement) expired on March 26, 1993.
Venture LW is currently negotiating with Peters for an extension
of the maturity date of its proportionate interest in the Peters' Note, and a
division of the Peters' Note into separate notes reflecting its proportionate
interest in the Peters' Note. There can be no assurance that such modifications
will occur.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in the Original Statement, Items 3, 4 and 5
above and this Item 6, the Reporting Persons have not entered into any
contracts, arrangements, understanding or relationships with respect to any
securities of the Company.
Pursuant to the Letter Agreement, VJN agreed, among other
things, (i) to restrictions subordinating its right to sell shares of Common
Stock (or to exercise registration rights with respect thereto) to the Demand
Registration Rights (as defined in the Stock Purchase Agreement) of TCI Liberty,
Inc., (ii) subject to certain exceptions, not to (a) commence or join with any
other creditor in commencing any bankruptcy, reorganization or accelerate the
maturity of all or any portion of the Company's indebtedness or (c) foreclose or
enforce any of the security interests, liens, rights, powers or remedies they
may have under the Loan Agreement and (iii) to certain restrictions on its
-10-
<PAGE>
ability to sell or transfer the Second Incremental Note or the Second
Replacement Note unless the purchaser or transferee thereof executes and
delivers to TCI Liberty, Inc. an agreement providing that such purchaser or
transferees will be bound by certain provisions of the Letter Agreement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
(1) Original Statement
(2) Joint Filing Agreement, dated
June 3, 1993
(3) Conversion Request Letter, dated
May 19, 1993
(4) Exercise Letter, dated
May 24, 1993
-11-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 3, 1993 Venture LW Corporation
By:/s/ LOUIS WOLFSON,III
---------------------
Louis Wolfson, III
Dated: June 3, 1993 /s/LOUIS WOLFSON, III
---------------------
Louis Wolfson, III
-12-
<PAGE>
SCHEDULE I
VENTURE LW CORPORATION
Principal Business: Formed for purpose of
investment in Company
Business Address: 9350 S. Dixie Highway
Suite 900
Miami, FL 33156
State of Organization: Florida
OFFICERS, DIRECTORS AND CONTROLLING
PERSONS OF VENTURE LW:
Louis Wolfson, III Sole Director, President
and 50% Stockholder
Franz Capraro Secretary and Treasurer
Business Address: Wolfson Initiative Corporation
2399 N.E. 2nd Avenue
Miami, Florida 33137
Occupation: Chief Financial Officer of
Wolfson Initiative
Corporation, a private
investment management
corporation for the Wolfson
family
Citizenship: U.S.A.
LOUIS WOLFSON, III: Director, Vice President and
50% owner of Venture W
Corporation, private investment
and financial management
company for Wolfson and family
Business Address: 9350 S. Dixie Highway
Suite 900
Miami, FL 33156
-13-
<PAGE>
Occupation: Private investor
Citizenship: U.S.A.
-14-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
(1) Original Statement
(2) Joint Filing Agreement, dated
June 3, 1993
(3) Conversion Request Letter, dated
May 19, 1993
(4) Exercise Letter, dated
May 24, 1993
-15-
<PAGE>
Exhibit (1)
The Initial Statement was filed on June 8, 1987 and was amended
by thirteen amendments as follows (the Initial Statement and the thirteen
amendment are referred to herein as the "Original Statement"):
Amendment No. 1 thereto, dated July 10, 1987,
Amendment No. 2 thereto, dated January 22, 1988,
Amendment No. 3 thereto, dated June 3, 1988,
Amendment No. 4 thereto, dated September 9, 1988,
Amendment No. 5 thereto, dated April 10, 1989,
Amendment No. 6 thereto, dated July 27, 1989,
Amendment No. 7 thereto, dated November 9, 1989,
Amendment No. 8 thereto, dated December 1, 1989,
Amendment No. 9 thereto, dated April 12, 1990,
Amendment No. 10 thereto, dated September 17, 1990,
Amendment No. 11 thereto, dated August 21, 1992,
Amendment No. 12 thereto, dated September 24,
1992, and
Amendment No. 13 thereto, dated December 11, 1992.
