VIDEO JUKEBOX NETWORK INC, SC 13D/A, 1996-05-23

VIDEO JUKEBOX NETWORK INC
SC 13D/A, 1996-05-23
CABLE & OTHER PAY TELEVISION SERVICES

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CUSIP NO. 92656G 10 8 Page 1 of ____ Pages

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under Securities Exchange Act of 1934
(Amendment No. 14)*

Video Jukebox Network, Inc.
(Name of Issuer)

Common Stock, par value $.001 per share
(Title of Class of Securities)

92656G 10 8
(CUSIP Number)

Thomas K. Pasch, Esquire
Montgomery, McCracken, Walker & Rhoads
123 South Broad Street
Philadelphia, PA 19109
(215) 772-7451
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 16, 1996
(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).

<PAGE>

CUSIP NO. 92656G 10 8 Page 2 of ____ Pages

1. Name of reporting person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [X]

3. SEC Use Only

4. Source of Funds*

5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]

6. Citizenship or Place of Organization

Delaware

Number of Shares 7. Sole Voting Power
Beneficially Owned By 1,883,555
Each Reporting Person 8. Shared Voting Power
With 12,242,655
9. Sole Dispositive Power
1,883,555
10. Shared Dispositive Power
9,013,845

11. Aggregate Amount Beneficially Owned by Each Reporting Person

14,210,419

12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [X]

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

59.4%

14. Type of Reporting Person*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

CUSIP NO. 92656G 10 8 Page 3 of ____ Pages

1. Name of reporting person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [X]

3. SEC Use Only

4. Source of Funds*

5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]

6. Citizenship or Place of Organization

Delaware

Number of Shares 7. Sole Voting Power
Beneficially Owned By 1,833,555
Each Reporting Person 8. Shared Voting Power
With 12,242,655
9. Sole Dispositive Power
1,833,555
10. Shared Dispositive Power
9,013,845

11. Aggregate Amount Beneficially Owned by Each Reporting Person

14,210,419

12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [X]

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

59.4%

14. Type of Reporting Person*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

CUSIP NO. 92656G 10 8 Page 4 of ____ Pages

1. Name of reporting person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [X]

3. SEC Use Only

4. Source of Funds*

5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]

6. Citizenship or Place of Organization

United States of America

11. Aggregate Amount Beneficially Owned by Each Reporting Person

14,210,419

12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [X]

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

59.4%

14. Type of Reporting Person*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

CUSIP NO. 92656G 10 8 Page 5 of ____ Pages

1. Name of reporting person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group*
(a) [ ]
(b) [X]

3. SEC Use Only

4. Source of Funds*

5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]

6. Citizenship or Place of Organization

Delaware

Number of Shares 7. Sole Voting Power
Beneficially Owned By -0-
Each Reporting Person 8. Shared Voting Power
With 12,242,655
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
9,013,845

11. Aggregate Amount Beneficially Owned by Each Reporting Person

14,210,419

12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [X]

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

59.4%

14. Type of Reporting Person*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

CUSIP NO. 92656G 10 8 Page 6 of ____ Pages

This statement on Schedule 13D constitutes Amendment No. 14 ("Amendment")
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 thereof, 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") and as amended by Amendment No. 13 thereto, dated
September 22, 1995 ("Amendment No. 13"; 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 and Amendment
No. 13 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.

In accordance with the requirements of Item 101 of the Regulation S-T,
each previous filing which together constitute the Original Statement is
attached hereto as Exhibit 30.

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").

This Amendment is filed to disclose (a) the arrangements relating to
the agreement entered into by StarNet/CEA II Partners (the "Joint Venture") and
StarNet with Liberty Media Corporation, a Delaware corporation ("Liberty Media")
for the sale by the Joint Venture, StarNet and others to a wholly owned
subsidiary of Liberty Media ("Liberty Purchaser") of outstanding shares of Video
Jukebox Network, Inc. (the "Company") held by such sellers, the grant of options
to Liberty Purchaser for the purchase of additional outstanding shares of the
Company owned by such sellers and others, the grant of irrevocable proxies for
the voting of such shares covered by the options, and the agreement of certain
of the sellers to use their good faith and best reasonable efforts to cause the
Company to grant to Liberty Purchaser options to purchase newly issued shares of
the Company, (b) the anticipated agreement of Video Holdings Corporation ("VHC")
and the Blanks and Puck to participate in such sale and grant of options and
proxies pursuant to the VHC Tag-Along Agreement (as hereinafter defined) and of
the Wolfsons to participate in such sale and grant of options and proxies
pursuant to the Wolfson Tag-Along Agreement (as hereinafter defined), and (c)
the right of Island Trading Company, Inc. ("Island Trading") to participate in
the sale and grant of options and proxies in the event Island Trading

<PAGE>

CUSIP NO. 92656G 10 8 Page 7 of ____ Pages

exercises its tag-along rights under the Island Tag-Along Agreement (as
hereinafter defined).

Except as specifically modified, amended or supplemented by this Amendment
all of the information in the Original Statement is hereby confirmed.

Item 2 of the Original Statement is amended and supplemented as follows:

Item 2. Identity and Background

Included in the group with the Reporting Persons for purposes of the sale
of shares of the Company's common stock, the grant of options to Liberty
Purchaser for the purchase of shares of the Company's common stock, and the
grant of irrevocable proxies to Liberty Purchaser for the voting of such shares
of the Company's common stock covered by such options (the "Proposed
Transaction", as more fully described below) are (a) VHC, the Blanks and Puck
(the "VHC Group") and (b) the Wolfsons. The shares of the Company's common stock
held by the VHC Group and the Wolfsons have previously been included in shares
beneficially owned by the Reporting Persons by reason of the power of CEA
Investors Partnership II, Ltd. ("Partnership"), a participant in the Joint
Venture, to vote such shares under the VHC Tag-Along Agreement and the Wolfson
Tag-Along Agreement, respectively. The terms of the Proposed Transaction require
that the Joint Venture and StarNet use their reasonable best efforts to cause
the VHC Group and the Wolfsons to participate. As a result, the Joint Venture
has had discussions with representatives of the VHC Group and the Wolfsons,
respectively. Based on such discussions, the Reporting Persons believe that the
members of the VHC Group and the Wolfsons, subject to the conditions set forth
in the Letter Agreement (as hereinafter defined) and the Term Sheet (as
hereinafter defined), intend to participate in the Proposed Transaction to the
maximum extent provided for in the respective VHC Group and Wolfson Tag-Along
Agreements, although no binding agreement has been reached with the VHC Group or
the Wolfsons. In the event the VHC Group and/or the Wolfsons do not participate
in the Proposed Transaction by exercise of their rights under such Tag-Along
Agreements, then they will not be included in the group with the Reporting
Persons for purposes of the transactions disclosed in this Amendment. The VHC
Group and the Wolfsons may disclaim participation in any group. Each of the VHC
Group and the Wolfsons have previously filed a Schedule 13D with respect to
their ownership of the Company's common stock, and each has informed the
Reporting Persons that such persons intend to file amendments thereto with
respect to the Proposed Transaction described herein, in the event they exercise
their rights to participate under such Tag-Along Agreements. Reference is made
to such amendments for information concerning the VHC Group and the Wolfsons.

The disclosures in this Amendment No. 14 are based on the assumption that
the VHC Group and the Wolfsons will so participate.

While representatives of the Joint Venture have had discussions with
representatives of Island Trading relating to the Proposed Transaction, Island
Trading has not indicated whether Island Trading will participate pursuant to
its rights under the Tag-Along Agreement dated as of April 21, 1994 (the "Island
Tag-Along Agreement") between Island Trading, the Joint Venture, the Partnership
and StarNet. As a result the disclosures in this Amendment are based on the
assumption that Island Trading will not so participate. In the event Island
Trading elects to participate in the Proposed Transaction by exercising its
rights under the Island Tag-Along Agreement, the Schedule 13D will be
subsequently amended to indicate that Island Trading will

<PAGE>

CUSIP NO. 92656G 10 8 Page 8 of ____ Pages

be included in the group with the Reporting Persons for purposes of the Proposed
Transaction.

The Reporting Persons believe that Liberty Media, through an affiliate,
currently holds in excess of 5% of the outstanding shares of common stock of the
Company. Please refer to any Schedule 13D filed by Liberty Media for information
concerning Liberty Media. The Reporting Persons have been informed that Liberty
Media will file an Amendment to Schedule 13D contemporaneously with this
Amendment with respect to the Proposed Transaction.

Item 4 of the Original Statement is amended and supplemented as follows:

Item 4. Purpose of Transaction

As previously reported, the Joint Venture has accomplished its original
objective of acquiring control of the Company and effecting changes in the Board
of Directors and management of the Company. The Reporting Persons have now
determined to dispose of a substantial portion of their interest in the
Company's common stock held by them in a proposed sale thereof to Liberty
Purchaser and to grant to Liberty Purchaser options for the purchase of and
irrevocable proxies for the voting of additional shares of the Company's common
stock in the Proposed Transaction.

The Joint Venture, StarNet and Liberty Media have negotiated a Term Sheet
(the "Term Sheet") which has been incorporated in a letter agreement (the
"Letter Agreement") between the Joint Venture and StarNet as sellers and Liberty
Media, whose wholly owned subsidiary (Liberty Purchaser) would be the buyer. The
Letter Agreement with the Term Sheet attached is filed with this Amendment as
Exhibit 28. The transactions and other actions contemplated by the Letter
Agreement and the Term Sheet are herein collectively referred to as the
"Proposed Transaction".

The representatives of the sellers on the Board of Directors of the
Company, currently including J. Patrick Michaels ("Michaels"), David Burns, and
H.F. Lenfest, will resign at the closing of the Proposed Transaction and will be
replaced by representatives of Liberty Purchaser. Liberty Media has agreed that
Liberty Purchaser will use its best efforts to cause the election of Michaels,
as the designee of the Joint Venture and StarNet, to the Board of Directors of
the Company.

The terms of the Proposed Transaction are described in Item 6 below.
Information as to the outstanding shares of the Company's common stock owned by
the Reporting Persons at the time of the filing of this Amendment No. 14 and to
be owned on a pro forma basis assuming the Proposed Transaction contemplated by
the Term Sheet is consummated, is set forth in Item 5.

<PAGE>

CUSIP NO. 92656G 10 8 Page 9 of ____ Pages

Item 5 of the Original Statement is hereby amended and supplemented as follows:

Item 5. Interest in Securities of the Issuer

The Reporting Persons believe that the aggregate number of shares of common
stock of the Company outstanding as of May 17, 1996 is approximately 23,944,281.
The percentage of beneficial ownership of each of the Reporting Persons included
in response to Item 13 on the cover page filed herewith is computed based on
such aggregate number of shares outstanding on May 17, 1996.

While the Joint Venture has voting power over the shares covered by the VHC
and Wolfson Tag-Along Agreements, it does not have dispositive power over such
shares. However, pursuant to the VHC Tag-Along Agreement and the Wolfson
Tag-Along Agreement, the Joint Venture has granted to the VHC Group and the
Wolfsons, respectively, certain rights to participate in the sale of shares of
the Company by the Joint Venture.

If the Proposed Transaction is consummated as proposed and without regard
to the possible participation by Island Trading, the number of shares of the
Company's outstanding common stock to be disposed of by, and to be subject to
the Proxies and Liberty Options in favor of Liberty Purchaser granted by, the
Joint Venture, the Reporting Persons, the VHC Group and the Wolfsons, would be
as follows:

<TABLE>
<CAPTION>
Anticipated
Anticipated Number of Shares
Number of Shares Covered by Proxies
Name of Seller to be Sold and Options Granted
<S> <C> <C>
Joint Venture 3,561,716 3,649,362
StarNet 744,265 762,579
VHC Group 624,778 640,152
Wolfsons 651,048 667,069
--------- ---------
TOTAL 5,581,807 5,719,162
========= =========
</TABLE>

Assuming the Proposed Transaction is consummated and the Liberty Options
are exercised, the Joint Venture will hold of record 1,802,767 shares and
StarNet will hold of record 376,711 shares of the Company's Common Stock and the
Reporting Persons will beneficially own an aggregate of 2,263,687 shares.

Assuming the Proposed Transaction is consummated on the basis contemplated,
the VHC and Wolfson Tag-Along Agreements and the irrevocable voting proxies from
the VHC Group and the Wolfsons granted to the Partnership will terminate. Table
1 below sets forth the present beneficial ownership (as to sole and shared
voting and dispositive power) and the percentage of the outstanding shares of
the Company's common stock so beneficially owned by each of the Reporting
Persons. Table 2 below sets forth the pro forma proposed beneficial ownership
(as to sole and shared voting and dispositive power) and the percentage of the
outstanding shares of the Company's common stock to be so beneficially owned by
each of the Reporting Persons upon the closing of the Proposed Transaction.

<PAGE>

CUSIP NO. 92656G 10 8 Page 10 of ____ Pages

Table 1 - Present Beneficial Ownership of the Reporting Persons.

<TABLE>
<CAPTION>
Name of Reporting Power Percentage of Power to Percentage of
Person To Vote O/S Dispose of O/S
<S> <C> <C> <C> <C>
1. StarNet
-Sole 1,833,555 7.7% 1,833,555 7.7%
-Shared 12,242,655 51.1% 9,013,845 37.6%

2. LCI
-Sole 1,833,555 7.7% 1,833,555 7.7%
-Shared 12,242,655 51.1% 9,013,845 37.6%

3. Lenfest
-Sole 1,833,555 7.7% 1,833,555 7.7%
-Shared 12,242,655 51.1% 9,013,845 37.6%

4. StarNet INT
-Sole -0- -0- -0- -0-
-Shared 12,242,655 51.1% 9,013,845 37.6%
</TABLE>

<PAGE>

CUSIP NO. 92656G 10 8 Page 11 of ____ Pages

Table 2 - Pro Forma Beneficial Ownership of Reporting Persons Assuming Closing
of the Proposed Transaction.

<TABLE>
<CAPTION>
Name of Reporting Power To Percentage Power to Percentage
Person Vote(a) of O/S Dispose of(a) of O/S
<S> <C> <C> <C> <C>
1. StarNet
-Sole 326,711 1.4% 326,711 1.4%
-Shared 1,802,767 7.5% 1,802,767 7.5%

2. LCI
-Sole 326,711 1.4% 326,711 1.4%
-Shared 1,802,767 7.5% 1,802,767 7.5%

3. Lenfest
-Sole 326,711 1.4% 326,711 1.4%
-Shared 1,802,767 7.5% 1,802,767 7.5%

4. StarNet INT
-Sole -0- -0- -0- -0-
-Shared 1,802,767 7.5% 1,802,767 7.5%
<FN>
(a) Does not include Proxy Shares which will be subject to Liberty Options.
</FN>
</TABLE>

The aggregate amount of shares of common stock of the Company presently
beneficially owned by each Reporting Person is 14,210,419 shares.

The Joint Venture presently has beneficial ownership, by reason of shared
voting power, of 12,242,655 shares (or approximately 51.1% of the outstanding
common stock of the Company), and beneficial ownership, by reason of shared
dispositive power, only as to 9,013,845 shares (or approximately 37.6% of the
outstanding common stock of the Company). The Joint Venture holds shared voting
power (a) in the case of VHC, the Blanks and Puck (hereinafter the "VHC Group")
as to 1,581,163 shares, pursuant to the Irrevocable Proxy, Right of Refusal and
Tag-Along Agreement (the "VHC Tag-Along Agreement") with the Partnership and
joined in by the Joint Venture and (b) in the case of the Wolfsons, as to
1,647,647 shares, pursuant to the Irrevocable Proxy, Right of Refusal and
Tag-Along Agreement (the "Wolfson Tag-Along Agreement") with the Partnership and
joined in by the Joint Venture.

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

As noted above, the Joint Venture and StarNet have entered into the Letter
Agreement pursuant to which Liberty Media has agreed, acting through a wholly
owned subsidiary (Liberty Purchaser), to purchase 5,581,807 shares of the
Company's common stock at a price of $2.00 per share, payable in cash at
closing, on the terms and conditions set forth in the Term Sheet annexed to the
Letter Agreement.

A copy of the Letter Agreement, with the Term Sheet attached, is filed with
this Amendment No. 14 as Exhibit 28.

<PAGE>

CUSIP NO. 92656G 10 8 Page 12 of ____ Pages

The Proposed Transaction, as contemplated by the Letter Agreement and the
Term Sheet, is summarized below.

A. Securities Being Sold. 5,581,807 shares of the Company's common stock
(or approximately 23.3% of the issued and outstanding common stock of the
Company), will be sold to Liberty Purchaser by the Joint Venture (3,561,716
shares), StarNet (744,265 shares), the VHC Group (624,778 shares) and the
Wolfsons (651,048 shares). The Joint Venture and StarNet have agreed to use
their reasonable best efforts to cause the VHC Group and the Wolfsons to
participate. While the Reporting Persons believe the VHC Group and the Wolfsons
will participate, they are not presently obligated to do so. If they do not
participate, the Joint Venture and StarNet and Liberty Media have agreed to
negotiate in good faith to renegotiate the terms of the Proposed Transaction
contemplated in the Term Sheet in a mutually satisfactory manner.

B. The Purchase Price and Payment. The purchase price for the 5,581,807
shares to be sold is $2.00 per share payable in cash at closing, or an aggregate
of $11,163,614.

C. Irrevocable Proxies to be Granted. The Joint Venture, StarNet, the VHC
Group and the Wolfsons will grant to Liberty Purchaser irrevocable proxies (the
"Proxies") for the voting of an aggregate of an additional 5,719,162 shares (the
"Proxy Shares") of the Company's common stock owned by such sellers (or
approximately 23.9% of the issued and outstanding common stock of the Company).
The Proxies will expire 30 months from the grant of the options at the closing
of the Proposed Transaction. The Joint Venture will grant Proxies on 3,649,362
Proxy Shares, StarNet will grant Proxies on 762,579 Proxy Shares, the VHC Group
will grant Proxies on 640,152 Proxy Shares and the Wolfsons will grant Proxies
on 667,069 Proxy Shares.

D. Options to be Granted by Sellers. The Joint Venture, StarNet, the VHC
Group and the Wolfsons will grant to Liberty Purchaser options (the "Liberty
Options") for the purchase of the 5,719,162 Proxy Shares. Under the terms of the
Liberty Options, Liberty Purchaser will have the option to purchase all but not
less than all of the Proxy Shares, which Liberty Options will be exercisable for
a period of thirty (30) months from the closing date of the Proposed Transaction
at exercise prices of $2.00 per share for the period from one through six months
after the closing, $2.20 per share for the period from seven through 18 months
after the closing, and $2.42 per share for the period from 19 through 30 months
after the closing. The Joint Venture, StarNet, the VHC Group and the Wolfsons
will grant the Liberty Options covering all of the Proxy Shares with respect to
which such parties grant Proxies. The Proxy Shares may not be pledged or sold by
the owners prior to the expiration of the Liberty Options.

E. Options to be Granted by the Company to Liberty Purchaser. The Joint
Venture and StarNet have agreed to use their good faith and reasonable best
efforts to cause the Company to grant to Liberty Purchaser at the closing of the
Proposed Transaction, for nominal consideration, options (the "Company Options")
to purchase 4,655,341 shares of the Company's newly issued common stock, which
Company Options will be nontransferable, will be exercisable in whole or in part
for a period of thirty (30) months from the closing date of the Proposed
Transaction at exercise prices of $2.00 per share for the period from one
through six months after the closing, $2.20 per share for the period from seven
through 18 months after the closing, and $2.42 per share for the period from 19
through 30 months after the closing.

<PAGE>

CUSIP NO. 92656G 10 8 Page 13 of ____ Pages

F. Grant of Tag-Along Rights From Liberty Purchaser to Sellers. In the
event Liberty Purchaser exercises the Liberty Options and the Company Options,
the sellers will have tag-along rights for the remaining shares of the Company's
common stock that they currently own in the event Liberty Purchaser sells all or
substantially all of its shares of the Company's common stock.

G. Other Terms and Conditions. The sellers and their representatives on the
Board of Directors of the Company will not vote to approve the issuance of any
stock or other equity instrument by the Company prior to the closing of the
Proposed Transaction. The Proposed Transaction is scheduled to close upon
receipt of any required governmental approvals, including any approvals required
under the Hart-Scott-Rodino Antitrust Act and any approvals of the Federal
Communications Commission but in any event on or prior to September 30, 1996.

