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Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under Securities Exchange Act of 1934
(Amendment No. 16)*
Video Jukebox Network, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
92656G 10 8
(CUSIP Number)
Thomas K. Pasch, Esquire
Saul, Ewing, Remick & Saul
3800 Centre Square West
Philadelphia, PA 19102
(215) 972-7188
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 8, 1996
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(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 the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 ("Act") 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).
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Page 2 of 7 Pages
This statement on Schedule 13D/A constitutes Amendment No. 16
("Amendment No. 16") to the statement on Schedule 13D, dated July 28, 1993 (the
"July Statement"), as amended by Amendment No. 1 thereto, dated August 9, 1993
(the "August Amendment"), as amended by Amendment No. 2 thereto, dated September
14, 1993 (the "September Amendment"), as amended by Amendment No. 3 thereto,
filed December 21, 1993 (the "December Amendment"), as amended by Amendment No.
4 thereto, dated January 12, 1994 (the January Amendment), as amended by
Amendment No. 5 thereto, dated February 10, 1994, and as amended by Amendment
No. 6 thereto, dated February 23, 1994 (collectively, the "February
Amendments"), as amended by Amendment No. 7 thereto, dated March 9, 1994 (the
"March Amendment"), as amended by Amendment No. 8 thereto, dated May 9, 1994
(the "May Amendment"), as amended by Amendment No. 9 thereto, dated July 11,
1994, and as amended by Amendment No. 10 thereto, dated July 28, 1994
(collectively, the "July 1994 Amendments"), as amended by Amendment No. 11
thereto, dated August 9, 1994 (the "August 1994 Amendment"), as amended by
Amendment No. 12 thereto, dated January 12, 1995 ("Amendment No. 12"), as
amended by Amendment No. 13 thereto, dated September 22, 1995 ("Amendment No.
13"), as amended by Amendment No. 14 thereto, dated May 22, 1996 ("Amendment No.
14"), and as amended by Amendment No. 15 thereto, dated June 11, 1996
("Amendment No. 15"; the July Statement; as amended by the August Amendment, the
September Amendment, the December Amendment, the January Amendment, the February
Amendments, the March Amendment, the May Amendment, the July 1994 Amendments,
the August 1994 Amendment, Amendment No. 12, Amendment No. 13, Amendment No. 14
and Amendment No. 15 are referred to collectively as the "Original Statement").
This Amendment is jointly filed by StarNet, Inc. ("StarNet"), Lenfest
Communications, Inc. ("LCI"), H.F. Lenfest ("Lenfest") and StarNet Interactive
Entertainment, Inc. ("StarNet INT"; StarNet, LCI, Lenfest and StarNet INT are
referred to collectively herein as the "Reporting Persons") pursuant to the
Joint Filing Agreement filed as Exhibit 5 to the August Amendment. Except as
amended hereby, the contents of the Original Statement, including its exhibits,
are incorporated herein by reference. Any capitalized term not defined herein
has the meaning given to it in the Original Statement.
This Amendment relates to the common stock, par value $.001 per share
(the "Common Stock"), of Video Jukebox Network, Inc., a Florida corporation (the
"Company"), and is filed pursuant to Rule 13d-2 under the Securities Exchange
Act of 1934, as amended (the "Act").
Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original Statement is hereby confirmed.
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Item 6 of the Original Statement is amended and supplemented as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
A condition to the fulfillment of Liberty Media's obligations to
complete the Proposed Transaction was obtaining approval of Liberty Media's
Board of Directors. On July 8, 1996, Management of Liberty Media informed the
representative of the proposed sellers that the Board of Directors of Liberty
Media did not approve the Proposed Transaction. Accordingly, the Letter
Agreement, dated May 15, 1996 (as subsequently amended and supplemented by
letter agreements dated June 7 and June 21, 1996), has been terminated.
Item 7 of the Original Statement is amended and supplemented as follows:
Item 7. Material to be filed as Exhibits.
Exhibit 99.32 Letter Agreement dated June 21, 1996, and
accepted on June 25, 1996, between Liberty Media
Corporation and StarNet/CEA II Partners and StarNet,
Inc.
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SCHEDULE 13D
SIGNATURES
The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certify that the information set forth in this statement
is true, complete, and correct.
LENFEST COMMUNICATIONS, INC., a STARNET, INC., a Delaware corporation
Delaware corporation
By: /s/ Harry F. Brooks By: /s/ Harry F. Brooks
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As: Vice President As: Vice President
Dated: 7/9/96 Dated: 7/9/96
H. F. LENFEST STARNET INTERACTIVE ENTERTAINMENT, INC.,
a Delaware Corporation
/s/ H.F. Lenfest By: /s/ Harry F. Brooks
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As: Vice President
Dated: 7/9/96 Dated: 7/9/96
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EXHIBIT INDEX
Exhibit No. Description of Document
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99.32 Letter Agreement dated June 21, 1996, and accepted on
June 25, 1996, between Liberty Media Corporation and
StarNet/CEA II Partners and StarNet, Inc.
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EXHIBIT 99.32
LIBERTY MEDIA CORPORATION
8101 East Prentice Avenue, Suite 500
Englewood, CO 80111
June 21, 1996
StarNet/CEA II Partners
StarNet, Inc.
c/o Communications Equity Associates
101 East Kennedy Blvd., Suite 3300
Tampa, Florida 33602
Dear Sirs:
Reference is made to the letter agreement, dated May 15, 1996 and
accepted May 16, 1996, as amended and supplemented on June 7, 1996, among
Liberty Media Corporation ("Liberty"), StarNet CEA II Partners and StarNet,
Inc., and Term Sheet attached thereto (collectively, the "Letter Agreement")
pursuant to which we have entered into certain agreements with respect to the
equity securities of Video Jukebox Network, Inc. ("VJN"), all as more fully
described in the Letter Agreement.
The parties hereto agree that the time period for the completion of
Liberty's due diligence investigation of VJN and the execution of definitive
documentation is extended to July 8, 1996; provided, that Liberty's obligations
shall remain subject to (i) the satisfactory completion by Liberty of its due
diligence examination of VJN, (ii) approval of such definitive agreements and
the transactions contemplated thereby by Liberty's Board of Directors, and (iii)
the absence of material adverse developments in the financial markets.
By executing this agreement, the parties hereby affirm their respective
obligations under the Letter Agreement, as amended hereby.
If the foregoing is acceptable to you, please execute the copy of this
agreement in the space below, at which time this instrument will constitute a
binding agreement between us.
Very truly yours,
LIBERTY MEDIA CORPORATION
By: /s/ David Koff
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Name: David Koff
Title: V.P.
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Page 7 of 7 Pages
ACCEPTED AND AGREED STARNET/CEA II PARTNERS
this 25th day of June, 1996
By: /s/ J. Patrick Michaels
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Name: J. Patrick Michaels
Title: Vice Chairman
STARNET, INC.
By: /s/ Samuel W. Morris, Jr.
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Name: Samuel W. Morris, Jr.
Title: Vice President