All or a portion of the Original Statement was filed by:
VJN Partners, a general partnership organized under
Florida law,
CEA Investors Partnership II, Ltd., a limited
partnership organized under Florida law,
CEA Investors, Inc., a Florida corporation,
Venture W Corporation, a Florida corporation,
Venture LW Corporation, a Florida corporation,
Video Holdings Corporation, a Florida corporation,
New Vision Music, a general partnership organized
under Florida law,
VJN Investments, Inc., a Florida corporation,
NewChannels Corp., a New York corporation,
Newhouse Broadcasting Corporation, a New York
Corporation,
Donald E. Newhouse,
S. I. Newhouse, Jr.,
-16-
<PAGE>
Robert J. Miron,
Daniel P. Cavallo,
Louis Wolfson, III,
J. Patrick Michaels, Jr.,
Mark Blank,
Tony Blank, and
Andrew Blank.
-17-
<PAGE>
Exhibit (2)
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, the undersigned hereby agree to the joint filing of this
Schedule 13D dated June 3, 1993.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
-18-
This document contains 76 pages.
Exhibit Index is at page 14
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
VIDEO JUKEBOX NETWORK, INC.
---------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class of Securities)
92656G 10 8
----------------------------
SHEPARD KING, ESQ.
STEEL HECTOR & DAVIS
200 SOUTH BISCAYNE BOULEVARD
MIAMI, FL 33131-2398
(305) 577-2865
--------------------------------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
AUGUST 27, 1993
-------------------------------------------------------
(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>
SCHEDULE 13D
CUSIP NO. 92656G 10 8 Page 2 of 76 Pages
-----------
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Louis Wolfson III
Social Security No.: ###-##-####
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds*
00
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 4,574
Beneficially 8. Shared Voting Power
Owned By 665,073
Each 9. Sole Dispositive Power
Reporting 314,768
Person With 10. Shared Dispositive Power
1,501,363
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,131
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
11.6%
- --------------------------------------------------------------------------------
14. Type of Reporting Person*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 92656G 10 8 Page 3 of 76 Pages
-----------
- --------------------------------------------------------------------------------
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
Venture LW Corporation
Employer I.D. No.: Not Available
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds*
00
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Florida
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
Beneficially 8. Shared Voting Power
Owned By 581,163
Each 9. Sole Dispositive Power
Reporting -0-
Person With 10. Shared Dispositive Power
1,417,453
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,453
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/X/
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.0 %
- --------------------------------------------------------------------------------
14. Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 76 Pages
This Amendment No. 1 (the "Amendment"), dated (executed) September 7,
1993, to the Statement on Schedule 13D, dated June 3, 1993 (the "Statement"),
incorporating an Initial Statement on Schedule 13D filed on behalf of VJN
Partners, dated June 8, 1987 and thirteen amendments thereto (the Initial
Statement, the thirteen amendments and all exhibits thereto hereinafter referred
to as the "Original Statement"), is filed pursuant to Section 13D of the
Securities Exchange Act of 1934, as amended (the "Act"), by Venture LW
Corporation, a Florida corporation ("VLW"), and Louis Wolfson III ("Wolfson")
and relates to the common stock, par value $.001 per share ("Common Stock"), of
Video Jukebox Network, Inc., a Florida corporation (the "Company"). VLW and
Wolfson are collectively referred to herein as the "Reporting Persons." The
Amendment is being jointly filed by the Reporting Persons pursuant to the joint
filing agreement filed as Exhibit 5 hereto. To the extent the Amendment
summarizes the terms or conditions of agreements incorporated herein by
reference, such summaries shall be qualified in their entirety by reference to
the actual text of such agreements.
Item 2 of the Statement is hereby amended and supplemented as follows:
Item 2. IDENTITY AND BACKGROUND.
The Reporting Persons are filing this Amendment as a "group" as defined
by Rule 13d-5(b)(1). This filing is not made by the Reporting Persons as part of
any other "group." Approximately 55% of the capital stock of VLW is owned by
Wolfson.
VLW, and Wolfson, except with respect to (i) approximately 55% of the
shares of Common Stock held of record by VLW and reported as beneficially owned
by him and (ii) the shares purchased by him from New Vision Music ("NVM") as
discussed in Item 4, expressly declare that the filing of the Amendment shall
not be construed as an admission that the Reporting Person is, for purposes of
Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of
any securities covered by this Amendment.