The representatives of the sellers on the Board of Directors of the
Company, currently including Michaels, David Burns and H.F. Lenfest will resign
at the closing of the Proposed Transaction and be replaced by representatives of
Liberty Purchaser. Liberty Media has agreed that Liberty Purchaser will use its
best efforts to cause the election of Michaels, as the designee of the Joint
Venture and StarNet to the Board of Directors of the Company.

The Joint Venture, StarNet and Liberty Media have agreed to use reasonable
best efforts and good faith negotiations to execute a definitive stock purchase
agreement, and option agreements containing representations and warranties and
covenants regarding operation of the Company's business customary for
transactions involving a public company, and other terms and conditions mutually
agreeable, within 15 business days of acceptance of the Term Sheet, which
acceptance date was May 16, 1996, subject to (i) the satisfactory completion by
Liberty Purchaser of its due diligence examination of the Company, (ii) approval
of the transactions contemplated thereby by the Board of Directors of Liberty
Purchaser, and (iii) the absence of any material adverse developments in the
financial markets. Liberty Media agreed to commence and complete the due
diligence investigation of the Company within 15 business days of such
acceptance (assuming reasonable cooperation by the management of the Company).

In the Letter Agreement the Joint Venture, StarNet and Liberty Media
acknowledged that the obligations of the parties pursuant to the Term Sheet and
the Letter Agreement, subject to the prior acceptance of any required approvals
of the Board of Directors of the Company, will constitute a binding agreement
between them, subject to the terms and conditions set forth in the Letter
Agreement and the Term Sheet, until definitive agreements are executed and
delivered. If definitive agreements are not executed and delivered, then,
subject to the receipt of any such required approvals of the Board of Directors
of the Company, the Term Sheet and the Letter Agreement shall constitute such
definitive agreements.

Upon the execution of definitive stock purchase and other agreements
relating to the Proposed Transaction, this Item 6 of Schedule 13D will be
amended by the Reporting Persons to reflect the terms set forth in such
definitive agreements.

Pursuant to the respective VHC and Wolfson Tag-Along Agreements and based
on discussions between representatives of the Joint Venture and the VHC Group
and the Wolfsons, the Reporting Persons believe that the VHC Group and the
Wolfsons (a) will participate in the Proposed Transaction as set forth in the
Letter Agreement and the Term Sheet on the conditions

<PAGE>

CUSIP NO. 92656G 10 8 Page 14 of ____ Pages

set forth therein, to the fullest extent permissible under the terms of the VHC
Tag-Along Agreement and Wolfson Tag-Along Agreement and (b) will agree that upon
consummation of the Proposed Transaction, including the full participation of
such persons pursuant to such Tag-Along Agreements, the respective VHC Tag-Along
Agreement and Wolfson Tag-Along Agreement will be terminated. Accordingly, each
of such persons shall no longer have any tag-along or other rights under such
Tag-Along Agreements, and the Partnership will no longer have any rights of
refusal or hold any proxies with respect to the shares of common stock of the
Company retained by the VHC Group and the Wolfsons.

The Reporting Persons have been informed that, in connection with the
liquidation and dissolutions of VLW, VLW distributed 312,894 shares of Common
Stock to Wolfson and 327,492 shares of Common Stock (collectively, the
"Dissolution Shares") to Lynn R. Wolfson. In connection with such transfer, each
of Wolfson and Lynn R. Wolfson executed an Agreement to be Bound by Irrevocable
Proxy, Right of Refusal and Tag-Along Agreement. Pursuant to such agreements,
each of the Wolfsons agreed to be bound by the VLW Proxy Agreement and to
subject the Dissolution Shares to the terms and conditions of the VLW Proxy
Agreement. Wolfson also received an additional distribution of 697,067 shares of
Common Stock (the "Additional Shares") from VLW. Wolfson, pursuant to an
Agreement to be Bound by Irrevocable Proxy, Right of Refusal and Tag Along
Agreement, agreed to be bound by the terms of the VLW Proxy Agreement and to
subject the Additional Shares to the terms and conditions of the VLW Agreement.
Because VLW has transferred all of the shares of Common Stock formerly held by
it to the Wolfsons and has been dissolved, VLW is no longer a party to the VLW
Proxy Agreement.

Item 7 of the Original Statement is hereby amended and supplemented as
follows:

Item 7. Material to be filed as Exhibits

Exhibit 26 Agreement to be Bound by Irrevocable Proxy, Right of
Refusal and Tag-Along Agreement dated as of October 19,
1995 by and between Wolfson, Lynn R. Wolfson and CEA
Investors Partnership II, Ltd.

Exhibit 27 Agreement to Be Bound by Irrevocable Proxy, Right of
Refusal and Tag-Along Agreement dated as of November
30, 1995 by and between Wolfson and CEA Investors
Partnership II, Ltd.

Exhibit 28 Letter Agreement dated May 15, 1996 and accepted May
16, 1996 between Liberty Media Corporation and
StarNet/CEA II Partners and StarNet, Inc., with attached
Term Sheet.

Exhibit 29 Press Release, dated May 16, 1996.

Exhibit 30 Statement on Schedule 13D, dated July 28, 1993, and
all amendments thereto to date, previously filed (in
paper format) by the Reporting Persons.

<PAGE>

CUSIP NO. 92656G 10 8 Page 15 of ____ Pages

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., STARNET, INC., a Delaware corporation
a Delaware corporation

By: /s/ Harry F. Brooks By: /s/ Harry F. Brooks

As: Vice President As: Vice President

Dated: 5/22/96 Dated: 5/22/96

H. F. LENFEST STARNET INTERACTIVE
ENTERTAINMENT, INC., a Delaware
Corporation

/s/ H.F. Lenfest By: /s/ Harry F. Brooks

As: Vice President

Dated: 5/22/96 Dated: 5/22/96

<PAGE>

CUSIP NO. 92656G 10 8 Page 16 of ____ Pages

EXHIBIT INDEX

PAGE NO.

Exhibit 27 Agreement to be Bound by Irrevocable Proxy, Right of
Refusal and Tag-Along Agreement dated as of November 30,
1995 by and between Wolfson and CEA Investors
Partnership II, Ltd.

Exhibit 28 Letter Agreement, dated May 15, 1996 and accepted May
16, 1996 between Liberty Media Corporation and
StarNet/CEA II Partners and StarNet, Inc., with attached
Term Sheet.

Exhibit 29 Press Release, dated May 16, 1996.

Exhibit 30 Statement on Schedule 13D, dated July 28, 1993 and
all amendments to date previously filed (in paper
format) by the Reporting Persons.

EXHIBIT 26

AGREEMENT TO BE BOUND BY IRREVOCABLE PROXY, RIGHT OF
REFUSAL AND TAG-ALONG AGREEMENT

AGREEMENT, dated as of the 19th day of October, 1995 by and between LOUIS
WOLFSON, III (herein referred to as L. WOLFSON or the "Affiliated Stockholder")
and (collectively referred to herein as WOLFSON or WOLFSONS); and

CEA INVESTORS PARTNERSHIP I, LTD., a Florida limited partnership ("CEA II,
LTD."), of which CEA Investors, Inc., a Florida corporation ("CEA Investors") is
the general partner.

WHEREAS, L. WOLFSON, Venture LW Corporation ("VLW Corp.") and CEA II, Ltd
are parties to an Irrevocable Proxy, Right of Refusal and Tag-Along Agreement
dated as of August 27, 1993 (the "Proxy Agreement") a copy of which is attached
hereto as Exhibit A;

WHEREAS, in connection with the dissolution of VLW Corp., VLW Corp. Intends
to distribute 312,894 shares of the common stock of Video Jukebox Network, Inc.
(the "Company") to L. WOLFSON and 327,492 shares of common stock of the Company
to L.R. WOLFSON (collectively the"Shares");

WHEREAS, such shares and any proposed transfer of such shares are subject
to certain restrictions on transfer under the terms of the Proxy Agreement and
to an irrevocable proxy executed by VLW Corp. in favor of CEA II, LTD.; and

WHEREAS, the WOLFSONS are willing to agree to be bound by the terms of the
Proxy Agreement with respect to the Shares.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein
and in the Proxy Agreement, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:

1. CONSENT. CEA II, LTD. hereby acknowledges and consents to the transfer of the
Shares from VLW Corp. to the WOLFSONS in the amounts specified above subject to
the WOLFSONS execution of this Agreement and their delivery to CEA, II, Ltd. of
documentation confirming their grant of the proxies for such Shares in the form
of the proxy attached as Exhibit A to the Proxy Agreement upon the execution of
this Agreement and the issuance by the Company of certificates representing the
Shares issued in the names of the WOLFSONS. CEA II, Ltd.'s consent is also
subject to placement of legends on such newly issued stock certificates in the
form as the legends attached to the certificate or

<PAGE>

certificates representing the Shares as issued in the name of VLW Corp.

2. AGREEMENT TO BE BOUND. L. WOLFSON hereby reaffirms that he is bound by the
terms of the Proxy Agreement which remains in full force and effect and confirms
that those of the Shares to be issued to L. WOLFSON are subject to the Proxy
Agreement and the Proxy to be executed and delivered to CEA, II, Ltd. by L.
WOLFSON upon the execution of this Agreement.

L.R. WOLFSON hereby confirms that she agrees to be and shall hereby be bound by
the terms of the Proxy Agreement and confirms that those Shares to be issued to
L.R. WOLFSON are subject to the Proxy Agreement and the Proxy to be executed and
delivered to CEA, II, Ltd. upon execution of this Agreement. L.R. WOLFSON
further agrees, pursuant to Section 10.1(b) of the Proxy Agreement that L.
WOLFSON shall act as her representative for the purposes describes in Section
10.1(b).

3. RIGHTS UNDER PROXY AGREEMENT. Each of the parties hereto acknowledges and
agrees that the WOLFSONS are entitled to the rights granted under the Proxy
Agreement in favor of VLW (as defined therein), including without limitation the
rights of first refusal and tag-along rights applicable and running in favor of
VLW therein.

4. INCORPORATION BY REFERENCE. This Agreement is hereby incorporated by
reference into and made a part of the Proxy Agreement and all of its provisions,
as applicable, including without limitation notice and miscellaneous provisions,
shall apply to the interpretation and enforcement of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written.

/s/ Louis Wolfson
Louis Wolfson, III

/s/ Lynn R. Wolfson
Lynn R. Wolfson

CEA INVESTORS PARTNERSHIP II,
LTD.
By: CEA Investors, Inc.
General partner

By:/s/ T.W. Cardy
Name:T. Cardy
Title:V.P.

<PAGE>

IRREVOCABLE PROXY

The undersigned stockholder of VIDEO JUKEBOX NETWORK, INC., a Florida
corporation (the "Company"), hereby irrevocably appoints ____________________
(the "Proxy"), a designee of CEA Investors Partnership II, Ltd., a limited
partnership organized under the laws of the State of Florida, the attorney and
proxy of the undersigned, with full power of substitution, to the extent
permitted under the Agreement (defined herein), to vote in such manner as each
such attorney and proxy of his substitute shall in his sole discretion deem
proper, and otherwise to act with respect to the 312,894 shares of Common Stock,
par value $.001 per share, of the Company (the "Common Stock") which are (a)
owned of record by the undersigned, or (b) beneficially owned by the undersigned
and held of record by VJN Partners, a dissolved Florida general partnership, and
with respect to any other shares of the Company's Common Stock hereafter
acquired by the undersigned in respect of any of such shares, including any
capital stock of the Company or subsidiaries or affiliated companies acquired by
operation of law, such as by merger, or consolidation or spin-off; or by reason
of any stock split, reclassification, share exchange or other reconstitution of
the outstanding capital stock of the Company (all of which shares, however
acquired, are herein referred to as the "Voting Shares"). The attorney and proxy
so appointed and designated is specifically granted the rights and
authorizations:

(a) To attend any and all meetings of the stockholders of the Company in
the name, place and stead of the undersigned with respect to any or all of the
voting Shares, including the right to present such shares to be counted as
attending the meeting by proxy for purposes of establishing a quorum, or the
right to withhold such Shares in whole or in part from attendance at any such
meeting;

(b) To cast such votes at any meeting of the stockholders and any
adjournment thereof as shall be entitled to be cast by the holders of the Voting
Shares in such manner as the Proxy shall, in its sole discretion, determine, or
to withhold such Shares in whole or in part from voting at any time or for any
reason;

(c) To execute any documents required or advisable, in the sole discretion
of the Proxy, to be executed by the holder of the Voting Shares, including the
call of any special meeting of the stockholders, waiver of notice of any meeting
of the stockholders, written consents of stockholders, whether unanimous or
otherwise, ballots, attendance records or any other similar document; and

EXHIBIT "A"

<PAGE>

(d) To do any or all of the foregoing on behalf of the holder of the Voting
Shares to the same effect as if such holder had taken such actions directly,
notwithstanding any actual or alleged conflict of interest on the part of any
holder of the Voting Shares or of CEA Investors Partnership II, Ltd. or the
Proxy of any of their respective affiliates. As used herein, the "holder of the
Voting Shares" shall mean the record or beneficial holder of such shares, as the
case may be, or any other person, in each case who or which is the person
entitled or permitted to exercise the voting rights or other stockholder rights
as described above, with respect to the Voting Shares involved.

This Irrevocable Proxy is subject to all the terms and conditions of that
certain Irrevocable Proxy, Right of Refusal and Tag-Along Agreement between the
undersigned and CEA Investors Partnership II, Ltd., dated as of August 27, 1993
(the "Agreement"), and shall terminate in accordance with that document. The
terms and conditions of the Agreement shall be binding on the Proxy, its
successors and permitted assigns.

Date executed:10/19/95

/s/ Louis Wolfson
Louis Wolfson, III

EXHIBIT 27

AGREEMENT TO BE BOUND BY IRREVOCABLE PROXY, RIGHT OF
REFUSAL AND TAG-ALONG AGREEMENT

AGREEMENT, dated as of the 30th day of November, 1995 by and between LOUIS
WOLFSON, III (herein referred to as WOLFSON or the "Affiliated Stockholder") and
CEA INVESTORS PARTNERSHIP II, LTD., a Florida limited partnership ("CEA II,
Ltd."), of which CEA Investors, Inc., a Florida corporation ("CEA Investors") is
the general partner.

WHEREAS, WOLFSON, Venture LW Corporation ("VLW Corp.") and CEA II, Ltd. are
parties to an Irrevocable Proxy, Right of Refusal and Tag-Along Agreement dated
as of August 27, 1993 (the "Proxy Agreement") a copy of which is attached hereto
as Exhibit A;

WHEREAS , VLW Corp. has transferred 697,067 shares of Common Stock of Video
Jukebox Network, Inc. (the "Company") to WOLFSON (the "Shares");

WHEREAS, WOLFSON is willing to agree to be bound by the terms of the Proxy
Agreement with respect to the Shares.

1. CONSENT. CEA II, Ltd. hereby acknowledges and consents to the transfer of the
Shares from VLW Corp. to WOLFSON in the amount specified above subject to
WOLFSON's execution of this Agreement and his delivery to CEA II, Ltd. of
documentation confirming his grant of the proxy for such Shares in the form of
the proxy attached as Exhibit A to the Proxy Agreement upon the execution of
this Agreement and the issuance by the Company of certificates representing the
Shares issued in the names of WOLFSON, CEA II, Ltd.'s consent is also subject to
placement of legends on such newly issued stock certificates in the form as the
legends attached to the certificate or certificates representing the Shares
issued in the name of VLW Corp.

2. AGREEMENT TO BE BOUND. WOLFSON hereby reaffirms that he is bound by the
terms of the Proxy Agreement which remains in full force and effect and confirms
that those of the Shares to be

<PAGE>

issued to WOLFSON are subject to the Proxy Agreement and the Proxy to be
executed and delivered to CEA II, Ltd., by WOLFSON upon the execution of this
Agreement.

3. RIGHTS UNDER PROXY AGREEMENT. Each of the parties hereto acknowledges and
agrees that WOLFSON is entitled to the rights granted under the Proxy Agreement
in favor of VLW (as defined therein), including without limitation the rights of
first refusal and tag-along rights applicable and running in favor of VLW
therein.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written.

/s/ Louis Wolfson
Louis Wolfson, III

CEA INVESTORS PARTNERSHIP II,
LTD.
By: CEA Investors, Inc.
General partner

By:/s/ T.W. Cardy
Name:T.W. Cardy
Title:V.P.

<PAGE>

IRREVOCABLE PROXY

The undersigned stockholder of VIDEO JUKEBOX NETWORK, INC., a Florida
corporation (the "Company"), hereby irrevocably appoints _______________ (the
"Proxy"), a designee of CEA Investors Partnership II, Ltd., a limited
partnership organized under the laws of the State of Florida, the attorney and
proxy of the undersigned, with full power of substitution, to the extent
permitted under the Agreement (defined herein), to vote in such manner as each
such attorney and proxy of his substitute shall in his sole discretion deem
proper, and otherwise to act with respect to the 697,067 shares of Common Stock
par value $.001 per share, of the Company (the "Common Stock") which are (a)
owned of record by the undersigned, or (b) beneficially owned by the undersigned
and held of record by VJN Partners, a dissolved Florida general partnership, and
with respect to any other shares of the Company's Common Stock hereafter
acquired by the undersigned in respect of any of such shares, including any
capital stock of the Company or subsidiaries or affiliated companies acquired by
operation of law, such as by merger, or consolidation or spin-off; or by reason
of any stock split, reclassification, share exchange or other reconstitution of
the outstanding capital stock of the Company (all of which shares, however
acquired, are herein referred to as the "Voting Shares"). The attorney and proxy
so appointed and designated is specifically granted the rights and
authorizations:

(a) To attend any and all meetings of the stockholders of the Company in
the name, place and stead of the undersigned with respect to any or all of the
Voting Shares, including the right to present such shares to be counted as
attending the meeting by proxy for purposes of establishing a quorum, or the
right to withhold such Shares in whole or in part from attendance at any such
meeting;

EXHIBIT "A"

<PAGE>

This Irrevocable Proxy is subject to all the terms and conditions of that
certain Irrevocable Proxy, Right of Refusal and Tag-Along Agreement between the
undersigned and CEA Investors Partnership II. Ltd., dated as of August 27, 1993
(the "Agreement"), and shall terminate in accordance with that document. The
terms and conditions of the Agreement shall be binding on the Proxy, its
successors and permitted assigns.

Date executed:_________________

/s/ Louis Wolfson
Louis Wolfson, III

CUSIP NO. 92656G 10 8 Page 17 of ____ Pages

EXHIBIT 28

LIBERTY MEDIA CORPORATION
8101 East Prentice Avenue, Suite 500
Englewood, Colorado 80111

May 15, 1996

StarNet/CEA II Partners StarNet, Inc.
c/o Communications Equity Associates
101 E. Kennedy Blvd., Suite 3300
Tampa, Florida 33602

Dear Sirs:

Reference is made to the Term Sheet attached hereto pursuant to which,
subject to the prior receipt of any required approvals of the Board of Directors
of Video Jukebox Network, Inc. ("VJN"), we have entered into certain agreements
with respect to the equity securities of VJN, all as more fully described in the
Term Sheet.

The Term Sheet contemplates that the agreements contained therein will be
superseded by definitive agreements and instruments which will contain
provisions incorporating and expanding upon the agreements set forth therein,
together with other provisions customary in the case of transactions of this
type, and such other provisions as are reasonable and appropriate in the context
of the transactions contemplated hereby. Notwithstanding the foregoing, the
parties expressly acknowledge that the obligations of the parties pursuant to
the Term Sheet and this agreement, subject to the prior receipt of any such
required approval of the Board of Directors of VJN, will constitute a binding
agreement between them, subject to the terms and preconditions set forth herein
and in the Term Sheet, until such definitive agreements are executed and
delivered. If such definitive agreements are not executed and delivered, then,
subject to the receipt of any such required approvals of the Board of Directors
of VJN, the Term Sheet and this agreement shall constitute such definitive
agreements.

Upon acceptance, we shall commence and complete our due diligence
investigation of the Company within 15 business days (assuming reasonable
cooperation by the management of the Company). You agree to use your reasonable
best efforts to obtain any required board approvals within such 15 business day
period.

By executing this agreement, you agree to use your reasonable best efforts
to cause Wolfson and Blank to fully participate in the proposed transactions (as
contemplated by the Term Sheet); provided, that if notwithstanding such efforts,
such persons do not so participate, the parties shall negotiate in good faith to
renegotiate the transactions contemplated by the Term Sheet in a mutually
satisfactory fashion.

<PAGE>

CUSIP NO. 92656G 10 8 Page 18 of ____ Pages

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
Name: David Koff
Title: Vice President

ACCEPTED AND AGREED
this 16th day of May, 1996

STARNET/CEA II PARTNERS

By: /S/J. Patrick Michaels,
Name: J. Patrick Michaels
Title: Vice Chairman

STARNET, INC.

By: /S/ H.F. "Gerry" Lenfest
Name: H.F. Gerry Lenfest
Title: CEO

<PAGE>

CUSIP NO. 92656G 10 8 Page 19 of ____ Pages

PROJECT PUNCH

TERM SHEET

Parties: Sellers: StarNet/CEA II Partners, StarNet, Inc., and
(subject to exercise of tag-along rights)
the Wolfsons, Video Holdings Corp. and its
affiliates, and Island Trading Co., Inc.

Buyer: Wholly-owned subsidiary of Liberty Media
Corporation

Securities Being Sold: 5,581,807 shares of Video Jukebox Network, Inc. (the
"Company") common stock, $.001 par value (the "Shares"),
representing no less than approximately one- third of
the shares held by each Seller participating. It is a
condition to closing that all of the Sellers, except
Island Trading, fully participate. If Island Trading
does not participate, Buyer will purchase additional
shares from the other Sellers at $2.00 per share
provided that the total number of shares equals
5,581,807

Purchase Price: $11,163,614 in cash ($2.00 per share)

Other Terms and
Conditions: Sellers shall grant Buyer an irrevocable (subject to the
expiration date mentioned below) proxy on 5,719,162
shares (the "Proxy Shares")

Sellers shall grant Buyer an option to purchase all but
not less than all of the Proxy Shares for thirty (30)
months from the closing date and shall be exercisable at
the following prices per share:

Months after Closing Exercise Price per Share
1-6 $2.00
7-18 $2.20
19-30 $2.42

If Buyer allows the options to expire at the end of
thirty (30) months, the proxy on Sellers' Proxy Shares
shall also expire

Sellers agree not to sell or pledge any of their shares
prior to the expiration of the option.

StarNet/CEA and StarNet, Inc. shall use their good faith

<PAGE>

CUSIP NO. 92656G 10 8 Page 20 of ____ Pages

and reasonable best efforts to cause the Company to
grant to Buyer at the closing, for a nominal
consideration, options (the "Company Options") to
purchase 4,655,341 shares of newly issued Common Stock
of the Company. The Company Options shall be
non-transferable, shall expire thirty (30) months after
the closing, and shall be exercisable in whole or in
part at the following prices per share during the time
period after closing indicated below:

Months after Closing Exercise Price per Share
1-6 $2.00
7-18 $2.20
19-30 $2.42

In the event that Buyer exercises the option on the
Proxy Shares and the Company Options, Sellers will have
tag- along rights for the shares that they currently own
in the event that Buyer sells all or substantially all
of its shares

Sellers and their Board representatives will not approve
the issuance of any stock or other equity rights prior
to closing

Coordination of Schedule 13(D) filings, press releases,
and other public materials

Sellers and Buyer agree to use reasonable best efforts
and good faith negotiations to execute a definitive
stock purchase agreement, and option agreements
containing representations and warranties and covenants
regarding operation of the business customary for
transactions involving a public company and other terms
and conditions mutually agreeable to the parties within
15 business days of the acceptance of this Term Sheet,
subject to (i) the satisfactory completion by Buyer of
its due diligence examination of the Company, (ii)
approval of such definitive stock purchase agreement and
the transactions contemplated thereby by the Board of
Directors of the Buyer, and (iii) material adverse
developments in the financial markets

The transaction shall close upon receipt of any required
governmental approvals but in no event later than
September 30, 1996

Sellers' Board representatives will resign at closing
and be replaced by Buyer's representatives. Buyer shall
use

<PAGE>

CUSIP NO. 92656G 10 8 Page 21 of ____ Pages

its best efforts to cause the election of J. Patrick
Michaels, as the designee of StarNet/CEA and StarNet,
Inc., to the Board of Directors

CUSIP NO. 92656G 10 8 Page 22 of ____ Pages

EXHIBIT 29

FOR IMMEDIATE RELEASE
May 16, 1996

LIBERTY MEDIA CORPORATION SIGNS A LETTER
OF INTENT TO ACQUIRE A CONTROLLING INTEREST
IN VIDEO JUKEBOX NETWORK, INC.

Englewood, Colorado - Liberty Media Corporation today announced that it has
signed a letter of intent to acquire a controlling interest in Video Jukebox
Network, Inc. ("VJN"), which owns and operates THE BOX interactive music video
service.

Liberty Media, which has held a 5% - 10% minority interest in VJN for 5 1/2
years, has signed a letter of intent to increase its position through the
purchase of outstanding shares. Subject to board approval and satisfactory
completion of due diligence by Liberty, Liberty will purchase 5.6 million shares
of VJN stock for $2.00 per share from a selling control group led by StarNet,
Inc. and Communications Equity Associates, Inc. The selling group will also
grant to Liberty an option to acquire an additional 5.7 million shares at an
initial exercise price of $2.00 per share, as well as a proxy entitling Liberty
to vote such shares. In addition, VJN will, subject to board approval, issue to
Liberty options to purchase an additional 4.7 million shares at an initial
exercise price of $2.00.

Upon completion of the first step of the transaction, Liberty will own 28% of
the outstanding shares of VJN and will have 52% of the outstanding votes.
Assuming Liberty exercises its options from the selling group and VJN, Liberty
will own 60% of the outstanding shares (56% on a fully diluted basis).

Peter Barton, President and CEO of Liberty Media, comments, "The implementation
of new digital technology THE BOX has developed and is rolling out, will
differentiate the network from any other service. It will enable THE BOX to
localize programming efficiency while maintaining the leverage of a national
brand. It also positions THE BOX to find new media platforms, including on-line
and digitally compressed tiers."

Alan McGlade, President and CEO of VJN, comments, "Liberty is the ideal partner
for THE BOX, with both substantial resources and an unequaled depth of
experience in the cable programming business. Liberty's history of offering a
supportive environment to creative and entrepreneurial companies such as THE
BOX, will insure that the development of the network's unique identity
continues."

Rick Michaels, Chairman of Communications Equity Associates, speaking for the
StarNet/CEA selling group, commented, "We are pleased to have arranged this
important alliance between Liberty Media and VJN. We believe that Liberty Media
will be able to build on the substantial efforts which CEA and StarNet have made
since we acquired operating control of VJN in 1993 for THE BOX to realize its
potential."

<PAGE>

CUSIP NO. 92656G 10 8 Page 23 of ____ Pages

Liberty Media Group is a division of Tele-Communications, Inc. Liberty has
ownership interests in more than 90 cable television networks, including CNN,
Discovery Channel, TNT, QVC and The Family Channel. Liberty Media Group Series A
and Series B Common Stock are series of Tele-Communications, Inc. common stock
and are traded on the Nasdaq National Market under the symbols LBTYA and LBTYB,
respectively.

Video Jukebox Network, Inc. traded on the Nasdaq Stock Market under the symbol
JUKE, is an interactive entertainment company that owns and operates THE BOX,
the planet's first and only interactive all music video network. A national
network made up of local market affiliates, THE BOX gives viewers the option to
dial a 900 number and request the video of their choice from an on-screen menu,
with the charge for the request billed to their phone, or to watch other callers
selections for free. THE BOX is now available throughout the United States,
Puerto Rico, the UK, Argentina and Holland through locally installed interactive
BOXes and on satellite via Galaxy 7, T13, Digicipher channel 2.

StarNet, Inc. and affiliates of Communications Equity Associates acquired voting
control of VJN in 1993. StarNet is a provider of automated program promotion
using advanced digital technology. CEA is an investment and merchant banking
firm providing advisory and other services to the media and communications
industry worldwide.

CONTACT:

Vivian Carr
Vice President, Investor Relations
Liberty Media Corporation
(303) 721-5400

Susan Ainsworth
Director of Press Relations
Video Jukebox Network, Inc.
(305) 674-5090

David Burns
Executive Vice President
Communications Equity Associates, Inc.
(813) 226-8844

EXHIBIT 30

UNITED STATES
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)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

Thomas K. Pasch, Esquire
Hoyle, Morris & Kerr,
One Liberty Place, Suite 4900, 1650 Market Street
Philadelphia PA 19103, (215) 981-5776
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

July 20, 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 filling 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 |X|. (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.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

8,587,269

9. Sole dispositive power

10. Shared dispositive power

7,169,816

11. Aggregate amount beneficially owned by each reporting person

8,694,193

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

54.6%

14 Type of reporting person

CO
<PAGE>
SCHEDULE 13D

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box is a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

8,587,269

9. Sole dispositive power

10. Shared dispositive power

7,169,816

11. Aggregate amount beneficially owned by each reporting person

8,694,193

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

54.6%

14 Type of reporting person

CO
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

8,587,269

9. Sole dispositive power

10. Shared dispositive power

7,169,816

11. Aggregate amount beneficially owned by each reporting person

8,694,193

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

54.6%

14 Type of reporting person

IN
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

8,587,269

9. Sole dispositive power

10. Shared dispositive power

7,169,816

11. Aggregate amount beneficially owned by each reporting person

8,694,193

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

54.6%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

Item 1. Security and Issuer.

The class of securities to which this statement relates is the common
stock, par value $.001 per share (the "Common Stock"), of Video Jukebox Network,
Inc., a Florida corporation (the "Company"). The principal executive office of
the Company is 12000 Biscayne Boulevard, Miami, Florida 33181.

Item 2. Identity and Background.

This Schedule 13D is jointly filed by StarNet, Inc. ("StarNet"), Lenfest
Communications, Inc. ("LCI"), H.F. Lenfest ("Lenfest") and Alan McGlade
("McGlade"; StarNet, LCI, Lenfest and McGlade are referred to collectively
herein as the "Reporting Persons") pursuant to the Joint Filing Agreement filed
as Exhibit 1. StarNet is the wholly-owned subsidiary of LCI. Lenfest is the sole
director of StarNet and President, CEO and a director of LCI. McGlade is the
President of StarNet. Lenfest beneficially owns 50% of the common stock of LCI
and, through contractual arrangements among the shareholders of LCI, has the
exclusive right to control the majority of the Board of Directors of LCI and the
management and business affairs of LCI and its subsidiaries.

This Schedule 13D is the first Schedule 13D filed by the Reporting
Persons. StarNet and StarNet/CEA Partners (a joint venture to-be-formed, the
"Joint Venture") and CEA Investors Partnership II, Ltd. ("Partnership") have
agreed to act together to consummate the transactions described in this Schedule
13D. The Joint Venture, Partnership, CEA Investors, Inc. ("CEA Investors") and
J. Patrick Michaels, Jr. ("Michaels") will be filing a separate Schedule 13D.

1. The principal place of business of StarNet is 1332 Enterprise Drive,
Suite 200, West Chester, Pennsylvania 19380. The principal business occupation
of StarNet is the production and distribution of television programming to cable
television operators.

2. LCI is located c/o The Lenfest Group of Companies, 202 Shoemaker
Road, Pottstown, PA 19464. The principal business of LCI is the ownership of
various subsidiary companies engaged in operating cable television systems and
related communications businesses. LCI is the sole stockholder of StarNet.

<PAGE>

shareholders of LCI, has the exclusive right to control the majority of the
Board of Directors of LCI and the management and business affairs of LCI and its
subsidiaries. See Numbers 1 and 2 above for the business and address of StarNet
and LCI, respectively. Lenfest is a citizen of the United States of America.

4. McGlade's business address is 1332 Enterprise Drive, Suite 200, West
Chester, Pennsylvania 19380. McGlade is the President of Starnet, which is his
present principal occupation. See Number 1 above for the business and address of
StarNet. McGlade is a citizen of the United States of America.

In addition to the Reporting Persons, Marguerite B. Lenfest ("Mrs.
Lenfest"), John Malone ("Malone") and Harry F. Brooks ("Brooks") are persons
enumerated in Instruction C to this Schedule as to which the information called
for in items 2 through 6 of this Schedule must be given.

The business address of Mrs. Lenfest is c/o The Lenfest Group of
Companies, 202 Shoemaker Road, Pottstown, PA 19464. Mrs. Lenfest is a director
and Secretary of LCI, which is her principal business occupation. See Number 2
above for the business and address of LCI. Mrs. Lenfest is a citizen of the
United States of America.

Malone is a director of LCI. Malone's principal occupation is President
of Tele-communications, Inc. ("TCI"). The business address of Malone and TCI is
5619 DTC Parkway, Englewood, Colorado 80111. Malone is a citizen of the United
States of America.

The business address of Brooks is c/o The Lenfest Group of Companies,
202 Shoemaker Road, Pottstown, PA 19464. Brooks is the Executive Vice President
of LCI, which is his principal business occupation. See Number 2 above for the
business and address of LCI. Brooks is a citizen of the United States of
America.

None of StarNet, LCI, Lenfest, McGlade, Mrs. Lenfest, Malone and Brooks
has, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) been 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.

-2-

<PAGE>

Liberty Program Investments, Inc. ("Liberty") is a record owner of
shares of Common Stock of the Company. Liberty is an affiliate of Liberty Cable,
Inc., a Wyoming corporation ("Liberty Cable") the beneficial owner of 50% of the
outstanding Common Stock of LCI. The Reporting Persons specifically disclaim any
beneficial interest in the shares of the Common Stock beneficially owned by
Liberty or by Liberty Cable.

Liberty and Liberty Cable may be deemed beneficial owners of the shares
of Common Stock of the Company to be acquired by the Joint Venture. Because of
the contractual arrangements among the stockholders of LCI which grant to
Lenfest the exclusive right to control the majority of the Board of Directors of
LCI and the management and business affairs of LCI and its subsidiaries, Liberty
and Liberty Cable have informed the Reporting Persons that Liberty and Liberty
Cable disclaim participation in the group and any beneficial ownership of the
shares of the Common Stock of the Company to be acquired by the Joint Venture.

In connection with the transactions contemplated in connection with the
formation of the Joint Venture, the Partnership has informed the Reporting
Persons that it intends to acquire an irrevocable voting proxy from Venture LW
Corporation a beneficial owner of shares of the Company's Common Stock. Venture
LW Corporation may be deemed to be a member of the group, however, the Reporting
Persons do not believe Venture LW Corporation is a member of the group and
believe Venture LW Corporation will disclaim participation in the group.

Item 3. Source and Amount of Funds or Other Consideration.

StarNet intends to form a joint venture ("Joint Venture") with CEA
Investors Partnership II, Ltd., a Florida limited partnership ("Partnership"),
for the purpose of acquiring and holding by the Joint Venture the beneficial
ownership of a controlling interest in the outstanding Common Stock of the
Company and the exercise of joint control over the management of the Company all
as further described in Items 4, 5 and 6 of this Schedule. In connection with
the formation of the Joint Venture, StarNet intends to make a capital
contribution of $3,200,000 to the Joint Venture for its interest in the Joint
Venture. The Partnership will contribute as capital the 2,834,908 shares of
Common Stock beneficially owned by it for its interest in the Joint Venture. In
addition, each of StarNet and the Partnership will contribute approximately
$50,000 ($100,000 in the aggregate) to pay for expenses of organization of the
Joint Venture and to provide capital for other transactions contemplated and
described herein.

-3-

<PAGE>

The Joint Venture intends to use the $3,200,000 of capital (a) to
purchase 2,834,908 shares Common Stock for an aggregate purchase price of
$2,000,000 from New Vision Music, a company controlled by or affiliated with
Donald E. Newhouse and S.I. Newhouse, Jr. (collectively the "Newhouse Group")
which shares are subject to rights of refusal described in Item 6, and (b) to
purchase from the Company 1,500,000 shares of Common Stock for an aggregate
price of $1,200,000 or 5.80 per share.

In order to accommodate the potential exercise of certain preemptive
rights by Liberty, the Company has informed the Reporting Persons that the
Company intends to offer an aggregate of 1,645,000 shares of Common Stock to the
Joint Venture and Liberty, provided Liberty will be entitled to purchase up to
approximately 8.4% or 138,180 shares of Common Stock out of such 1,645,000
shares. If Liberty does not exercise its preemptive rights the Joint Venture
intends to purchase only 1,500,000 shares. In the event Liberty exercises such
preemptive rights and purchases 138,180 shares, then the Joint Venture intends
to purchase 1,500,000 shares of Common Stock for an aggregate price of
$1,200,000 plus an additional 6,820 shares for an aggregate "price of $5,456 or
$.80 per share. The source of funds for the purchase of such additional 6820
shares by the Joint Venture will be capital of the Joint" Venture contributed
equally by the Partnership and by StarNet.

The Partnership has informed the Reporting Persons that the Partnership
has an agreement in principle, subject to the execution of definitive
agreements, to acquire an irrevocable proxy to vote the 1,417,453 shares of
Common Stock held of record by Venture LW Corporation. The Partnership has
informed the Reporting Persons that the Partnership does not intend to pay for
the proxy it will receive from Venture LW Corporation, and that, the Partnership
believes the proxy will be granted to the Partnership and a right of refusal
with respect to Venture LW Corporation's shares will be granted to the Joint
Venture, in consideration for certain agreements by the Joint Venture and the
Partnership, including the proposed grant of so called "tag along" rights, in
favor of Venture LW Corporation in the event of any sale or registration of or
merger affecting the shares of Common Stock held by the Joint Venture or any
sale of the Partnership's interest in the Joint Venture.

The source of funds for the capital contribution by StarNet to the Joint
Venture is an interest bearing loan from LCI, its parent corporation. The source
of funds of LCI used in making the loan is from working capital

Item 4. Purpose of Transaction.

-4-

<PAGE>

The principal purposes for which the Joint Venture is being formed are
to acquire control of the outstanding Common Stock of the Company, through
acquisition and purchase of and by obtaining proxies on shares of Common Stock;
to obtain for the Company access to certain technology of StarNet and access to
satellite transmission capability controlled by StarNet; to manage the acquired
equity interests in the Company; to change the composition of the Company's
Board of Directors; to cause the Company to enter into a management agreement
with StarNet and to elect new officers of the Company, including electing
Lenfest Chairman of the Board of the Company and McGlade CEO of the Company.
After the transactions contemplated are consummated, the Joint Venture will have
the right, by ownership or proxy, to vote a majority of the outstanding shares
of Common Stock and therefore to elect all directors of the Company.

The Reporting Persons and the Joint Venture reserve the right to, and
may in the future, change their purposes or plans with respect to their
investment in or proxies for shares of Common Stock, including without
limitation the acquisition of additional shares of Common Stock. The Joint
Venture may seek voting proxies from additional shareholders in connection with
its purposes and plans or otherwise. Except for the foregoing, as of the date of
this statement, the Reporting Persons have no present plans or proposals which
relate to or would result in any of the actions described in paragraphs (a)
through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

On July 12, 1993, Board of Directors of the Company authorized the
issuance of 100,000 shares of Common Stock to J. Patrick Michaels, Jr.
("Michaels"), an affiliate of CEA Investors, the general partner of the
Partnership, as compensation. In accordance with the Company's agreement with
Liberty, the Company gave written notice to Liberty affording Liberty an
opportunity to exercise certain preemptive rights. Accordingly, the shares are
not issuable by the Company to Michaels until the 20th day following July 16,
1993. When issued, Michaels will have sole voting and sole dispositive power
with respect to such 100,000 shares. The 100,000 shares are included in the
number of shares listed as beneficially owned by each of the Reporting Persons
in their responses to Item 11 on the cover page filed herewith for each
Reporting Person, pursuant to Rule 13d-5(b)(1).

The total number of shares of Common Stock issued and outstanding as of
July 2, 1993 according to a report of the Company's transfer agent was
14,323,663.