Item 3 of the Statement is hereby amended and supplemented as follows:
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Video Holdings Corporation ("VHC"), NVM, VLW and CEA Investors
Partnership II, Ltd. ("CEA"), all of the former partners of VJN Partners, a
dissolved Florida partnership, executed a Note Payment
<PAGE>
Page 6 of 76 Pages
and Termination of Rights of Refusal Agreement, dated August 27, 1993, attached
hereto as Exhibit 6, and incorporated herein by reference, under which each
former partner agreed to tender its respective pro rata portion of the
<PAGE>
Page 7 of 76 Pages
principal and accrued interest on that certain Note (the "Peters Note"), dated
June 3, 1988, in principal amount of $1,750,000, from VJN Partners to Steven A.
Peters ("Peters"). The Agreement also provides that, subject to the tender of
payment of obligations under the Peters Note by all former partners of VJN
Partners and the consummation of transactions contemplated in certain stock
purchase agreements between NVM and StarNet/CEA II Partners, a Delaware general
partnership ("StarNet/CEA"), VHC and VLW or its affiliate, each of the former
partners of VJN Partners irrevocably waives and terminates all of its rights of
refusal under the Dissolution Agreement, among the former partners, dated as of
December 7, 1992 and attached to the Original Statement as Exhibit 44 (the
"Dissolution Agreement") with respect to the proposed sales of shares of Company
Common Stock by NVM, the proposed transfer and contribution by CEA of its shares
to StarNet/CEA, and any other transaction.
On August 30, 1993, the Peters Note was paid in full. Peters and
Wolfson, as the authorized representative of VJN Partners, executed an Escrow
Release Certificate attached hereto as Exhibit 7, which was delivered to the
successor to the Escrow Agent under that certain escrow arrangement, dated June
3, 1988 (the "Escrow Agreement"), attached to the Original Statement as Exhibit
20, and the Escrow Agent released from escrow the 3,500,000 shares of the
Company subject to the escrow, of which 583,333 shares are beneficially owned by
VLW.
Item 4 of the Statement is hereby amended and supplemented as follows:
Item 4. PURPOSE OF TRANSACTION.
The purpose of the transactions described in Item 6 was to enhance and
protect the investment of the Reporting Persons in the Company. In connection
with that transaction, on August 27, 1993, Wolfson entered into a Stock Purchase
Agreement with NVM for the purchase and sale of 310,194 shares of the Company's
Common Stock at a purchase price of $.80 per share. The Stock Purchase Agreement
is attached hereto as Exhibit 8. The shares were purchased for investment
purposes.
In addition, the period during which preemptive rights attached to
77,400 shares of Common Stock acquired upon VLW's exercise of its proportionate
interest in the Conversion Right (as described in Item 4 of the Statement)
terminated in June of 1993.
<PAGE>
Page 8 of 76 Pages
The Common Stock which may be deemed to be beneficially owned by the
Reporting Persons is held for investment purposes and except as described in
Item 6 of this Statement, none of the Reporting Persons has any present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of instructions to Item 4 of Schedule 13D
promulgated under the Act. The Reporting Persons intend to continue to review
their investment in the Company and the financial condition, business,
operations and prospects of the Company on an ongoing basis. Accordingly, the
Reporting Persons may change their plans or intentions with respect to the
Company as circumstances warrant, and, as a result thereof, may increase or
decrease their investment in the Company; however, at the present time the
Reporting Persons intend to reduce their respective investments in the Company
through sales from time to time, if economically prudent, and with respect to
shares subject thereto, as permitted by the Proxy Agreement (as defined and
described in Item 6).
Item 5 of the Statement is amended and supplemented as follows:
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The shares of Common Stock deemed beneficially owned by the Reporting
Persons consist of (i) approximately 583,333 shares of Common Stock released
from the Escrow Agreement, (ii) 137,053 shares of Common Stock acquired by VHC
upon the dissolution of VJN Partners pursuant to the Dissolution Agreement, and
(iii) approximately 697,067 shares of Common Stock acquired by VLW upon the
exercise of its proportionate interest in the Conversion Right, as defined in
Item 4 of the Statement.
In addition, Wolfson may be deemed to be the beneficial owner of (x):
an additional 74,484 shares of the Company's Common Stock owned by him, his wife
or children, directly or through IRA, Keogh, custodial and other investment
accounts; (y) an additional 310,194 shares acquired from NVM pursuant to the
Stock Purchase Agreement dated as of August 27, 1993, attached hereto as Exhibit
8 and incorporated herein by reference; and (z) an additional 14,000 shares of
the Company's Common Stock for which 14,000 warrants owned by his wife may be
exercised at $1.75 per share. Such shares represent, in the aggregate, 0.6% of
the Common Stock of the Company on August 27, 1993. VLW disclaims beneficial
ownership of such 88,484 shares owned by Wolfson and such family members.