-5-

<PAGE>

As described in Item 6 herein, the Joint Venture intends to acquire a
proxy to vote 1,417,453 shares held by Venture LW Corporation; intends to
acquire 2,834,908 shares from the Partnership as a capital contribution to the
Joint Venture; intends to purchase 1,500,000 shares from the Company; and
intends to purchase 2,834,908 shares from New Vision Music. Assuming the
consummation of the foregoing transactions and the issuance of the
aforementioned shares to Michaels, the aggregate number of shares of Common
Stock issued and outstanding will be 15,923,663. Assuming the consummation of
the foregoing transactions, and as a result of the rights granted to the Joint
Venture to acquire the proxy and shares described above: Each of the Reporting
Persons may be deemed to beneficially own 8,694,193 shares of Common Stock, to
have shared power to vote or to direct the vote with respect to 8,587,269 shares
of Common Stock, to have shared power to dispose or to direct the disposition
with respect to 7,169,816 shares of Common Stock and no shares of Common Stock
for which any such Reporting Persons has sole voting power or sole dispositive
power. Each of the Reporting Persons may be deemed to beneficially own the
following shares which were excluded from their respective responses listed in
Item 11 on the cover page filed herewith relating to each Reporting Person:

(A) The shares of Common Stock purchasable by Liberty in the event
it exercises its preemptive rights with respect to (i) the
issuance of 100,000 shares Michaels and (ii) the contemplated
sale of 1,506,820 shares by the Company to the Joint Venture
(1,500,000 shares in the event Liberty fails to exercise its
preemptive rights);

(B) The 1,203,464 shares of common Stock held of record by Liberty;
and

(C) Shares issuable upon conversion of accrued principal and
interest under a convertible note ("Convertible Note") issuable,
at the Company's election, to Digital Satellite Networks
("DSN"), a division of StarNet in cooperation with MicroNet,
Inc. (an affiliate of StarNet). In the event the Company elects
to defer up to $2,400,000 of payments, plus interest thereon at
prime plus one percent, payable during the first year under the
proposed contract between the Company and DSN for lease of a
transponder and related satellite uplink services, the
Convertible Note will be issued and convertible into shares of
Common Stock at a conversion price of $1.25 per share through
thirty six months from its issuance. If the Company elects to
pay the $200,000 per month fees to DSN in the first year of the

-6-

<PAGE>

lease agreement, rather than defer payments, the Convertible
Note will not be issued.

Because of the contractual arrangements between the stockholders of LCI
granting to Lenfest the exclusive right to control the majority of the Board of
Directors of LCI and the management and business affairs of LCI and its
subsidiaries, the Reporting Persons believe that Mrs. Lenfest, Malone and Brooks
do not possess any beneficial ownership in the shares of Common Stock
beneficially owned by the Reporting Persons.

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

The Reporting Persons believe that 1,166,667 of the shares of Common
Stock held by the Partnership are "pledged" as security for payment of a note
("Note") issued by VJN Partners to Steven A. Peters ("Peters") in connection
with the purchase of 3,500,000 shares by VJN Partners from Peters on June 3,
1988. The Reporting persons believe that the Partnership acquired its ownership
interest in such 1,166,667 shares upon dissolution of VJN Partners on December
7, 1992. The Reporting Persons believe that 1,166,667 of the shares of Common
Stock beneficially owned by New Music Vision are also subject to such pledge in
favor of Peters. Obligations under the Note were assumed by all former general
partners of VJN Partners. The Note was due on June 3, 1993. Former general
partners to VJN Partners have had discussions with Peters, and Peters has
offered to forebear collection of the Note subject to certain conditions. To
date no action has been taken by Peters to collect the Note. Upon payment of the
Note, such shares pledge by the Partnership will be available for contribution
by the Partnership to the Joint Venture and such shares pledged by New Music
Vision will be available for sale to the Joint Venture. The Partnership has
informed he Reporting Persons that the Partnership believes the Note will be
paid from funds set aside by the obligors and that the pledged shares will be
free of the pledge for transfer.

The Reporting Persons believe that the Partnership and the Venture LW
Corporation, affiliated with Louis Wolfson, III, and the Louis Wolfson, III,
Maternal Trust have agreed in principle, subject to the execution of a
definitive agreement, to provide for the grant of an irrevocable voting proxy
from Venture LW Corporation in favor of the Partnership with respect to the
1,417,453 shares of Common Stock beneficially owned by Venture LW Corporation.
Venture LW Corporation has offered to grant a right of refusal in favor of the
Joint Venture with respect to any proposed transfer of the shares held of record
by Venture LW Corporation.

-7-

<PAGE>

The Partnership, the Joint Venture and Venture LW Corporation have also
agreed in principle that the Joint Venture intends to grant certain so called
"tag along" rights in favor of Venture LW Corporation in the event of a possible
private sale or sale by registration or merger affecting the shares of Common
Stock held by the Joint Venture or any sale of the Partnership's interest in the
Joint Venture. The voting proxy from Venture LW Corporation will be granted
solely in favor of the Partnership. The Partnership intends to vote the shares
subject to the proxy in the same manner as the Joint Venture votes its shares.

Pursuant to a letter agreement dated July 23, 1993 (the "Letter of
Intent") from Lenfest, on behalf of StarNet, and accepted by the Partnership on
July 26, 1993, the parties have agreed, subject to certain conditions precedent,
to form the Joint Venture for the principle purpose of acquiring control of the
outstanding shares of Common Stock of the Company, the Board of Directors and
management of the Company and obtaining for the Company access to certain
technology of StarNet and access to satellite transmission capability controlled
by StarNet. The Partnership has agreed to contribute to the capital of the Joint
Venture 2,834,908 shares of Common Stock with an agreed value for capital
account purposes of $3,200,000. StarNet has agreed to contribute $3,200,000 to
the capital of the Joint Venture. In addition, StarNet and the Partnership have
each agreed to contribute approximately $50,000 ($100,000 in the aggregate) as
additional capital to the Joint Venture.

By letter dated July 26, 1993, CEA, on behalf of the Joint Venture,
transmitted to the Company's investment banker a letter of intent ("Company
Letter of Intent") dated July 23, 1993, from the Partnership and StarNet
addressed to the Board of Directors of the Company (copy of both letters
attached as Exhibit 3). The Joint Venture has asked the Company to acknowledge
and confirm the approval in principle of the transactions outlined in the
Company letter of Intent by the close of business on Tuesday, July 27, 1993. As
of the date of this Schedule, no response has yet been received.

The transactions contemplated by the Joint Venture are subject to the
following conditions precedent: (a) waiver of certain rights refusal held by the
former partners of VJN Partners including Video Holding Corporation, New Vision
Music, Venture LW Corporation and the Partnership; (b) the release of the shares
of Common Stock of the Company beneficially owned by the Partnership and by New
Vision Music which are pledged and held in escrow to secure payment of the Note
held by Peters; and (c) the execution of certain business contracts between the
Company and StarNet and companies or joint ventures affiliated with StarNet and
the Partnership. The Joint Venture has set

-8-

<PAGE>

August 16, 1993 as the closing deadline, unless mutually extended, for execution
of the agreements documenting conditions precedent and the contemplated
transactions.

The Joint Venture and New Vision Music have agreed in principle that the
Joint Venture will purchase 2,834,908 shares of Common Stock held of record by
New Vision Music (affiliated with the Newhouse Group) for an aggregate purchase
price of $2,000,000.

The Company will offer 1,645,000 shares of Common Stock to the Joint
Venture and to Liberty, in accordance with the Company's obligations to afford
Liberty preemptive rights. In the event Liberty elects to exercise its
preemptive rights it will purchase up to 138,180 shares of Common Stock. If
Liberty exercises such preemptive rights, the Joint Venture intends to purchase
1,500,000 shares plus an additional 6,820 shares of Common Stock. In the event
Liberty fails to exercise such preemptive rights to purchase 138,180 shares of
Common Stock, then the Joint Venture intends to purchase only 1,500,000 shares
for an aggregate purchase price of $1,200,000.

The Company has agreed to grant registration rights to the Joint Venture
with respect to the 1,500,000 (or 1,506,820) shares the Joint Venture intends to
purchase from the Company. In the event the Company files a registration
statement for the sale of securities under the Securities Act of 1933, the
Company will include in the registration statement an amount of such shares held
by the Joint Venture as the Joint Venture may elect to include, subject to
priority registration rights previously granted by the Company to Liberty and
further subject to based on the number any limitations imposed by the
underwriters participating in such registered offering of securities pursuant to
a Registration Rights Agreement to be negotiated, which may include rights to
register other shares owned by the Joint Venture.

Under the Joint Venture Agreement, the shares of Common Stock acquired
by contribution from the Partnership (2,834,908), by purchase from New Vision
Music (2,834,908) and by purchase from the Company (1,500,000 or 1,506,820) will
be held of record by the Joint Venture. The interests of the Partnership and
StarNet in all of such shares will be determined in accordance with the
allocation provisions of the Joint Venture Agreement which provides for
allocations of profits, income, losses and deductions on an equal basis and
distributions in accordance with capital accounts.

The Joint Venture is a general partnership with the Partnership and
StarNet as its sole general partners. The

-9-

<PAGE>

Partnership's general partner is CEA Investors, which is controlled by Michaels.
If for any reason Michaels ceases to control CEA Investors, the Partnership has
agreed that the Chief Executive Officer of Communications Equity Associates,
Inc. ("CEA") will be substituted in place of Michaels. Any other person seeking
to acquire control of the Partnership will require the approval of StarNet,
which approval will not be unreasonably withheld.

The Partnership and StarNet intend to grant rights of refusal to each
other with respect to any proposed transfer to a third party of their respective
interests in the Joint Venture.

Upon the closing of the purchase of the 1,500,000 (or 1,506,820) shares
of Common Stock by the Joint Venture from the Company, all of the existing
members of the Board of Directors will be asked to resign except for J. Patrick
Michaels, Jr., Joel Rudich, Leonard Sokolow, Jules Haimovitz, and Joseph
Furfaro. The number of members of Board of Directors will be reduced to seven
and the remaining directors will appoint H.F. Lenfest and Alan McGlade (each
nominees and affiliates of StarNet) to serve on the Board of Directors until the
election of directors at the next annual meeting of shareholders of the Company.

The Company intends to enter into a management agreement ("Management
Agreement") with StarNet. StarNet will have management control of the Company's
domestic operations for three years with a management fee of $300,000 per annum
for the first year, paid in advance in equal monthly installments. The
management fee for the second and third year will be as agreed upon by StarNet
and the Company's Board of Directors, taking into account the performance and
operating status of the Company, but the fee will not be less than $150,000 per
year. The Joint Venture intends to cause the Board of Directors to elect H.F.
Lenfest Chairman of the Board of Directors for three years and Michaels will be
elected Vice Chairman. Alan McGlade of StarNet will be elected acting Chief
Executive Officer. StarNet intends to search for an individual to serve as Chief
Executive Officer or Chief Operating Officer as an employee of the Company.

The Company intends to enter into certain business contracts with
StarNet and companies or joint ventures affiliated with StarNet and the
Partnership, whereby the Company will receive rights to use certain technology
relating to its business, management services satellite time and uplink service,
investment banking services and technology development assistance. These
proposed arrangements and contracts are more fully described in Exhibit 3. The
proposed arrangements regarding the national satellite uplink access and
service, management contracts, technology development and investment banking
relationships, are

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<PAGE>

conditions precedent to the Joint Ventures' agreement to purchase Common Stock
from the Company.

Transfer of the shares held of record by the Partnership, to be
contributed to the Joint Venture, and the shares held of record by New Vision
Music, to be sold to the Joint Venture, is subject to rights of first refusal
held by Venture LW Corporation, Video Holdings Corporation, the Partnership and
New Vision Music pursuant to the Dissolution Agreement dated December 7, 1992
between such parties as to dissolution of VJN Partners. Waiver of such rights of
first refusal is a condition precedent to the Joint Venture's closing of the
proposed transactions. The Joint Venture intends to seek and expects to receive
waiver and terminations of such rights of first refusal from all parties holding
such rights. In any event, such rights of refusal expire on December 31, 1993.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1. Joint Filing Agreement with respect to the joint filing of
Schedule 13D and all amendments thereto.

Exhibit 2. Letter of Intent dated July 23, 1993 between H.F. (Gerry)
Lenfest on behalf of StarNet, Inc. and accepted by CEA
Investors Partnership II, Ltd. on July 26, 1993.

Exhibit 3. Transmittal letter dated July 26, 1993 from CEA on behalf of
the Joint Venture along with Company Letter of Intent dated
July 23, 1993 from CEA Investors Partnership II, Ltd. and
StarNet,Inc. to Board of Directors of Video Jukebox Network,
Inc.

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<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By: /s/ H.F. Lenfest By: /s/ Alan McGlade

As: President As: President

Dated: 7/28/93 Dated: 7/28/93

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 7/28/93 Dated: 7/28/93

<PAGE>
UNITED STATES
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)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

August 6, 1993
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,545,738

9. Sole dispositive power

10. Shared dispositive power

7,136,928

11. Aggregate amount beneficially owned by each reporting person

10,652,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.1%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,545,738

9. Sole dispositive power

10. Shared dispositive power

7,136,928

11. Aggregate amount beneficially owned by each reporting person

10,652,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.1%

14 Type of reporting person

CO
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,545,738

9. Sole dispositive power

10. Shared dispositive power

7,136,928

11. Aggregate amount beneficially owned by each reporting person

8,694,193

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.1%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,545,738

9. Sole dispositive power

10. Shared dispositive power

7,136,928

11. Aggregate amount beneficially owned by each reporting person

10,652,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.1%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,545,738

9. Sole dispositive power

10. Shared dispositive power

7,136,928

11. Aggregate amount beneficially owned by each reporting person

10,652,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.1%

14 Type of reporting person

CO
<PAGE>

This Statement on Schedule 13D constitutes Amendment No. 1 ("Amendment")
to the Statement on Schedule 13D, dated July 28, 1993, by StarNet, Lenfest, LCI
and McGlade (including the exhibits thereto, the "July Statement"), and it also
constitutes (directly and as incorporated by reference to the July Statement) an
initial Statement on Schedule 13D by StarNet Interactive Entertainment, Inc.
("StarNet INT"), a newly formed, wholly-owned subsidiary of StarNet. This
Amendment is jointly filed by StarNet, Lenfest, LCI, McGlade and StarNet INT
(the "Reporting Persons") pursuant to the Joint Filing Agreement filed as
Exhibit 5 hereto. Except as amended hereby, the contents of the July Statement
are incorporated herein by reference. Any capitalized term not defined herein
have the meaning given to it in the July Statement.

This Amendment is filed to disclose changes in the status of
negotiations and terms of proposed transactions with respect to which the
Reporting Persons have agreed to act together to consummate. Items 7, 8, 9, 10,
11 and 13 of the cover pages for StarNet, Lenfest, LCI and McGlade filed
herewith have been amended to reflect numbers of shares of Common Stock as
appropriate in light of the amendments described below.

Item 2 of the July Statement is hereby amended and restated in its
entirety as follows:

Item 2. Identity and Background

StarNet is the wholly-owned subsidiary of LCI. StarNet INT is the
wholly-owned subsidiary of StarNet. Lenfest is the sole director of StarNet and
StarNet INT and President, CEO and a director of LCI. McGlade is the President
of StarNet and StarNet INT. Lenfest beneficially owns 50% of the common stock of
LCI and, through contractual arrangements among the shareholders of LCI, has the
exclusive right to control the majority of the Board of Directors of LCI and the
management and business affairs of LCI and its subsidiaries. StarNet intends to
assign all of its rights and obligations in, to and under the Joint Venture to
StarNet INT with the result that StarNet INT, and not StarNet, will be a general
partner along with the Partnership in the Joint Venture.

StarNet and StarNet/CEA Partners (a joint venture to- be-formed, the
"Joint Venture") and CEA Investors Partnership II, Ltd. ("Partnership") have
agreed to act together to consummate the transactions described in this Schedule
13D. The Joint Venture, Partnership, CEA Investors, Inc. ("CEA Investors") and
J. Patrick Michaels, Jr. ("Michaels") will be filing a separate Schedule 13D.

1. The principal place of business of StarNet is 1332 Enterprise Drive,
Suite 200, West Chester, Pennsylvania 19380. The principal business occupation
of StarNet is the production

<PAGE>

and distribution of television programming to cable television operators.

3. The address of Lenfest is c/o The Lenfest Group of Companies, 202
Shoemaker Road, Pottstown, PA 19464. Lenfest's present principal occupation is
President and CEO of LCI, the sole stockholder of StarNet, and the Lenfest Group
of Companies. In addition, Lenfest is the sole director of StarNet and StarNet
INT and a director of LCI. Lenfest beneficially owns 50% of the common stock of
LCI and, through contractual arrangements among the shareholders of LCI, has the
exclusive right to control the majority of the Board of Directors of LCI and the
management and business affairs of LCI and its subsidiaries. See Numbers 1 and 2
above and Number 5 below for the business and address of StarNet, LCI and
StarNet INT, respectively. Lenfest is a citizen of the United States of America.

4. McGlade's business address is 1332 Enterprise Drive, Suite 200, West
Chester, Pennsylvania 19380. McGlade is the President of StarNet and StarNet
INT, which is his present principal occupation. See Number 1 above and Number 5
below for the business and address of StarNet and StarNet INT. McGlade is a
citizen of the United States of America.

5. The principal place of business of StarNet INT is 1332 Enterprise
Drive, Suite 200, West Chester, Pennsylvania 19380. The principal occupation of
StarNet INT will be, if the transactions described in this Schedule 13D are
consummated, to be a general partner in the Joint Venture.

In addition to the Reporting Persons, Marguerite B. Lenfest ("Mrs.
Lenfest"), John Malone ("Malone"), Harry F. Brooks ("Brooks") and Robert
Mohollen ("Mohollen") are persons enumerated in Instruction C to this Schedule
as to which the information called for in items 2 through 6 of this Schedule
must be given.

The business address of Mrs. Lenfest is c/o The Lenfest Group of
Companies, 202 Shoemaker Road, Pottstown, PA 19464. Mrs. Lenfest is a director
and Secretary of LCI, which is her principal business occupation and Secretary
of both StarNet and StarNet INT. See Numbers 1, 2 and 5 above for the business
and address of StarNet, LCI and StarNet INT. Mrs. Lenfest is a citizen of the
United States of America.

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<PAGE>

The business address of Brooks is c/o The Lenfest Group of Companies,
202 Shoemaker Road, Pottstown, PA 19464. Brooks is the Executive Vice President
of LCI which is his principal business occupation and Vice President of StarNet
and StarNet INT. See Numbers 1, 2 and 5 above for the business and address of
StarNet, LCI and StarNet INT. Brooks is a citizen of the United States of
America.

The business address of Mohollen is c/o The Lenfest Group of Companies,
202 Shoemaker Road, Pottstown, PA 19464. Mohollen is the Controller of LCI,
which is his principal business occupation and Treasurer of StarNet and StarNet
INT. See Numbers 1, 2 and 5 above for the business and address of StarNet, LCI
and StarNet INT. Mohollen is a citizen of the United States of America.

None of StarNet, LCI, Lenfest, McGlade, StarNet INT, Mrs. Lenfest,
Malone, Brooks and Mohollen has, during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) been 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.

Liberty Program Investments, Inc. ("Liberty") is a record owner of
shares of Common Stock of the Company. Liberty is an affiliate of Liberty Cable,
Inc., a Wyoming corporation ("Liberty Cable"), the beneficial owner of 50% of
the outstanding Common Stock of LCI. The Reporting Persons specifically disclaim
any beneficial interest in the shares of the Common Stock beneficially owned by
Liberty or by Liberty Cable.

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<PAGE>

shares of the Common Stock of the Company to be acquired by the Joint Venture.

In connection with the transactions contemplated in connection with the
formation of the Joint Venture, the Partnership has informed the Reporting
Persons that the Partnership intends to acquire an irrevocable voting proxy from
Venture LW Corporation a beneficial owner of shares of the Company's Common
Stock. Venture LW Corporation may be deemed to be a member of the group by
reason of the discussions concerning its contemplated grant of an irrevocable
proxy and other agreements to be entered into with the Partnership and the Joint
Venture; however, the Reporting Persons do not believe Venture LW Corporation is
a member of the group solely by reason of such discussions or agreements or for
any other reason. The Reporting Persons believe that Venture LW Corporation will
disclaim participation in the group.

In connection with the transactions contemplated in connection with the
formation of the Joint Venture, the Partnership has informed the Reporting
Persons that the Partnership intends to acquire an irrevocable voting proxy from
Video Holding Corporation ("VHC"), a beneficial owner of shares of the Company's
Common Stock. VHC may be deemed to be a member of the group by reason of its
discussions with the concerning its contemplated grant of an irrevocable proxy
and other agreements to be entered into with the Partnership and the Joint
Venture; however, the Reporting Persons do not believe VHC is a member of the
group solely by reason of such discussions or agreements or for any other
reason. The Reporting Persons believe that VHC will disclaim participation in
the group.

Each of the Reporting Persons expressly declares that the filing of this
Amendment shall not be construed as an admission that such person is, for the
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this Amendment.