Based on the calculations set forth above and information as to the
number of shares outstanding as confirmed by the Company's
<PAGE>
Page 9 of 76 Pages
counsel, as of August 27, 1993, each of the Reporting Persons may be deemed to
beneficially own the number of shares of Common Stock listed in response to Item
11 of the cover page filed herewith relating to such Reporting Person. In
addition, the number of shares of Common Stock which may be deemed beneficially
owned by each Reporting Person with respect to which such Reporting Person (i)
has sole voting power; (ii) shares voting power; (iii) has sole dispositive
power; and (iv) shares dispositive power, are listed in the responses to Items
7, 8, 9 and 10, respectively, on the cover page filed herewith relating to such
Reporting Person. Of the shares listed in response to Item 8 on the cover pages
relating to each of the Reporting Persons, 581,163 shares are shares subject to
the Deferred Proxy Date (as defined in Item 6).
Item 6 of the Statement is supplemented as follows:
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in the Statement, and Items 3, 4, 5 and this Item 6
of the Amendment, the Reporting Persons have not entered into any contracts,
arrangements, understandings or relationships with respect to any securities of
the Company.
The Reporting Persons entered into an Irrevocable Proxy, Right of
Refusal and Tag-Along Agreement (the "Proxy Agreement"), (attached hereto as
Exhibit 9 and incorporated herein by reference), and a related Letter Agreement
thereto (attached hereto as Exhibit 10 and incorporated herein by reference)
with CEA, both effective as of August 30, 1993. StarNet/ CEA acknowledged and
agreed to be bound by the terms of the sections of the Proxy Agreement relating
to rights of refusal, tag-along rights, and going private obligations (all as
discussed below) and certain other items.
Under the Proxy Agreement, each of the Reporting Persons granted
irrevocable proxies to CEA with respect to Existing Shares (as defined below) of
the Company and shares of the capital stock of the Company or affiliated
companies to be acquired in the future by operation of law in respect of the
Existing Shares, or as a result of a stock split, reclassification, share
exchange or other reconstitution of the capital stock of the Company (the
"Resulting Shares"). For purposes of the Proxy Agreement, "Existing Shares"
means the 310,194 shares purchased by Wolfson from NVM, as set forth in Item 4
(the "NVM Shares") and 1,417,453 shares beneficially owned by VLW (the "VLW
Shares").
<PAGE>
Page 10 of 76 Pages
The proxy grants to CEA, with limited power of substitution, the right
to vote, in its sole discretion, the Existing Shares and Resulting Shares, if
any (together, the "Voting Shares"), to attend meetings, execute documents and
to take all actions on behalf of the Reporting Persons which relate to the
voting of the Voting Shares. If CEA transfers more than 25% of the outstanding
shares of Common Stock (in one or more transactions within a six-month period)
to a third party, and tag-along rights have been offered and not exercised by
the Reporting Persons, CEA has the right, under certain circumstances, to assign
proxy rights, with full power of substitution, to the block transferee, with
respect to that portion of the Voting Shares that the number of shares
transferred bears to the outstanding shares of Common Stock owned by Starnet/CEA
prior to the transfer. The proxy over the NVM Shares and 689,806 of the VLW
Shares is effective August 30, 1993.
The effective date for the remaining Voting Shares is deferred until
the Federal Communications Commission approves the StarNet/CEA transaction with
the Company or such approval is no longer required, but no later than August 30,
1994 (the "Deferred Proxy Date").
In the Proxy Agreement, each of the Reporting Persons granted to CEA a
right of first refusal (the "Right of Refusal") to purchase its respective
Voting Shares before any Voting Shares may be sold in certain private
transactions, registered public offerings, open market and Rule 144 sales, and
has agreed not to sell any Voting Shares in a market or Rule 144 sale prior to
March 1, 1994. The Right of Refusal also applies to the sale of stock of VLW as
set forth in the Letter Agreement. Notwithstanding the grant of the proxy and
Right of Refusal the Reporting Persons retain full dispositive power over the
Voting Shares. The Right of Refusal does not apply to any transfer to affiliates
who agree to be bound by the terms of the Proxy Agreement.