Item 3 of the July Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds or Other Consideration

If the Joint Venture successfully concludes the agreements and
arrangements described herein with the Company and certain of the other
shareholders of the Company the Joint Venture intends to use an aggregate of
approximately $3,242,000 of capital (a) to purchase 2,114,520 shares of Common
Stock (2,834,908 shares in the event certain rights of refusal are not
exercised) for an aggregate price of approximately $1,491,794 or

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<PAGE>

$.7055 per share from New Vision Music, which shares are subject to rights of
refusal described in Item 6, and (b) to purchase from the Company for cash, and
to acquire the right to purchase pursuant to certain convertible notes from the
Company ("Convertible Notes"), up to 2,187,500 shares of Common Stock for an
aggregate purchase price and conversion price of $1,750,000 or $.80 per share.

In order to accommodate the potential exercise of certain preemptive
rights by Liberty, the Joint Venture and the Reporting Persons expect to
negotiate an arrangement for the Company to offer an aggregate of 2,386,537
shares of Common Stock to the Joint Venture and Liberty, provided Liberty will
be entitled to purchase up to approximately 8.34% or 199,037 shares of Common
Stock out of such 2,386,537 shares. Whether or not Liberty exercises such
preemptive rights, the Joint Venture intends to purchase up to an aggregate of
2,187,500 shares, including shares underlying the Convertible Notes.

The source of funds for the proposed purchase of shares from New Vision
Music and from the Company and the for the proposed purchase of Convertible
Notes from the Company, in excess of $3,200,000 will be capital of the Joint
Venture contributed equally by the Partnership and StarNet INT.

The source of funds for the capital contribution by StarNet INT to the
Joint Venture will be an interest bearing loan from LCI, its indirect parent
corporation. The source of funds of LCI will use in the making of loan will be
working capital.

The Partnership has informed the Reporting Persons that it has
negotiated an agreement in principle, subject to a number of conditions,
including the execution of definitive agreements, to acquire an irrevocable
proxy to vote the shares of Common Stock beneficially owned by Venture LW
Corporation. Venture LW Corporation presently beneficially owns 1,417,453 shares
of Common Stock, and the Reporting Persons believe that, if the Joint Venture
successfully concludes an agreement for the purchase of shares of Common Stock
beneficially owned by New Vision, Venture LW Corporation will acquire
approximately 360,194 shares of Common Stock from New Vision Music pursuant to
the exercise of certain rights of refusal described in Item 6 (1,777,647 shares
in the aggregate). The Partnership does not intend to pay monetary consideration
for the proxy from Venture LW Corporation; however, the Partnership has informed
the Reporting Persons that it expects that the definitive agreement with Venture
LW Corporation will provide that Venture LW Corporation will grant to the
Partnership an irrevocable proxy and certain rights of refusal on proposed sales
by Venture LW Corporation or any of its shares of Common Stock (which right of

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<PAGE>

refusal will be assignable to the Joint Venture) and that Venture LW Corporation
will waive (or not exercise) certain rights of refusal it may have in
consideration of the substantial financial investment in the Company and for
other arrangements with the Company to be made by the Joint Venture and its
affiliates and the grant by the Partnership of certain so-called "tag along"
rights in favor of Venture LW Corporation in the event of certain transactions
involving the sale or registration of or merger affecting the shares of Common
Stock held by the Joint Venture or the sale of the Partnership's interest in the
Joint Venture. The Partnership has notified the Reporting Persons that the
Partnership intends to request that the Joint Venture confirm directly to
Venture LW Corporation the grant of such tag-along rights.

The Partnership has informed the Reporting Persons that it has had
discussions with VHC with respect to the grant by VHC of an irrevocable proxy to
vote the 720,387 shares of Common Stock beneficiary owned by VHC, the 550,582
shares of Common Stock VHC may acquire upon conversion of certain convertible
debt instruments issued by the Company to VHC and 360,194 shares of Common Stock
which VHC may acquire from New Vision Music pursuant to the exercise of certain
rights of refusal described in Item 6 (1,631,162 shares in the aggregate).

Based on the Partnership's discussions with VHC, the Reporting Persons
expect that the Partnership and the Joint Venture will reach an agreement in
principle with VHC subject to a number of conditions including the execution of
definitive agreements, for the grant by VHC to the Partnership of an irrevocable
proxy and rights of first refusal and the waiver of certain rights of refusal,
in consideration of the agreements of the Partnership and the Joint Venture with
the Company and VHC, all on terms substantially similar to those contained in
the arrangements with Venture LW Corporation described above and in Item 6.

Item 4 of the July Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction.

The principal purposes of the Joint Venture and the Reporting Persons
remain as set forth in Item 4 of the July Statement. Certain aspects of the
transactions require prior approval of the Federal Communications Commission
("FCC"). The Joint Venture, the Joint Venture does not intend to close those
aspects of the contemplated transactions without first obtaining FCC approval.
After the transactions contemplated are consummated, the Joint Venture will have
the right, by ownership

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<PAGE>

or proxy, to vote a majority of the outstanding shares of Common Stock and
therefore to elect all directors of the Company.

The Joint Venture and the Reporting Persons reserve the right to, and
may in the future, change their purposes or plans with respect to their
investment in or proxies for shares of Common Stock, including without
limitation the acquisition of additional shares of Common Stock. The Joint
Venture and the Reporting Persons may seek voting proxies from additional
shareholders in connection with their purposes and plans or otherwise. Except
for the foregoing, as of the date of this statement, the Joint Venture and the
Reporting Persons have no present plans or proposals which relate to or would
result in any of the actions described in paragraphs (a) through (j) of Item 4
of Schedule 13D.

Item 5 of the July Statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer.

As described in Item 6 herein, if the Joint Venture successfully
concludes the transactions described herein, the Joint Venture expects to
acquire a proxy to vote the 1,417,453 shares of Common Stock beneficially owned
by Venture LW Corporation and the 360,194 shares of Common Stock which the
Reporting Persons believe that Venture LW Corporation will acquire from New
Vision Music pursuant to the exercise of certain rights of refusal; will acquire
2,834,908 shares from the Partnership as a capital contribution to the Joint
Venture; expects to purchase and acquire the right to purchase pursuant to one
or more Convertible Notes up to 2,187,500 shares from the Company; expects to
purchase approximately 2,114,520 shares from New Vision Music; and expects to
acquire proxies (a) to vote the 720,387 shares of Common Stock beneficially
owned by VHC, (b) the 360,194 shares which the Reporting Persons believe that
VHC expects to acquire from New Vision Music pursuant to the exercise of certain
rights of refusal, and (c) the 550,582 shares of Common Stock the Reporting
Persons believe that VHC will acquire upon conversion of a convertible note
issued by the Company to VHC. Assuming the consummation of the foregoing
transactions and the issuance of the shares to Michaels described in the July
Statement, the aggregate number of shares of Common Stock issued and outstanding
will be 17,161,744. Assuming the consummation of the foregoing transactions,
including the conversion of the Convertible Notes, and as a result of the rights
granted to the Joint Venture to acquire the proxy and shares described above,
the Reporting Persons and the Joint Venture may be deemed to beneficially own
10,652,662 shares of Common Stock, to have shared power to vote or to direct the
vote with respect to

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<PAGE>

10,545,738 shares of Common Stock, to have shared power to dispose or to direct
the disposition with respect to 7,136,928 shares of Common Stock and to have no
shares of Common Stock for which any such Reporting Person has sole voting power
or sole dispositive power.

Because of the contractual arrangements between the stockholders of LCI
granting to Lenfest the exclusive right to control the majority of the Board of
Directors of LCI and the management and business affairs of LCI and its
subsidiaries, the Reporting Persons believe that Mrs. Lenfest, Malone, Brooks
and Mohollen do not posses any beneficial ownership in the shares of Common
Stock beneficially owned by the Reporting Persons.

Item 6 of the July Statement is hereby amended and supplemented as
follows:

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

583,333 shares of Common Stock beneficially owned by VHC and 583,333
shares beneficially owned by Venture LW Corporation are also subject to the
"pledge" in favor of Peters and are held in escrow along with the 1,166,667
shares beneficially owned by the Partnership and the 1,166,667 shares
beneficially owned by New Vision Music. The Joint Venture expects that New
Vision music will pay its portion of the Note held by Peters. The Partnership
has informed the Reporting Persons that it intends to pay its portion of the
Note. The Joint Venture and the Partnership intend to make it a condition to the
consummation of the various transactions with Venture LW Corporation and VHC
that they will pay their portion of the Note. Assuming the Note held by Peters
is paid in full, the escrow will be terminated and all of such shares will be
released.

Since the July Statement was filed, the Joint Venture delivered to New
Vision Music its formal written offer to purchase 2,834,908 shares of Common
Stock from New Vision Music

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<PAGE>

for an aggregate price of $2,000,000 or approximately $.7055 per share.
Notwithstanding the Joint Venture's prior belief concerning its proposed
arrangement with New Vision Music, New Vision Music has informed the Joint
Venture that it will not be in a position to give formal consideration to the
formal written offer until the week of August 9, 1993 and the Joint Venture
expects a formal response from New Vision Music on or about August 11, 1993. The
closing of all of the contemplated transactions described in the July Statement
and in this Amendment is contingent on New Vision Music's sale of such 2,834,908
shares on substantially the terms contained in the written offer.

The Joint Venture expects that it or the Partnership will enter into
arrangements with Venture LW Corporation and VHC with respect to the proposed
purchase by Venture LW Corporation and VHC of a portion of the 2,834,908 shares
the Joint Venture has offered to purchase from New Vision Music. Under the
Dissolution Agreement, dated as of December 7, 1992, among the partners of VJN
Partners (consisting of VHC, Venture LW Corporation, New Vision Music and the
Partnership), Venture LW Corporation and VHC have certain rights of refusal with
respect to transfers of certain of the shares of the Company's Common Stock held
beneficially by any of such former partners occurring within one year of the
date of such Dissolution Agreement. Since the July Statement was filed, Venture
LW Corporation and VHC have each expressed interest to the Partnership in
exercising at least part of such rights of refusal. Based on discussions to
date, the Joint Venture and the Partnership believe that Venture LW Corporation
intends to purchase 360,194 shares of Common Stock and that VHC intends to
purchase 360,194 shares of Common Stock out of the 2,834,908 shares the Joint
Venture has offered to purchase from New Vision Music. Accordingly, the Joint
Venture expects to purchase 2,114,520 shares from New Vision Music.

The Joint Venture expects that the purchase price payable to New Vision
Music by the Joint Venture, Venture LW Corporation and VHC will be $.7055 per
share of Common Stock, or an aggregate of $2,000,000 for all 2,834,908 shares.

In the event that Venture LW Corporation does acquire any shares of
Common Stock from New Vision Music, the Partnership and Joint Venture expect
that such shares will be subject to the irrevocable proxy, right of refusal and
co-sale arrangements negotiated with respect to the shares of Common Stock
presently beneficially owned by Venture LW Corporation. Such proposed
arrangement is more specifically described in Item 3 above.

As noted in Item 3 above, the Partnership has informed the Reporting
Persons that it is currently in discussions with

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VHC and, subject to a number of conditions, expects that, if the proposed
transactions described herein are consummated, VHC and the Partnership and the
Joint Venture will enter into irrevocable proxy, right of refusal and co-sale
arrangements containing terms substantially the same as those contained in the
arrangements with Venture LW Corporation described above. Further, the Reporting
Persons expect that VHC will exercise its right to convert the Company's
convertible note presently held by VHC into 550,582 shares of Common Stock and
that VHC will purchase approximately 360,194 of the shares of Common Stock the
Joint Venture has offered to purchase from New Vision Music and that all of such
shares will be subject to the irrevocable proxy, right of refusal and co-sale
arrangements. All of such arrangements are subject to the negotiation of
definitive agreements.

The Company did not sign and return the Company Letter of Intent by the
close of business on Tuesday, July 27, 1993 and the Joint Venture has not
withdrawn its offer set forth in the Company Letter of Intent. Discussions and
negotiations among the Company and the Partnership and StarNet are continuing.
The Partnership and StarNet delivered a letter dated August 6, 1993 ("Extension
Letter") (attached hereto as Exhibit 2) to the Company. The Extension Letter
specifies August 12, 1993 (or such later date as the parties may agree) as the
date for execution of a definitive Stock Purchase Agreement and sets forth the
terms of the proposed transactions with the Company.

To comply with certain requirements of the Federal Communications
Commission ("FCC") which may apply to the transactions contemplated, the Joint
Venture has proposed that the transactions be structured to permit (a) prompt
consummation of those aspects which can be closed without prior FCC approval and
(b) deferred consummation of those aspects which may require prior FCC approval.

Under FCC rules applicable to the Company, the acquisition of control of
the Company by the Joint Venture and the proposed Management Agreement between
the Company and StarNet would constitute a change of control which will require
FCC approval with respect to the transfer of certain low-power television
station licenses ("LPTV Licenses") held by the Company. The Extension Letter
contemplates that the proposed Management Agreement will not take effect until
FCC approval is obtained or events occur which eliminate the need for FCC
approval, and that pending FCC approval, the Company will enter into a
Consulting Agreement with StarNet, pursuant to which StarNet will advise the
Company's management, for a consulting fee of $25,000 per month.

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No action will be taken by the Joint Venture or directors to appoint
H.F. Lenfest and Alan McGlade to serve on the Board of Directors of the Company
or to serve as officers of the Company until after required FCC Approval is
obtained or is no longer required.

As provided in the Extension Letter, the Joint Venture has expressed its
interest and intent to increase the total cash investment by the Joint Venture
in the Company up to $1,750,000, part of which may be used to purchase shares of
Common Stock at a price of $.80 per share, and part of which may be used to
purchase one or more Convertible Notes of the Company convertible into shares of
Common Stock at a price of $.80 per share. As a result, the Joint Venture would
acquire a maximum aggregate number of 2,187,500 shares.

The Joint Venture intends to seek the Company's commitment in the
definitive Stock Purchase Agreement that, in the event FCC approval is not
obtained within a reasonable period of time, the Company will spin-off or
otherwise divest itself (the "Spin-Off") of the LPTV Licenses. Upon the
Company's receipt of FCC approval or upon disapproval of the FCC and/or the
consummation of the Spin-Off of the LPTV Licenses, the Joint Venture intends to
convert the Convertible Notes and acquire the shares of Common Stock underlying
such Convertible Notes.

The transactions contemplated by the Joint Venture with respect to the
Company are subject to (i) the waiver of modification of certain rights of
refusal held by VHC and Venture LW Corporation in connection with which the
Joint Venture believes that VHC and Venture LW Corporation will each purchase
approximately 360,194 shares of Common Stock, respectively, from New Vision
Music, and (ii) the sale of by New Vision Music of its 2,834,908 shares of
Common Stock.

Assuming all transactions proceed, the Reporting Persons expect that the
Company will offer 2,386,537 shares of Common Stock to the Joint Venture and to
Liberty, in accordance with the Company's obligations to afford Liberty
preemptive rights. Liberty may elect to exercise its preemptive rights to
purchase up to 199,037 shares of Common Stock. Whether or not Liberty exercises
such preemptive rights, the Joint Venture intends to purchase from the Company a
portion of 2,187,500 shares and one or more Convertible Notes convertible into a
number of shares not exceeding the balance of such 2,187,500 shares.

The registration rights to be granted to the Joint Venture under a
proposed Registration Rights Agreement between the Joint Venture and the Company
will include the shares the

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Joint Venture intends to purchase and the shares underlying one or more
Convertible Notes the Joint Venture intends to purchase from the Company.

In the event all transactions contemplated are consummated the shares of
Common Stock acquired by contribution from the Partnership (2,834,908), by
purchase form New Vision Music (expected to be 2,114,520) and by purchase from
the Company (expected to be 2,187,500) will be held of record by the Joint
Venture.

The Joint Venture is being formed as a Delaware general partnership with
the Partnership and StarNet INT, as its sole general partners.

Except as specifically modified, amended or supplemented by this
Amendment No. 1, all of the information in the July Statement is hereby
confirmed.

Item 7. Material to be Filed as Exhibits.

Exhibit 4. Letter, dated August 6, 1993, from CEA Investors Partnership
II, Ltd. and StarNet, Inc. to Board of Directors of Video
Jukebox Network, Inc.

Exhibit 5. Joint Filing Agreement with respect to the joint filing of
Schedule 13D and all amendments thereto.

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SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By: /s/ H.F. Lenfest By: /s/ Alan McGlade

As: President As: President

Dated: 8/9/93 Dated: 8/9/93

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 8/9/93 Dated: 8/9/93

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By: /s/ Alan McGlade

As: President

Dated: 8/9/93

-13-
<PAGE>
UNITED STATES
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)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

Thomas K. Pasch, Esquire
Hoyle, Morris & Kerr,
One Liberty Place, Suite 4900, 1650 Market Street
Philadelphia PA 19103, (215) 981-5700
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

August 30, 1993
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

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.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,738

9. Sole dispositive power

10. Shared dispositive power

7,036,928

11. Aggregate amount beneficially owned by each reporting person

10,452,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.8%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,738

9. Sole dispositive power

10. Shared dispositive power

7,036,928

11. Aggregate amount beneficially owned by each reporting person

10,452,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.8%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,738

9. Sole dispositive power

10. Shared dispositive power

7,036,928

11. Aggregate amount beneficially owned by each reporting person

10,452,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.8%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,738

9. Sole dispositive power

10. Shared dispositive power

7,036,928

11. Aggregate amount beneficially owned by each reporting person

10,452,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.8%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,738

9. Sole dispositive power

10. Shared dispositive power

7,036,928

11. Aggregate amount beneficially owned by each reporting person

10,452,662

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.8%

14 Type of reporting person

CO
<PAGE>

This statement on Schedule 13D constitutes Amendment No. 2 ("Amendment")
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"; the July Statement as amended by the August Amendment is referred to
as the "Original Statement"). This Amendment is jointly filed by StarNet,
Lenfest, LCI, McGlade and StarNet INT (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 are incorporated herein
by reference. Any capitalized term not defined herein has the meaning given to
it in the Original Statement.

This Amendment is filed to disclose the final terms and the consummation
of the transactions with respect to which the Reporting Persons acted together
to consummate. Items 7, 8, 9, 10, 11 and 13 of the cover pages filed herewith
have been amended to reflect numbers of shares of Common Stock as appropriate in
light of the amendments described below.

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds or Other Consideration

The Joint Venture used $3,361,616 of capital (a) to purchase 2,014,520
shares of Common Stock ("Purchased NVM Shares") for an aggregate purchase price
of $1,611,616 or $.80 per share from New Vision Music, and (b) to purchase
687,500 shares of Common Stock ("Purchased Company Shares") for an aggregate
purchase price of $550,000 or $.80 per share from the Company, and (c) to
purchase from the Company its $1,200,000 convertible promissory note (the
"Convertible Note"), which is convertible into 1,500,000 shares of Common Stock
("Convertible Company Shares") at the conversion rate of $.80 per share with
respect to principal and is convertible into additional shares of Common Stock
at the conversion rate of $1.25 per share with respect to accrued interest, if
not paid by the Company.

The Joint Venture entered into a Stock and Note Purchase Agreement with
the Company, dated August 24, 1993 (the "Stock and Note Purchase Agreement")
(copy filed as Exhibit 6), relating to the purchase of the Purchased Company
Shares and the Convertible Note. On August 24, 1993 the Company notified Liberty
of its right to purchase up to 62,554 shares of Common Stock at a purchase price
of $.80 per share and up to $109,186 in principal amount of a convertible note,
which note would be convertible on the same terms as the Convertible Note
purchased by the Joint Venture. This notice was delivered to Liberty by the
Company in accordance with its existing preemptive rights.

In consideration for the Partnership's capital con- tribution of
2,834,908 shares of Common Stock to the Joint

<PAGE>

Venture, and for an additional cash capital contribution, the Partnership
acquired a 50% interest in the Joint Venture.

In consideration of StarNet INT's capital contribution of $3,200,000 in
cash, and additional cash contribution, StarNet INT acquired a 50% interest in
the Joint Venture.

The source of funds for the purchase of the Purchased NVM Shares, the
Purchased Company Shares and the Convertible Note, in excess of $3,200,000 was
capital of the Joint Venture contributed equally by the Partnership and StarNet
INT.

The Partnership entered into an Irrevocable Proxy, Right of Refusal and
Tag-Along Agreement, dated as of August 27, 1993, with Venture LW Corporation
("VLW") and Louis Wolfson III ("Wolfson") and joined by the Joint Venture (the
"VLW Proxy Agreement") (copy filed as Exhibit 7). The Partnership entered into
an Irrevocable Proxy, Right of Refusal and Tag-Along Agreement, dated as of
August 27, 1993, with Video Holdings Corporation ("VHC"), Mark Blank, Andrew
Blank and Tony Blank (the "Blanks") and Robert Puck ("Puck") and joined by the
Joint Venture (the "VHC Proxy Agreement") (copy filed as Exhibit 8).

Under the VLW Proxy Agreement, the Partnership acquired from VLW and
Wolfson an irrevocable voting proxy effective August 30, 1993 ("Proxy Effective
Date") as to 1,000,000 shares of Common Stock and an irrevocable voting proxy
(the "Deferred VLW Proxy") effective on a deferred date as to 727,647 shares of
Common Stock, for an aggregate of 1,727,647 shares. Under the VHC Proxy
Agreement, the Partnership acquired from VHC, the Blanks and Puck an irrevocable
voting proxy effective on the Proxy Effective Date as to 1,000,000 shares of
Common Stock and an irrevocable voting proxy (the "Deferred VHC Proxy")
effective on a deferred date as to 581,163 shares of Common Stock, for an
aggregate of 1,581,163 shares.

The Partnership acquired the voting proxies and right of refusal on
proposed transfers of the shares of Common Stock which are subject to the VLW
Proxy Agreement and the VHC Proxy Agreement, respectively, in consideration for
the grant to VLW and Wolfson and the grant to VHC, the Blanks and Puck of tag-
along rights permitting them to sell proportionate amounts of such shares in the
event of certain transactions involving the sale or registration for sale of
shares of Common Stock by the Joint Venture; any merger or consolidation of the
Company with any other corporation, or any sale, exchange, transfer or other
action affecting a majority of the outstanding Common Stock of the Company in
which the Joint Venture or certain of its transferees participates; any sale or
transfer by the Partnership or certain of its transferees of its interests in
the Joint

-2-

<PAGE>

venture; any sale or transfer or disposition of the interests of CEA Investors
in the Partnership; or any sale or transfer of the common stock of CEA
Investors. In addition, under certain circumstances the Joint Venture cannot
vote its shares of Common Stock of the Company or permit its representatives on
the Company's Board of Directors to approve a "Going Private Transaction" (as
defined in the VLW and VHC Proxy Agreements) unless the Joint Venture or the
Partnership shall have first made an offer or caused a third party to make an
offer to purchase the shares of Common Stock subject to the Proxy Agreements at
a price determined in accordance with such agreements.

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction.

The principal purposes of the Joint Venture remain as set forth in Item
4 of the Original Statement. The Joint Venture must obtain prior approval of the
Federal Communications Commission ("FCC") before acquiring control of the
Company because the Company holds FCC licenses for the Company's low power
television stations ("LPTV Licenses"). When FCC approval is obtained, or no
longer required, the Joint Venture intends to covert the Convertible Note and
acquire the underlying 1,500,000 Convertible Company Shares and to cause the
Deferred VLW and VHC Proxies to become effective with respect to 727,647 shares
of Common Stock subject to the VLW Proxy Agreement and 581,163 shares of Common
Stock subject to the VHC Proxy Agreement. Based on the number of shares of
Common Stock issued and outstanding, upon the consummation of such action the
Joint Venture will have the right, by ownership or proxy, to vote a majority of
the outstanding shares of Common Stock and therefore to elect all directors of
the Company.

Effective August 30, 1993, the date of the closing of the transaction
under the Stock and Note Purchase Agreement, David O. Deutsch and Robert J. Puck
resigned as members of the Board of Directors and Jules Haimovitz resigned as
Acting President and Acting Chief Operating Officer of the Company. J. Patrick
Michaels, Jr., Acting Chief Executive Officer and a Director, was elected to
serve as Acting President and Acting Chief Operating Officer.

Upon conversion of the Convertible Note and the Joint Venture's
acquisition of control of a majority of the outstanding shares of Common Stock,
the Company has agreed, pursuant to the Stock and Note Purchase Agreement, to
use its best efforts to assure that the Board of Directors will fix the number
of Directors constituting the Board of Directors at seven (7) and

-3-

<PAGE>

elect H.F. Lenfest and Alan McGlade, designees of the Joint Venture, to fill the
two vacancies, and that H.F. Lenfest will be designated Chairman, J. Patrick
Michaels, Jr. will be designated Vice Chairman and Alan McGlade will be
designated Acting Chief Executive Officer.

The Reporting Persons reserve the right to, and may in the future,
change their purposes or plans with respect to their investment in or proxies
for shares of Common Stock, including without limitation the acquisition of
additional shares of Common Stock. The Reporting Persons may seek voting proxies
from additional shareholders in connection with their purposes and plans or
otherwise. Except for the foregoing, as of the date of this Amendment, the
Reporting Persons have no present plans or proposals which relate to or would
result in any of the actions described in paragraphs (a) through (j) of Item 4
of Schedule 13D.

Item 5 of the Original Statement is hereby amended and supplemental as
follows:

Item 5. Interest in Securities of the Issuer.

On August 25, 1993 VHC acquired from the Company 550,582 shares of
Common Stock upon conversion of a convertible note issued by the Company. The
Company issued 100,000 shares of Common Stock to Michaels in July 1993.

As described in Item 6 herein, the Partnership acquired: (a) proxies
effective August 30, 1993 to vote the following shares of Common Stock (i)
689,806 shares previously owned by VLW, (ii) 310,194 shares purchased by Wolfson
from NVM, (iii) 689,806 shares previously owned by VHC, (iv) 96,732 shares
purchased by Mark Blank from NVM, (v) 96,731 shares purchased by Andrew Blank
from NVM, (vi) 96,731 shares purchased by Tony Blank from NVM, and (vii) 20,000
shares purchased by Robert Puck from NVM (2,000,000 shares in the aggregate);
(b) the Deferred VLW Proxy and Deferred VHC Proxy, effective on the Deferred
Proxy Effective Date (as defined in each of the VLW and VHC Proxy Agreements),
to vote the following shares of Common Stock (i) 727,647 shares owned by VLW,
and (ii) 581,163 shares owned by VHC, respectively.

The Joint Venture acquired: (a) 2,834,908 shares of Common Stock from
the Partnership as a capital contribution; (b) the 687,500 Purchased Company
Shares from the Company; (c) the 2,104,520 Purchased NVM Shares; and (d) the
right to acquire by conversion of the Convertible Note 1,500,000 Convertible
Company Shares. The Partnership also agreed to vote the shares of Common Stock
covered by each of the VLW and VHC Proxy Agreements in

-4-

<PAGE>

accordance with the determinations of the Joint Venture's participants.

The Reporting Persons believe that the aggregate number of shares of
Common Stock of the Company issued and outstanding as of August 30, 1993 was
approximately 15,685,898. Assuming conversion by the Joint Venture of the
Convertible Note and the issuance of the 1,500,000 Convertible Company Share,
the aggregate number of shares of Common Stock issued and outstanding will be
17,185,898. Assuming such conversion and the triggering of the Deferred Proxy
Effective Date with respect to each of the Deferred VLW and VHC Proxies, each of
the Reporting Persons may be deemed to beneficially own 10,452,662 shares of
Common Stock, to have shared power to vote or to direct the vote with respect to
10,345,738 shares of Common Stock, to have shared power to dispose or to direct
the disposition with respect to 7,036,928 shares of Common Stock and to have no
shares of Common Stock for which any such Reporting Persons has sole voting
power or sole dispositive power.

Each of the Reporting Persons may be deemed to beneficially own shares
which were excluded from their respective responses listed in Item 11 on the
cover page filed herewith relating to each Reporting Person, including, without
limitation, (a) the shares of Common Stock purchasable by Liberty in the event
it exercises its preemptive rights with respect to the sale of 687,500 shares
and the $1,200,000 Convertible Note by the Company to the Joint Venture, (b) the
shares which may be acquired by the Joint Venture (and by Liberty pursuant to
related preemptive rights) in the event the Company fails to pay interest under
the Convertible Note and the Joint Venture elects to convert such interest into
share of Common Stock at the conversion price of $1.25 per share, and (c) any
shares which may be purchasable by StarNet (and by Liberty pursuant to related
preemptive rights) in the event the Company elects to issue a convertible note
to Digital Satellite Network ("DSN"), a division of StarNet, in consideration
for deferral of payments due under the Service Agreement, dated August 24, 1993
(effective as of August 30, 1993), between the Company and DSN relating to the
provision of satellite transponder service by DSN to the Company, at a
conversion price of $1.25 per share.

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Liberty or by Liberty
Cable.

-5-

<PAGE>

the exclusive right to control the majority of the Board of Directors of LCI and
the management and business affairs of LCI and its subsidiaries, Liberty and
Liberty Cable have informed the Reporting Persons that Liberty and Liberty Cable
disclaim participation in the group and any beneficial ownership of the shares
of the Common Stock of the Company to be acquired by the Joint Venture.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

On August 30, 1993 VHC, VLW, NVM and the Partnership each paid their
respective obligations under the Note held by Peters, which resulted in payment
in full of such Note and the release from escrow of the 583,333, 583,333,
1,166,667 and 1,166,667 shares of Common Stock beneficially owned by such
parties, respectively. VHC, VLW, NVM and the Partnership entered into a Note
Payment and Termination of Rights of Refusal Agreement, dated as of August 27,
1993 (the "Rights Termination Agreement") (copy filed as Exhibit 9), pursuant to
which the parties agreed irrevocably and permanently to waive and terminate all
rights of refusal under the Dissolution Agreement, dated as of December 7, 1992,
between such parties, the former partners of VJN Partners, as such rights of
refusal related to the transactions described in this Amendment or otherwise.

Pursuant to the Rights Termination Agreement, each of VLW and VHC agreed
to waive their respective rights of refusal with respect to the proposed
purchase of shares of Common Stock from NVM by the Joint Venture. The parties
agreed that VHC, VLW or related parties would be entitled to purchase a certain
number of shares of Common Stock from NVM at $.80 per share (as noted in Item 4
above) free of any rights of refusal. The Company agreed to sell an additional
687,500 shares of Common Stock to the Joint Venture.

Pursuant to a Stock Purchase letter agreement, dated August 27, 1993,
between the Joint Venture and NVM (copy filed as Exhibit 10), on August 30, 1993
the Joint Venture acquired 2,014,520 shares of Common Stock from NVM at $.80 per
share. The Reporting Persons understand that, also on August 30, 1993, Wolfson
acquired 310,194 shares of Common Stock from NVM at $.80 per share; and Mark
Blank , Andrew Blank, Tony Blank and Robert J. Puck acquired 96,732, 96,731,
96,731 and 20,000 shares of Common Stock, respectively, from NVM at $.80 per
share.

-6-

<PAGE>

Pursuant to the VLW Proxy Agreement, (a) VLW and Wolfson granted the
Partnership an irrevocable voting proxy effective on August 30, 1993, the Proxy
Effective Date, with respect to 689,806 shares of Common Stock owned by VLW and
310,194 shares owned by Wolfson, and (b) VLW granted the Partnership an
irrevocable voting proxy, effective on the "Deferred Proxy Effective Date" as
defined in the VLW Proxy Agreement, with respect to 727,647 shares of Common
Stock owned by VLW. The Deferred Proxy Effective Date will be that date, on or
before the first anniversary of the Proxy Effective Date, as specified by
written notice from the Partnership on or after the date on which either the FCC
shall have granted approval to the change of control of the Company to the Joint
Venture or when no FCC approval is required because the Company shall have
effectuated a disposition of its operations subject to licensing and regulation
by the FCC.

Pursuant to the VHC Proxy Agreement, (a) VHC, the Blanks and Puck
granted the Partnership in irrevocable voting proxy effective on the Proxy
Effective Date with respect to 689,806 shares of Common Stock owned by VHC and
96,732, 96,731, 96,731 and 20,000 shares owned by Mark Blank, Andrew Blank, Tony
Blank and Robert Puck, respectively, and (b) VHC granted the Partnership an
irrevocable voting proxy effective on the Deferred Proxy Effective Date (defined
as described above in the discussion of the VLW Proxy Agreement) with respect to
581,163 shares of Common Stock.

The Partnership has agreed to vote the shares of Common Stock covered by
each of the VLW and VHC Proxy Agreements in the same manner as the Joint Venture
votes its shares of Common Stock.

Under the VLW and VHC Proxy Agreements the Partnership acquired first
rights of refusal with respect to proposed transfers of shares of Common Stock
whether to a third party in a private transfer, to the public in a brokered sale
under Rule 144 promulgated under the Securities Act of 1933 ("Rule 144 Sales"),
by VLW and Wolfson ("VLW Grantors") and by VHC, the Blanks and Puck (the "VHC
Grantors") and by their affiliates ("Grantor Transferees") who agree to be bound
by the terms of the respective Proxy Agreement, except with respect to transfers
to such Grantor Transferees. The VLW Grantors and VHC Grantors each agreed to
limit the frequency and number of their proposed Rule 144 Sales. Under each of
the VLW and VHC Proxy Agreements, the Partnership agreed to limit, and to cause
the Joint Venture to limit, the number of shares they may sell under Rule 144
Sales to the extent any aggregation of such sales with proposed Rule 144 Sales
by any of the VLW Grantors, and their respective Grantor Transferees, and VHC
Grantors would be required.

-7-

<PAGE>

In a Supplemental Letter Agreement among VLW, Wolfson, the Partnership,
CEA Investors and the shareholders of CEA Investors and VLW ("Supplemental VLW
Agreement") (copy of form filed as Exhibit 11), the parties extended first
rights of refusal to proposed transfers of capital stock of VLW of any corporate
VLW Grantor Transferee. In a Supplemental Letter Agreement among VHC, the
Blanks, Puck, the Partnership, CEA Investors and the shareholders of CEA
Investors and VHC ("Supplemental VHC Agreement") (copy of form filed as Exhibit
12), the parties extended first rights of refusal to proposed transfers of
capital stock of VHC or any corporate VHC Grantor Transferee.

Under each of the VLW and VHC Proxy Agreements, the Partnership
designated the Joint Venture as its initial designee for exercise of the first
rights of refusal and the Joint Venture agreed to be bound by the terms of the
Proxy Agreement relating to rights of refusal, tag-along rights and "Going
Private Transactions" (as defined in each of the VLW and VHC Proxy Agreements).

The irrevocable proxies granted to the Partnership under the Proxy
Agreements include a limited power of substitution of permitted designees
including Michaels (as long as he is the Chief Executive Officer or controlling
stockholder of CEA), the Trustee of the John P. Michaels, Jr. Family Trust or
any other person who is the Chairman, President or Chief Executive Officer of
CEA or CEA Investors. The proxy granted under each of the VLW and VHC Proxy
Agreements may be assigned, as to a proportionate amount of shares subject to
the proxy, to a person or related group ("Major Block Transferee") in connection
with a transfer of more than 25% of the Company's outstanding Common Stock
within a six month period, with respect to which each separate VLW and VHC
Grantor group elected not to exercise their tag-along rights; provided the Major
Block Transferee is required to assume obligations of the Partnership and the
Joint Venture with respect to any Going Private Transactions as set forth in
such Proxy Agreements. Unless terminated earlier the proxies will terminate on
June 30, 2003.

The proxies cover the shares identified above and any shares acquired in
respect of such shares such as by merger, consolidation, spin-off, stock split,
reclassification, share exchange or other reconstitution of capital stock.

Under each of the VLW and VHC Proxy Agreements, each of the respective
VLW and VHC Grantors and Grantor Transferees received certain "Tag-Along Rights"
to include a proportionate amount of their shares of Common Stock in certain
sale, transfer or disposition transaction by: (a) the Joint Venture's "Selling

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<PAGE>

Group" (as defined in the VLW and VHC Proxy Agreements) with respect to shares
of Common Stock of the Company; (b) the Partnership and any "CEA Transferee" (as
defined in the VLW and VHC Proxy Agreements) with respect to any partnership
interest in the Joint Venture; (c) CEA Investors or any CEA Transferee with
respect to any partnership interest in the Partnership; and (d) the Selling
Group with respect to the inclusion of shares of Common Stock for sale in a
registration statement to be filed by the Company under the Securities Act of
1933. Under the terms of the Supplemental VLW Agreement and the Supplemental VHC
Agreement, the Tag-Along Rights were extended to any proposed sale, transfer or
disposition of shares of Common Stock of CEA Investors or capital stock of a
corporate CEA Transferee.

In the event of a proposed Going Private Transaction, the Joint Venture
will not vote its shares of Common Stock in favor of, and, to the extent the
Joint Venture can control the decision through its representatives on the
Company's Board of Directors, will cause the Company or such directors not to
approve, the proposed Going Private Transaction unless: the Joint Venture, or
the Partnership shall first, at their option, make an offer or cause a third
party to make an offer to purchase all of the shares of Common Stock subject to
the proxy or rights of refusal under the VLW and VHC Proxy Agreements at a
purchase price determined in accordance with a formula included in each of the
VLW and VHC Proxy Agreements. The VLW and VHC Grantors may accept or reject the
offers in whole or in part. The Going Private Transaction may then proceed so
long as the offer was made and rejected or, if accepted, such sale is closed.

The Joint Venture has been formed and organized as a Delaware general
partnership pursuant to a Partnership Agreement, dated August 24, 1993, between
the Partnership and StarNet INT (the "Partnership Agreement") (copy filed as
Exhibit 13), as its sole general partners. Under the Partnership Agreement the
Partnership agreed to exercise its rights as "Proxy" under each of the VLW and
VHC Proxy Agreements, including the taking of any actions and casting of any
votes only to the extent such actions and votes shall be the same as the actions
taken or the votes cast by the Joint Venture with respect to the shares of
Common stock held by the Joint Venture. The Partnership agrees to designate the
Joint Venture for exercise of rights of refusal under each of the VLW and VHC
Proxy Agreements. Each partner in the Joint Venture agreed to appoint one
initial representative and substitute representative to serve on the two person
"Management Committee" responsible for managing the Joint Venture. The initial
representative and substitute representatives of the Partnership and StarNet
INT, respectively, are Thomas W. Cardy and J. Patrick Michaels, and Alan McGlade
and H.F. Lenfest, respectively. The partners of the Joint Venture

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<PAGE>

granted each other rights of refusal with respect to certain proposed transfers
or assignments of interests in the Joint Venture or changes in control of the
partners and agreed to coordinate the exercise of such rights with the
applicable Tag- Along Rights granted under each of the VLW and VHC Proxy
Agreements.

Under FCC rules applicable to the Company, the acquisition of control of
the Company by the Joint Venture pursuant to the shares purchased and proxy
transactions described herein and, possibly, pursuant to a Management Agreement,
dated as of August 24, 1993, between the Company and StarNet (but not yet
effective) might constitute a change of control which would require FCC approval
with respect to certain FCC held by the Company. The Management Agreement will
not take effect until FCC approval is obtained or is no longer required. Pending
FCC approval or events eliminating the need for FCC approval, StarNet will
advise the Company's management pursuant to a Consulting Agreement, dated August
24, 1993, between the Company and StarNet for a consulting fee of $25,000 per
month.

No action will be taken to elect or appoint H.F. Lenfest and Alan
McGlade or any other representatives of the Joint Venture to serve on the Board
of Directors of the Company or to serve as officers of the Company until after
any required FCC approval is obtained or is no longer required.

Pursuant to the Stock and Note Purchase Agreement, the Joint Venture
invested $1,750,000 in the Company, of which $550,000 was used to purchase the
687,500 Purchased Company Shares at a price of $.80 per share, and $1,200,000
was used to purchase the Convertible Note, the principal of which is convertible
into the 1,500,000 Convertible Company Shares at a conversion price of $.80 per
share. As a result, the Joint Venture will acquire 2,187,500 shares of Common
Stock from the Company. Interest accrues under the Convertible Note and is
payable on the conversion date. Unpaid accrued interest is convertible at the
holders option into shares of Common Stock at a conversion price of $1.25 per
share.

Pursuant to the Stock and Note Purchase Agreement and subject to
deferrals, in the event FCC approval is not obtained by December 31, 1993, the
Company has agreed to spin-off or otherwise divest itself of the LPTV Licenses
(the "Spin-Off Transaction"). Upon the Company' s receipt of FCC approval or
upon disapproval by the FCC and/or the consummation of the Spin- Off Transaction
the principal of the Convertible Note is automatically converted into the shares
of Common Stock underlying such Convertible Note. (A copy of the form of

-10-

<PAGE>

Convertible Note is attached as Exhibit A to the Stock and Note Purchase Shares
which is filed as Exhibit 6.)