CEA may exercise its Right of Refusal: in a private transaction - on
the same terms and conditions as set forth in a third party offer; in a
registered offering - for all or a portion of the Voting Shares to be included,
at the price at which other shares in the offering are sold to the public; and
in market sales or Rule 144 sales during the specified periods set forth in the
Proxy Agreement - for all or a portion of the Voting Shares the Reporting
Person, in a notice to CEA triggering the Right of Refusal (a "Right of Refusal
Notice"), states that it wishes to sell and at the minimum price designated by
the Reporting Person in the Right of Refusal Notice.
<PAGE>
Page 11 of 76 Pages
The maximum number of Voting Shares the Reporting Persons may sell, in
the aggregate, during 1994 in market or Rule 144 sales during each of three
relatively equal time periods between March 1 and December 31, 1994, is the
greater of 1% of the outstanding shares of the Company at the time of, or the
average weekly trading volume during the four calendar weeks preceding, delivery
of the Right of Refusal Notice, subject to any other requirements of Rule 144,
if applicable. No limit is placed on the number of Voting Shares which may be
sold after 1994.
Under the Proxy Agreement, CEA may designate other persons to exercise
its Right of Refusal, provided that the designee agrees to assume the
obligations of CEA and to be bound by the terms and obligations of the Agreement
relating to Right of Refusal. CEA has designated StarNet/CEA, as its designee.
CEA and StarNet/CEA have agreed not to sell shares of the Company under
Rule 144 which would require aggregation with sales by the Reporting Persons or
certain affiliated transferees.
The Proxy Agreement provides further that if StarNet/CEA, StarNet, CEA,
or certain of their affiliates (the "Selling Group") proposes to sell or
transfer shares of common stock of the Company or participate in certain
transactions which affect the common stock (e.g. mergers, consolidations, sales,
exchanges, etc.), then the Reporting Persons and certain of their affiliates
(the "Tag Along Group") will have the right to include in the transaction Voting
Shares owned by them, in the same proportion to their total ownership of Voting
Shares as the Selling Group's shares included in the transaction bears to shares
beneficially owned (measured by dispositive power) by the Selling Group, on the
same terms and conditions as are applicable to the Selling Group. The Tag Along
Group's portion of shares to be sold in a registered public offering will be
based upon its pro rata portion of the Company's shares owned by the Selling
Group, the Tag Along Group and VHC and certain of its affiliates.
The Tag Along Group will also be afforded the right to include in a
sale or transfer of all or a portion of CEA's partnership interest in
StarNet/CEA, a pro rata portion of the Voting Shares owned by the Tag Along
Group which is equal to the portion of the partnership interest being sold, on
the same terms and conditions as the sale of that interest. The Voting Shares
are to be valued by agreement between CEA and the Tag Along Group or, if they
fail to agree, based upon the number of shares represented by the partnership
interest and the purchase price to be paid for the partnership interest
allocable to such shares. In addition, the
<PAGE>
Page 12 of 76 Pages
Tag Along Group will be offered similar tag along rights with respect to
transfers of the partnership interest in CEA of CEA Investors, Inc., its general
partner, and transfers of shares of stock of CEA Investors, Inc., all as more
completely discussed in the Proxy Agreement and Letter Agreement, attached
hereto as Exhibits 9 and 10, respectively, and incorporated herein by reference.
Notwithstanding the foregoing, CEA may transfer directly, or indirectly
(through the transfer of ownership interests), in one or more transactions, an
aggregate of 2% of the outstanding common stock of the Company without
application of the tag along rights. Tag along rights also do not apply to
transfers by CEA to CEA's partners and affiliates who agree to be bound to the
terms and obligations of the Proxy Agreement.
The Proxy Agreement also provides that if the Company, StarNet/CEA,
CEA, any of their affiliates or certain third parties initiate certain tender
offers or other transactions (a "Going Private Transaction") after which the
shares of Company common stock would not be listed or registered with the
Securities and Exchange Commission, any stock exchange or Nasdaq (Nasdaq/NMS,
Nasdaq and the Nasdaq bulletin board), or Rule 144 would not be available for
use by the Reporting Persons, then StarNet/CEA will not vote its shares in favor
of the transaction and, if it controls the Board, will cause the Company or such
third parties not to approve or close the transaction, unless Star Net/CEA or
CEA, at their option, first offer or cause a third party to offer to purchase
all of the outstanding Voting Shares then subject to the proxy or Right of
Refusal at the lower of the price offered to the public (if any) in a Going
Private Transaction or at a fixed price set forth in the Proxy Agreement. The
Reporting Persons may accept or reject the offer in whole or in part.