The Company offered 62,554 shares of Common Stock and a $109,186 in
principal amount convertible note to Liberty, in accordance with the Company's
obligation to afford Liberty preemptive rights relating to the Company Purchased
Shares and the Convertible Note acquired by the Joint Venture.

Pursuant to a Registration Rights Agreement, dated August 24, 1993,
between the Joint Venture and the Company ("Registration Rights Agreement")
(copy filed as Exhibit 14), the Company granted to the Joint Venture certain
registration rights with respect to the Purchased Company Shares and the shares
underlying the Convertible Note.

The shares of Common Stock acquired by contribution from the Partnership
(2,834,908), by purchase from NVM (2,014,520) and by purchase from the Company
(2,187,500), (assuming conversion of the Convertible Note and issuance of the
Convertible Company Shares), will be held of record by the Joint Venture.

Item 7. Material to Be Filed as Exhibits

Exhibit 6 Stock and Note Purchase Agreement, dated as of August
24, 1993, between the Company and the Joint Venture.

Exhibit 7 Irrevocable Proxy, Right of Refusal and Tag-Along
Agreement, dated as of August 27, 1993, between VLW,
Wolfson and the Partnership, joined by the Joint Venture.

Exhibit 8 Irrevocable Proxy, Right of Refusal and Tag-Along
Agreement, dated as of August 27, 1993, between VHC, Mark
Blank, Andrew Blank, Tony Blank, Robert Puck and the
Partnership, joined by the Joint Venture.

Exhibit 9 Note Payment and Termination of Rights of Refusal
Agreement, dated August 27, 1993, between the Partnership,
VHC, VLW and NVM.

Exhibit 10 Stock Purchase Letter Agreement, dated August 27, 1993,
between NVM and the Joint Venture.

Exhibit 11 Form of Supplemental Letter Agreement between VLW,
Wolfson and the Partnership and including CEA

-11-

<PAGE>

Investors and shareholders of VLW and CEA Investors.

Exhibit 12 Form of Supplemental Letter Agreement between VHC, Mark
Blank, Andrew Blank, Tony Blank, Robert J. Puck and the
Partnership and including CEA Investors and shareholders
of VHC and CEA Investors.

Exhibit 13 Partnership Agreement, dated as of August 24, 1993,
between StarNet INT and the Partnership.

Exhibit 14 Registration Rights Agreement, dated August 24, 1993,
between the Company and the Joint Venture.

-12-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By: /s/ H.F. Lenfest By: /s/ Alan McGlade

As: President As: President

Dated: 9/13/93 Dated: 9/13/93

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 9/13/93 Dated: 9/13/93

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By: /s/ Alan McGlade

As: President

Dated: 9/13/93

-13-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

Thomas K. Pasch, Esquire
Hoyle, Morris & Kerr,
One Liberty Place, Suite 4900, 1650 Market Street
Philadelphia, PA 19103, (215) 981-5700
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

December 1 and 16, 1993
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

640,000

8. Shared voting power

10,365,622

9. Sole dispositive power

640,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,112,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

640,000

8. Shared voting power

10,365,622

9. Sole dispositive power

640,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,112,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

640,000

8. Shared voting power

10,365,622

9. Sole dispositive power

640,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,112,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

640,000

8. Shared voting power

10,365,622

9. Sole dispositive power

640,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,112,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,622

9. Sole dispositive power

10. Shared dispositive power

7,056,813

11. Aggregate amount beneficially owned by each reporting person

11,112,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

14 Type of reporting person

CO
<PAGE>

This Statement on Schedule l3D constitutes Amendment No. 3 ("Amendment")
to the Statement on Schedule l3D, dated July 28, 1993 (the "July Statement"), as
amended by Amendment No. 1 thereto, dated August 9, 1993 (the "August
Amendment") and as amended by Amendment No. 2 thereto, dated September 14, 1993
(the "September Amendment"; the July Statement as amended by the August
Amendment and the September Amendment is referred to as the "Original
Statement"). This Amendment is jointly filed by StarNet, Lenfest, LCI, McGlade
and StarNet INT (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").

This Amendment is filed to disclose the acquisition of control of the
Company by the Reporting Persons following approval of the Federal
Communications Commission ("FCC") and the acquisition by StarNet of Deferred
Payment Convertible Notes (the "Deferred Payment Convertible Notes"), which
Deferred Payment Convertible Notes are convertible into shares of the Company's
Common Stock. Items 7, 8, 9, 10, 11 and 13 of the cover pages filed herewith
have been amended to reflect numbers of shares of Common Stock as appropriate in
light of the amendments described below.

Except as specifically modified and amended by this Amendment No. 4, all
of the information in the Original Statement is hereby confirmed.

Items 7, 8, 9, 10, 11 and 13 of the cover pages filed herewith have been
amended to reflect numbers of shares of Common Stock as appropriate in light of
the amendments described below.

Item 2 of the Original Statement is hereby supplemented as follows:

Item 2. Identity and Background

<PAGE>

that the filing of this Amendment shall not be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Amendment other than the
shares of the Company's common stock issuable upon conversion of the Deferred
Payment Convertible Notes.

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

The Convertible Note purchased by the Joint Venture from the Company has
been converted into 1,500,000 shares of Common Stock at the conversion rate of
$.80 per share with respect to principal and 19,884 shares of Common Stock at
the conversion rate of $1.25 per share with respect to accrued interest, for an
aggregate of 1,519,884 shares of Common Stock.

In consideration for deferral of four (4) monthly payments of $200,000
each due to Digital Satellite Network ("DSN"), a division of StarNet, under the
satellite transponder Service Agreement (the "Service Agreement") dated August
24, 1993 between the Company and StarNet, the Company has as of December 1, 1993
agreed to issue to DSN four separate $200,000 Convertible Notes (the "Deferred
Payment Convertible Notes"), which will be dated as of September 1, October 1,
November 1 and December 1, 1993. The Deferred Payment Convertible Notes accrue
interest at 7% and are convertible in accordance with their terms, into shares
of the Company's Common Stock at the conversion rate of $1.25 per share as to
principal and accrued interest. A copy of the Service Agreement is filed as
Exhibit 15. A copy of the form of the September 1, 1993 Deferred Payment
Convertible Note is filed as Exhibit 16, which, except for the date thereof, is
identical in all material respects to each of the other Deferred Payment
Convertible Notes issued and issuable by the Company pursuant to the Service
Agreement.

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction

The principal purposes of the Joint Venture remain as set forth in Item
4 of the Original Statement. The Joint Venture obtained approval of the FCC for
the acquisition of control of the Company and all conditions as to the
effectiveness of such approval were met on December 16, 1993. In accordance with
the terms of the Convertible Note, the Convertible Note was automatically
converted on and as of December 16, 1993 and the

-2-

<PAGE>

Company issued 1,519,884 shares of Common Stock to the Joint Venture in exchange
for surrender and conversion of the Convertible Note as described in Item 3 and
Item 6 hereof.

Pursuant to the terms of the VLW Proxy Agreement, the Partnership
delivered written notice to Wolfson confirming December 16, 1993 as the Deferred
Proxy Effective Date of the Deferred VLW Proxy granted to the Partnership as to
727,647 shares of Common Stock. The Partnership now holds an irrevocable voting
proxy for an aggregate of 1,727,647 shares of Common Stock held of record by VLW
and Wolfson.

Pursuant to the terms of the VHC Proxy Agreement, the Partnership
delivered written notice to Mark Blank confirming December 16, 1993 as the
Deferred Proxy Effective Date of the Deferred VHC Proxy granted to the
Partnership as to 581,163 shares of Common Stock. The Partnership now holds an
irrevocable voting proxy for an aggregate of 1,581,163 shares of Common Stock
held of record of VHC and Mark Blank, Andrew Blank, Tony Bland and Robert J.
Puck, (together with BHC the "VHC Group").

The Joint Venture has the right, by ownership or proxy, to vote the
majority of the outstanding shares of Common Stock and therefore to elect all
directors of the Company.

Pursuant to resolutions previously adopted by the Board of Directors of
the Company, effective upon the conversion of the Convertible Note on and as of
December 16, 1993, the number of directors constituting the Board of Directors
has been fixed at seven (7) and H.F. Lenfest and Alan McGlade, designees of the
Joint Venture, were elected directors to fill the two vacancies and H.F. infest
was designated Chairman, J. Patrick Michaels, Jr. was designated Vice Chairman
and Alan McGlade was designated Acting Chief Executive Officer of the Company.

Shares of Common Stock issuable to StarNet in the event StarNet converts
principal or interest under the Deferred Payment Convertible Notes are not
subject to any agreement between StarNet and any of the Reporting Persons
relating to the voting or disposition of such shares.

The Reporting Persons reserve the right to, and may in the future,
change their purposes or plans with respect to their investment and/or proxies
for shares of Common Stock, including without limitation the acquisition of
additional shares of Common Stock. The Reporting Persons may seek voting proxies
from additional shareholders in connection with their purposes and plans or
otherwise. Except for the foregoing, as of the date of this Amendment, the
Reporting Persons have no present plans or proposals which relate to or would
result in any of the actions

-3-

<PAGE>

described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Original Statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

As described in Item 6 herein, the Partnership triggered the Deferred
Proxy Effective Date under the Deferred VLW Proxy granted with respect to
727,647 shares of Common Stock owned by VLW and Wolfson and the Deferred Proxy
Effective Date under the Deferred VHC Proxy granted with respect to 581,163
shares of Common Stock owned by the VHC Group.

The Joint Venture acquired by conversion of the Convertible Note
1,500,000 shares of Common Stock by conversion of $1,200,000 principal at the
rate of $.80 per share and 19,884 shares of Common Stock by conversion of
accrued interest under the Convertible Note at the rate of $1.25 per share, for
an aggregate of 1,519,884 shares of Common Stock.

Under the Deferred Payment Convertible Notes, StarNet has acquired the
right to acquire 640,000 shares of Common Stock by conversion of the aggregate
of $800,000 principal amount of such Deferred Payment Convertible Notes at the
rate of $1.25 per share and the right to acquire additional shares of Common
Stock upon conversion of accrued interest under such Deferred Payment
Convertible Notes at the rate of $1.25 per share.

StarNet has not agreed to vote the shares of the Common Stock issuable
upon conversion of the Deferred Payment Convertible Notes in accordance with the
determinations of the Joint Venture or the Partnership.

The Reporting Persons believe that the aggregate number of shares of
common stock of the Company issued and outstanding as of December 20, 1993 was
approximately 17,214,490.

(A) StarNet INT may be deemed to beneficially own 11,112,546 shares
of common stock, to have shared power to vote or to direct the
vote with respect to 10,345,622 shares of common stock to have
shared power to dispose or to direct the disposition with
respect to 7,056,812 shares of common stock and to have no
shares of common stock for which it has sole voting power or
sole dispositive power.

-4-

<PAGE>

(B) Lenfest, McGlade, LCI and StarNet may be deemed to beneficially
own 11,112,546 shares of common stock, to have sole power to
vote or to direct the vote with respect to 640,000 shares, to
have shared power to vote or to direct the vote with respect to
10,365,622 shares, to have sole power to dispose or to direct
the disposition of 640,000 shares and to have shared power to
dispose or to direct the disposition of 7,056,812 shares of
common stock.

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Liberty or by Liberty
Cable.

Item 6 of the original Statement is hereby amended and supplemented as
follows:

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

Pursuant to the VLW Proxy Agreement, the Partnership delivered written
notice after the date on which the FCC granted approval of the change of control
of the Company to the Joint Venture, which notice designated December 16, 1993
as the

-5-

<PAGE>

Deferred Proxy Effective Date with respect to 727,647 shares of Common Stock
owned by VLW and Wolfson.

Pursuant to the VHC Proxy Agreement, the Partnership delivered written
notice after the date on which the FCC granted approval of the change of control
of the Company to the Joint Venture, which notice designated December 16, 1993
as the Deferred Proxy Effective Date with respect to 581,163 shares of Common
Stock owned by the VHC Group.

Effective December 16, 1993, the Consulting Agreement dated August 24,
1993 between the Company and StarNet was terminated and the Management Agreement
dated as of August 19, 1993 between the Company and StarNet took effect.

Pursuant to previous resolutions approved by the Board of Directors of
the Company, H.F. Lenfest and Alan McGlade, designees of the Joint Venture, have
been elected to serve as members of the Board of Directors, H.F. Lenfest has
been designated Vice Chairman and Alan McGlade has been designated Acting Chief
Executive Officer of the Company.

The Company submitted notice to DSN of the Company's intention to defer
payments of $200,000 per month due to DSN under the Service Agreement for the
months of September, October, November and December of 1993. Upon receipt of the
initial notice, StarNet and the Company entered into discussions and
negotiations relating to proposed modification of the terms of the Deferred
Payment Convertible Notes issuable by the Company to StarNet. It was proposed,
among other things, that the conversion privilege under the Deferred Payment
Convertible Notes be modified by restricting the right of conversion until some
future date. On December 1, 1993 StarNet and the Company reached agreement as to
the terms of the Deferred Payment Convertible Notes to be issued by the Company
to StarNet. On December 1, 1993, the Company authorized issuance of the Deferred
Payment Convertible Notes dated as of September 1, 1993, October 1, 1993,
November 1, 1993 and December 1, 1993 which notes are to be issued, subject to
the purchase by Liberty of its proportionate share in the event it chooses to
exercise its pre-emptive rights, after the expiration of the notice period
provided by the Company to Liberty with respect to such pre-emptive rights. By
written notice dated December 1, 1993, the Company notified Liberty of its
opportunity to purchase up to 7.66% of each of the four Deferred Payment
Convertible Notes. If Liberty exercises its pre-emptive rights, a portion of the
Notes will be issued to Liberty for a purchase price equal to the proportionate
principal of the notes acquired by Liberty and the Reporting Persons believe
such cash proceeds will be used by the Company as a

-6-

<PAGE>

partial payment to StarNet of amounts due under the Service Agreement.

Under the terms of each Deferred Payment Convertible Note, the Company
must commence payment on the third anniversary of the respective Deferred
Payment Convertible Note in thirty (30) equal monthly installments plus interest
on each installment. The Company must give notice of its intention to make
prepayments of all or a portion of principal and accrued interest on the
Deferred Payment Convertible Note and the holder may elect to receive such
prepayment in Common Stock at the conversion rate of $1.25 per share. The holder
of any Deferred Payment Convertible Note may convert all (but not less than all)
of the principal and accrued interest at the conversion rate of $1.25 per share
at any time prior to the third anniversary of such note, so long as (i) the
prior approval of the FCC has been obtained or is not required and/or (ii) no
filing under the Hart- Scott Rodino Act is required, or if required, the waiting
period has expired without objection by the Federal Trade Commission or the
Department of Justice or early termination has been granted with respect to such
a filing.

Pursuant to the terms of the Stock and Note Purchase Agreement and the
automatic conversion of the Convertible Note on and as of December 16, 1993, the
Joint Venture has acquired 1,500,000 shares of Common Stock by conversion of
$1,200,000 of principal at the conversion price of $.80 per share and the Joint
Venture has acquired 19,884 shares of Common Stock by conversion of accrued
interest under the Convertible Note at the conversion price of $1.25 per share,
for an aggregate number of 1,519,884 shares of Common Stock. See copy of
transmittal letter from the Joint Venture to the Company filed as Exhibit 17.
Liberty previously waived its pre-emptive rights with respect to the Company's
issuance of the Convertible Note.

Except as specifically modified, amended or supplemented by this
Amendment No. 3, all of the information in the Original Statement is hereby
confirmed.

Item 7. Material to Be Filed as Exhibits

Exhibit 15 Service Agreement dated August 24, 1993 between Digital
Satellite Networks, a division of StarNet, Inc., and the
Company.

Exhibit 16 Form of $200,000 Convertible Promissory Note, dated as
of September 1, 1993 issued by the Company to Digital
Satellite Networks, a division of StarNet, Inc., which
note is

-7-

<PAGE>

identical in all material respects to each Convertible
Promissory Note that may be issued by the Company pursuant
to the Service Agreement.

Exhibit 17 Transmittal letter from the Joint Venture to the
Company dated December 16, 1993 relating to the conversion
of the $1,200,000 Convertible Note.

-8-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 12/20/93 Dated: 12/20/93

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 12/20/93 Dated:

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 12/20/93

-9-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

January 1, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

800,000

8. Shared voting power

10,365,622

9. Sole dispositive power

800,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,272,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.6%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

800,000

8. Shared voting power

10,365,622

9. Sole dispositive power

800,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,272,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.6%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

800,000

8. Shared voting power

10,365,622

9. Sole dispositive power

800,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,272,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.6%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

800,000

8. Shared voting power

10,365,622

9. Sole dispositive power

800,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,272,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.6%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,622

9. Sole dispositive power

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,272,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.6%

14 Type of reporting person

CO
<PAGE>

This Statement on Schedule 13D constitutes Amendment No. 4 ("Amendment")
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"), and as amended by Amendment No. 2 thereto, dated September 14, 1993
(the "September Amendment"), and as amended by Amendment No. 3 thereto, filed
December 21, 1993 (the "December Statement"; the July Statement as amended by
the August Amendment, the September Amendment and the December Amendment is
referred to as the "Original Statement"). This Amendment is jointly filed by
StarNet, Lenfest, LCI, McGlade and StarNet INT (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 is filed to disclose the acquisition by StarNet of a
"Deferred Payment Convertible Note" (as defined herein) convertible into shares
of the Company's Common Stock. Items 7, 9, Il and 13 of the cover pages filed
herewith have been amended to reflect numbers of shares of Common Stock as
appropriate in light of the amendments described below.

Except as specifically modified, amended or supplemented by this
Amendment No. 4, all of the information in the Original Statement is hereby
confirmed.

Item 2 of the Original Statement is hereby supplemented as follows:

Item 2. Identity and Background

Each of the Reporting Persons, other than StarNet, expressly declares
that the filing of this Amendment shall not be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Amendment. StarNet expressly
declares that the filing of this Amendment shall not be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this Amendment other than
the shares of the Company's common stock issuable upon conversion of the
Deferred Payment Convertible Notes.

<PAGE>

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

In consideration for deferral of the monthly payment of $200,000 due in
January, 1994 to Digital Satellite Network ("DSN"), a division of StarNet, under
the satellite transponder Service Agreement (the "Service Agreement"), dated
August 24, 1993, between the Company and StarNet, the Company as of January 1,
1994 issued to DSN a $200,000 Convertible Note (the "January 1, 1994 Deferred
Payment Convertible Note"). Each of the Deferred Payment Convertible Notes
("Deferred Payment Convertible Notes") issued and issuable under the Service
Agreement accrue interest at the prime rate as listed on the first business day
of the month in which such notes are issued in the Wall Street Journal plus one
percent (1%) and are convertible in accordance with their terms into shares of
the Company's Common Stock at the conversion rate of $1.25 per share as to
principal and accrued interest. A copy of the Service Agreement was filed as
Exhibit 15 to Amendment No. 3. A copy of the form of September 1, 1993 Deferred
Payment Convertible Note filed as Exhibit 16 to Amendment No. 3, except for the
date thereof and variations in the interest rate, if any, is identical in all
material respects to the January 1, 1994 Deferred Payment Convertible Note and
each of the Deferred Payment Convertible Notes issued and issuable by the
Company pursuant to the Service Agreement.

Item 5 of the Original Statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

Under the January 1, 1994 Deferred Payment Convertible Note, StarNet has
acquired the right to acquire 160,000 shares of Common Stock by conversion of
the principal amount of such Deferred Payment Convertible Note at the rate of
$1.25 per share and the right to acquire additional shares of Common Stock upon
conversion of accrued interest under such Deferred Payment Convertible Note at
the rate of $1.25 per share.

The Reporting Persons believe that the aggregate number of shares of
Common Stock of the Company issued and outstanding as of January 10, 1994 is
approximately 17,214,490.

(A) StarNet INT may be deemed to beneficially own 11,272,546 shares
of common stock, to have shared power to vote or to direct the
vote with respect to 10,345,622 shares of common stock to have

-2-

<PAGE>

shared power to dispose or to direct the disposition with
respect to 7,056,812 shares of common stock and to have no
shares of common stock for which it has sole voting power or
sole dispositive power.