The proxy terminates on June 30, 2003 unless on that date CEA
beneficially owns more than 20% of the voting stock of the Company in which case
the term will be extended until CEA beneficially owns less than 20% of the
voting stock. Notwithstanding the foregoing, the proxy and Right of Refusal
terminate with respect to Voting Shares which are (i) sold or transferred to CEA
or a third party pursuant to the exercise by CEA of the Right of Refusal or in a
transaction in which it has been afforded such rights and has not exercised
them, (ii) sold or transferred pursuant to the exercise of tag along rights,
(iii) acquired by CEA in the event of a Going Private Transaction, or (iv) sold
or transferred in a transaction which is not subject to Rights of Refusal under
the Proxy Agreement. If CEA fails to timely purchase Voting Shares after
exercising its Right of Refusal, under certain circumstances
<PAGE>
Page 13 of 76 Pages
relating to the dollar amount of the purchase, more than the number of Voting
Shares as to which the Right of Refusal was exercised, and in certain cases all
of the Voting Shares, will be released from the proxy and Right of Refusal and
will lose their tag along rights.
All of the transactions described above are conditioned upon the
consummation of the transactions by CEA, StarNet/CEA and the Company, as
described in a Schedule 13D dated July 20, 1993, as amended on August 6, 1993
(the "Joint Venture 13D"), filed together with other persons describing
themselves as a "group" (the "StarNet/CEA Group"). In the Joint Venture 13D
StarNet/CEA has reported that it has beneficial ownership of 10,652,662 shares
of Common Stock, or 62.1% of the class, including 1,777,647 shares attributable
to VLW.
The foregoing is a summary of certain provisions of the Proxy Agreement
and is qualified in its entirety by reference to Sections 3, 4, 5, 6 and 7 of
such agreement which are incorporated by reference herein.
Each of the Reporting Persons may be deemed to be a member of the
StarNet/CEA Group by reason of the agreements set forth in this Item 6. Except
as set forth herein, the Reporting Persons expressly disclaim any participation
in, or affiliation with StarNet/CEA or any other members of the group including
CEA and its affiliates, and expressly disclaim membership and participation in
the StarNet/CEA Group.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
(5) Joint Filing Agreement,
dated September 7, 1993
(6) Note Payment and Termination
of Rights of Refusal Agreement,
dated August 27, 1993
(7) Escrow Release Certificate,
dated as of August 27, 1993
(8) Stock Purchase Agreement between
Louis Wolfson III and New Vision
Music, dated as of August 27, 1993
<PAGE>
Page 14 of 76 Pages
(9) Irrevocable Proxy, Right of
Refusal and Tag-Along
Agreement, dated as of
August 27, 1993
(10) Form of Letter Agreement to
Irrevocable Proxy, Right of
Refusal and Tag-Along Agreement,
dated as of August 27, 1993
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 7, 1993 VENTURE LW CORPORATION
BY: /s/ LOUIS WOLFSON, III
----------------------
Louis Wolfson, III
Dated: September 7, 1993 /s/ LOUIS WOLFSON, III
----------------------
Louis Wolfson, III
<PAGE>
Page 15 of 76 Pages
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
(5) Joint Filing Agreement, 16
dated September 7, 1993
(6) Note Payment and Termination 19
of Rights of Refusal Agreement,
dated August 27, 1993
(7) Escrow Release Certificate, 26
dated as of August 27, 1993
(8) Stock Purchase Agreement between 29
Louis Wolfson III and New Vision
Music, dated as of August 27, 1993
(9) Irrevocable Proxy, Right of 40
Refusal and Tag-Along
Agreement, dated as of
August 27, 1993
(10) Form of 75
Letter Agreement to
Irrevocable Proxy, Right of
Refusal and Tag-Along Agreement,
dated as of August 27, 1993
<PAGE>
Page 16 of 76 Pages
Exhibit (5)
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, the undersigned hereby agree to the joint filing of this
Amendment No. 1, dated September 7, 1993, to Schedule 13D, dated June 3, 1993,
and all subsequent amendments thereto.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