(B) Lenfest, McGlade, LCI and StarNet may be deemed to beneficially
own 11,272,546 shares of common stock, to have sole power to
vote or to direct the vote with respect to 800,000 shares, to
have shared power to vote or to direct the vote with respect to
10,365,622 shares, to have sole power to dispose or to direct
the disposition of 800,000 shares and to have shared power to
dispose or to direct the disposition of 7,056,812 shares of
common stock.

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Liberty or by Liberty
Cable.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

-3-

<PAGE>

The Company submitted notice to DSN of the Company's intention to defer
payment of $200,000 due to DSN under the Service Agreement for the month of
January 1994. The January 1, 1994 Deferred Payment Convertible Note will be
issued to DSN, subject to the purchase by Liberty of its proportionate share in
the event it chooses to exercise its pre-emptive rights, after the expiration of
the notice period provided by the Company to Liberty with respect to such
pre-emptive rights. The Company has notified Liberty of its opportunity to
purchase up to 7% of the January 1, 1994 Deferred Payment Convertible Note. If
Liberty exercises its pre-emptive rights, a portion of the Notes will be issued
to Liberty for a purchase price equal to the proportionate principal of the
notes acquired by Liberty and the Reporting Persons believe such cash proceeds
will be used by the Company as a partial payment to StarNet of amounts due under
the Service Agreement.

Under the terms of each Deferred Payment Convertible Note, the company
must commence payment on the third anniversary of the respective Deferred
Payment Convertible Note in thirty (30) equal monthly installments plus interest
on each installment. The Company must give notice of its intention to make
prepayments of all or a portion of principal and accrued interest on any
Deferred Payment Convertible Note and the holder may elect to receive such
prepayment in Common Stock at the conversion rate of $1.25 per share. The holder
of any Deferred Payment Convertible Note may convert all (but not less than all)
of the principal and accrued interest at the conversion rate of $1.25 per share
at any time prior to the third anniversary of such note, so long as (i) the
prior approval of the FCC has been obtained or is not required and/or (ii) no
filing under the Hart- Scott Rodino Act is required, or if required, the waiting
period has expired without objection by the Federal Trade Commission or the
Department of Justice or early termination has been granted with respect to such
a filing.

-4-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 1/12/94 Dated: 1/12/94

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 1/12/94 Dated: 1/12/94

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 1/12/94

-5-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

February 1, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

960,000

8. Shared voting power

10,365,622

9. Sole dispositive power

960,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,432,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

960,000

8. Shared voting power

10,365,622

9. Sole dispositive power

960,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,432,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

961,000

8. Shared voting power

10,365,622

9. Sole dispositive power

961,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,433,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

960,000

8. Shared voting power

10,365,622

9. Sole dispositive power

960,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,432,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,622

9. Sole dispositive power

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,432,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

CO
<PAGE>

This Statement on Schedule 13D constitutes Amendment No. 5 ("Amendment")
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"), and as amended by Amendment No. 2 thereto, dated September 14, 1993
(the "September Amendment"), and as amended by Amendment No. 3 thereto, filed
December 21, 1993 (the "December Statement") as amended by Amendment No. 4
thereto, dated January 12, 1994 (the January Statement; the July Statement as
amended by the August Amendment, the September Amendment, the December Amendment
and the January Statement is referred to as the "Original Statement"). This
Amendment is jointly filed by StarNet, Lenfest, LCI, McGlade and StarNet INT
(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 is filed to disclose the acquisition by StarNet of a
"Deferred Payment Convertible Note" (as defined herein) convertible into shares
of the Company's Common Stock. Items 7, 9, 11 and 13 of the cover pages filed
herewith have been amended to reflect numbers of shares of Common Stock as
appropriate in light of the amendments described below.

Except as specifically modified, amended or supplemented by this
Amendment No. 5, all of the information in the Original Statement is hereby
confirmed.

Item 2 of the Original Statement is hereby supplemented as follows:

Item 2. Identity and Background

<PAGE>

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

In consideration for deferral of the monthly payment of $200,000 due in
February, 1994 to Digital Satellite Network ("DSN"), a division of StarNet,
under the satellite transponder Service Agreement (the "Service Agreement"),
dated August 24, 1993, between the Company and StarNet, the Company has
represented that it intends to issue to DSN as of February 1, 1994 a $200,000
Convertible Note (the "February 1, 1994 Deferred Payment Convertible Note"). See
Item 6, below. Each of the Deferred Payment Convertible Notes ("Deferred Payment
Convertible Notes") issued and issuable under the Service Agreement accrue
interest at the prime rate as listed on the first business day of the month in
which such notes are issued in the Wall Street Journal plus one percent (1%) and
are convertible in accordance with their terms into shares of the Company's
Common Stock at the conversion rate of $1.25 per share as to principal and
accrued interest. A copy of the Service Agreement was filed as Exhibit 15 to
Amendment No. 3. A copy of the form of September 1, 1993 Deferred Payment
Convertible Note filed as Exhibit 16 to Amendment No. 3, except for the date
thereof and variations in the interest rate, if any, is identical in all
material respects to the February 1, 1994 Deferred Payment Convertible Note and
each of the Deferred Payment Convertible Notes issued and issuable by the
Company pursuant to the Service Agreement.

Item 5 of the Original Statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

Under the February 1, 1994 Deferred Payment Convertible Note, StarNet
has acquired the right to acquire 160,000 shares of Common Stock by conversion
of the principal amount of such Deferred Payment Convertible Note at the rate of
$1.25 per share and the right to acquire additional shares of Common Stock upon
conversion of accrued interest under such Deferred Payment Convertible Note at
the rate of $1.25 per share.

The Reporting Persons believe that the aggregate number of shares of
Common Stock of the Company issued and outstanding as of February 1, 1994 is
approximately 17,214,490.

(A) StarNet INT may be deemed to beneficially own 11,432,546 shares
of common stock, to have shared power to vote or to direct the
vote with respect to 10,345,622 shares of common stock to have

-2-

<PAGE>

(B) Lenfest, LCI and StarNet may be deemed to beneficially own
11,432,546 shares of common stock, to have sole power to vote or
to direct the vote with respect to 960,000 shares, to have
shared power to vote or to direct the vote with respect to
10,365,622 shares, to have sole power to dispose or to direct
the disposition of 960,000 shares and to have shared power to
dispose or to direct the disposition of 7,056,812 shares of
common stock.

(C) McGlade may be deemed to beneficially own 11,433,546 shares of
common stock, to have sole to vote or to direct the vote with
respect power to 961,000 shares, to have shared power to vote or
to direct the vote with respect to 10,365,622 shares, to have
sole power to dispose or to direct the disposition of 961,000
shares and to have shared power to dispose or to direct the
disposition of 7,056,812 shares of common stock.

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Liberty or by Liberty
Cable.

-3-

<PAGE>

Reporting Persons that Liberty and Liberty Cable disclaim participation in the
group and any beneficial ownership of the shares of the Common Stock of the
Company to be acquired by the Joint Venture or by StarNet.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

The Company submitted notice to DSN of the Company's intention to defer
payment of $200,000 due to DSN under the Service Agreement for the month of
February 1994. The February 1, 1994 Deferred Payment Convertible Note will be
issued to DSN, subject to the purchase by Liberty of its proportionate share in
the event it chooses to exercise its pre-emptive rights, after the expiration of
the notice period provided by the Company to Liberty with respect to such
pre-emptive rights. The Company has notified Liberty of its opportunity to
purchase up to 7% of the February 1, 1994 Deferred Payment Convertible Note. If
Liberty exercises its pre-emptive rights, a portion of the Notes will be issued
to Liberty for a purchase price equal to the proportionate principal of the
notes acquired by Liberty and the Reporting Persons believe such cash proceeds
will be used by the Company as a partial payment to StarNet of amounts due under
the Service Agreement.

Under the terms of each Deferred Payment Convertible Note, the Company
must commence payment on the third anniversary of the respective Deferred
Payment Convertible Note in thirty (30) equal monthly installments plus interest
on each installment. The Company must give notice of its intention to make
prepayments of all or a portion of principal and accrued interest on any
Deferred Payment Convertible Note and the holder may elect to receive such
prepayment in Common Stock at the conversion rate of $1.25 per share. The holder
of any Deferred Payment Convertible Note may convert all (but not less than all)
of the principal and accrued interest at the conversion rate of $1.25 per share
at any time prior to the third anniversary of such note, so long as (i) the
prior approval of the FCC has been obtained or is not required and/or (ii) no
filing under the Hart- Scott Rodino Act is required, or if required, the waiting
period has expired without objection by the Federal Trade Commission or the
Department of Justice or early termination has been granted with respect to such
a filing.

-4-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 2/10/94 Dated: 2/10/94

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 2/10/94 Dated: 2/10/94

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 2/10/94

-5-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

February 11, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

960,000

8. Shared voting power

10,365,622

9. Sole dispositive power

960,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,432,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

960,000

8. Shared voting power

10,365,622

9. Sole dispositive power

960,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,432,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

961,000

8. Shared voting power

10,365,622

9. Sole dispositive power

961,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,433,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

960,000

8. Shared voting power

10,365,622

9. Sole dispositive power

960,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,432,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,622

9. Sole dispositive power

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,432,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

62.9%

14 Type of reporting person

CO
<PAGE>

This Statement on Schedule 13D constitutes Amendment No. 6 ("Amendment")
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"), and as amended by Amendment No. 2 thereto, dated September 14, 1993
(the "September Amendment"), and as amended by Amendment No. 3 thereto, filed
December 21, 1993 (the "December Statement"), as amended by Amendment No. 4
thereto, dated January 12, 1994 (the January Statement") as amended by Amendment
No. 5 thereto, dated February 7, 1994 (the February Statement; the July
Statement as amended by the August Amendment, the September Amendment, the
December Amendment, the January Statement and the February Statement is referred
to as the "Original Statement"). This Amendment is jointly filed by StarNet,
Lenfest, LCI, McGlade and StarNet INT (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 is filed to disclose the agreement in principle of
StarNet/CEA II Partners (the "Joint Venture") to purchase additional shares of
Common Stock pursuant to a rights offering proposed to be conducted by the
Company, as further described in Item 6, below, and to disclose certain other
agreements in principle reached by the Joint Venture and its partners, CEA
Investors Partnership II, Ltd. ("CEA II, Ltd.") and StarNet INT, with Island
Pictures, a division of Island Trading Company ("Island"). Items 7, 8, 9, 10, 11
and 13 of the cover pages filed herewith do not reflect shares of Common Stock
which may be purchased by the Joint Venture in the event the Company commences
the rights offering.

Except as specifically modified, amended or supplemented by this
Amendment No. 6, all of the information in the Original Statement is hereby
confirmed.

Item 2 of the Original Statement is hereby supplemented as follows:

Item 2. Identity and Background

<PAGE>

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

The Common Stock proposed to be issued pursuant to the Proposed Offering
(as that term is defined herein) is contemplated to be issued at $2.00 per
share. If and to the extent that such Common Stock is purchased by the Joint
Venture, the Joint Venture will pay the purchase price therefor from working
capital, through additional capital contributions from CEA II, Ltd. and StarNet
INT, the partners of the Joint Venture.

If it is required to advance funds to the Joint Venture, StarNet INT
anticipates that it will obtain an interest bearing loan of up to $2,000,000
from LCI, its indirect parent corporation, and would advance such funds as an
additional capital contribution to the Joint Venture. The source of funds of LCI
used in making any such loan will be from working capital.

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction

The principal purposes of the Joint Venture and the Reporting Persons
remain as set forth in Item 4 of the Original Statement. As described in Item 6
herein, the Joint Venture has agreed to acquire its pro rata portion of Common
Stock to be offered in the Proposed Offering plus all shares of Common Stock
that are not purchased by the other shareholders of the Company in the Proposed
Offering. As described in Item 6, the Joint Venture, CEA II, Ltd. and StarNet
INT have agreed in principle to grant certain Tag Along Rights (as defined
herein) to Island in exchange for reciprocal tag along rights from Island
relating to the proposed sale of shares of Common Stock held by such parties or
the proposed sale of interests in the Joint Venture, CEA II, Ltd. or StarNet
INT. The Joint Venture has agreed in principle to vote its shares of the
Company's Common Stock to elect as a director of the Company a designee of
Island.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

-2-

<PAGE>

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

As reported in the Form 8-K filed by the Company on or about February
22, 1994, the Company has reached an agreement in principle with Island for the
sale to Island of 2,500,000 shares of Common Stock and options to purchase an
additional 2,500,000 shares of Common Stock, for an aggregate purchase price of
$5,000,000 (the "Island Transaction"). The Company has reported in its Form 8-K
that the consummation of the Island Transaction is subject to the negotiation of
definitive agreements.

In connection with the Island Transaction, the Company has also reported
in the Form 8-K that it intends to offer rights to purchase 2,000,000 shares of
Common Stock for $2.00 per share on a pro rata basis to the holders of record of
Common Stock as of a record date which has to yet been determined (the "Proposed
Offering"). The Company has reported that if the Proposed Offering is
undertaken, the shares of Common Stock issuable in the Proposed Offering will be
registered pursuant to the Securities Act of 1933, as amended.

The Joint Venture has agreed in principle to purchase its pro rata
portion of shares of Common Stock offered in the Proposed Offering, plus all
shares of Common Stock that are not purchased by the other shareholders in the
Proposed Offering. The Joint Venture, CEA II, Ltd. and StarNet INT have further
agreed in principal to grant to Island, under certain circumstances in which
shares of Common Stock held by the Joint Venture, or interests in the Joint
Venture, CEA II, Ltd. or StarNet INT are to be sold, the right ("Tag Along
Rights") to include a proportionate number of Island's shares of Common Stock in
such sale on the same terms and conditions on which the Joint Venture proposes
to sell its Common Stock or the appropriate party proposes to sell its interests
in the Joint Venture CEA II, Ltd. or StarNet INT.

The Reporting Persons will require that reciprocal "tag along" rights be
granted by Island to the Joint Venture, CEA II, Ltd. and StarNet INT covering
the sale by Island of any of the shares of Common Stock acquired by Island in
connection with the Island Transaction, effective at the sooner to occur of (i)
the date on which Island exercises options acquired in the Island Transaction to
purchase 500,000 shares of Common Stock at $2.00 per share, which options are
reported by the Company in its Form 8-K referred to above to be exercisable for
a period of one year from the closing of the Island Transaction, or (ii) one
year from the closing of the Island Transaction.

-3-

<PAGE>

In connection with its agreements in principle with Island, the Joint
Venture has agree to vote its shares of Common Stock to elect as a director of
the Company a designee of Island.

The consummation of the agreements in principle between Island and the
Joint Venture, CEA II, Ltd. and StarNet INT is subject to the consummation of
the Island Transaction and to the execution of definitive agreements among such
parties.

It is not known at this date what proportion of the Common Stock offered
in the Proposed Offering will ultimately be purchased by the Joint Venture, and,
accordingly it is not known at this date the extent to which such purchase may
affect the beneficial ownership of the Common Stock with respect to each
Reporting Person. If the Joint Venture purchases solely its pro rata interest in
the Proposed Offering, based on the percentage of the Company's outstanding
Common Stock held of record by the Joint Venture at the date hereof, the Joint
Venture would purchase approximately 819,800 share of such Common Stock at an
aggregate purchase price of $1,639,600 (or $2.00 per share). If none of the
other shareholders of the Company purchase any shares of such Common Stock in
the Proposed Offering, the Joint Venture has agreed to purchase all 2,000,000
shares to be offered by the Company in the Proposed Offering at an aggregate
purchase price of $4,000,000 (or $2.00 per share).

-4-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 2/23/94 Dated: 2/23/94

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 2/23/94 Dated: 2/23/94

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 2/23/94

-5-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

March 1, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,120,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,120,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,593,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

63.2%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,120,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,120,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,593,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

63.2%

14 Type of reporting person

CO
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,121,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,121,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,593,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

63.2%

14 Type of reporting person

IN
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,120,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,120,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,593,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

63.2%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,622

9. Sole dispositive power

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,593,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

63.2%

14 Type of reporting person

<PAGE>

This Statement on Schedule 13D constitutes Amendment No. 7 ("Amendment")
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"), and 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 Statement"), as amended by Amendment No. 4
thereto, dated January 12, 1994 (the January Statement); as amended by Amendment
No. 5 thereto, dated February 10, 1994 and Amendment No. 6 thereto, dated
February 23, 1994 (collectively the "February Statements"; the July Statement,
as amended by the August Amendment, the September Amendment, the December
Amendment, the January Statement and the February Statements, is referred to as
the "Original Statement"). This Amendment is jointly filed by StarNet, Lenfest,
LCI, McGlade and StarNet INT (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 is filed to disclose the acquisition by StarNet of a
"Deferred Payment Convertible Note" (as defined herein) convertible into shares
of the Company's Common Stock and the acquisition by CEA Investors Partnership
II, Ltd., a general partner with StarNet INT of the Joint Venture, of a right to
acquire all or a part of 85,000 shares of Common Stock from Venture LW
Corporation ("VLW").

Items 7, 9, 11 and 13 of the cover pages filed herewith have been
amended to reflect numbers of shares of Common Stock as appropriate in light of
the amendments described below.

Except as specifically modified, amended or supplemented by this
Amendment No. 7, all of the information in the Original Statement is hereby
confirmed.

Item 2 of the Original Statement is hereby supplemented as follows:

Item 2. Identity and Background

<PAGE>

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

In consideration for deferral of the monthly payment of $200,000 due in
March, 1994 to Digital Satellite Network ("DSN"), a division of StarNet, under
the satellite transponder Service Agreement (the "Service Agreement"), dated
August 24, 1993, between the Company and StarNet, the Company has represented
that it intends to issue to DSN as of March 1, 1994 a $200,000 Convertible Note
(the "March 1, 1994 Deferred Payment Convertible Note"). See Item 6, below. Each
of the Deferred Payment Convertible Notes ("Deferred Payment Convertible Notes")
issued and issuable under the Service Agreement accrue interest at the prime
rate as listed on the first business day of the month in which such notes are
issued in the Wall Street Journal plus one percent (1%) and are convertible in
accordance with their terms into shares of the Company's Common Stock at the
conversion rate of $1.25 per share as to principal and accrued interest. A copy
of the Service Agreement was filed as Exhibit 15 to Amendment No. 3. A copy of
the form of September 1, 1993 Deferred Payment Convertible Note filed as Exhibit
16 to Amendment No. 3, except for the date thereof and variations in the
interest rate, if any, is identical in all material respects to the March 1,
1994 Deferred Payment Convertible Note and each of the Deferred Payment
Convertible Notes issued and issuable by the Company pursuant to the Service
Agreement.

Item 5 of the Original Statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

Under the March 1, 1994 Deferred Payment Convertible Note, StarNet has
acquired the right to acquire 160,000 shares of Common Stock by conversion of
the principal amount of such Deferred Payment Convertible Note at the rate of
$1.25 per share and the right to acquire additional shares of Common Stock upon
conversion of accrued interest under such Deferred Payment Convertible Note at
the rate of $1.25 per share.

-2-

<PAGE>

The Reporting Persons believe that the aggregate number of shares of
Common Stock of the Company issued and outstanding as of March 9, 1994 is
approximately 17,214,490.

(A) StarNet INT may be deemed to beneficially own 11,593,546 shares
of common stock, to have shared power to vote or to direct the
vote with respect to 10,365,622 shares of common stock to have
shared power to dispose or to direct the disposition with
respect to 7,056,812 shares of common stock and to have no
shares of common stock for which it has sole voting power or
sole dispositive power.

(B) Lenfest, LCI and StarNet may be deemed to beneficially own
11,593,546 shares of common stock, to have sole power to vote or
to direct the vote with respect to 1,120,000 shares, to have
shared power to vote or to direct the vote with respect to
10,365,622 shares, to have sole power to dispose or to direct
the disposition of 1,120,000 shares and to have shared power to
dispose or to direct the disposition of 7,056,812 shares of
common stock.

(C) McGlade may be deemed to beneficially own 11,593,546 shares of
common stock, to have sole power to vote or to direct the vote
with respect to 1,121,000 shares, to have shared power to vote
or to direct the vote with respect to 10,365,622 shares, to have
sole power to dispose or to direct the disposition of 1,121,000
shares and to have shared power to dispose or to direct the
disposition of 7,056,812 shares of common stock.

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Liberty or by Liberty
Cable.

-3-

<PAGE>

On February 28, 1994 VLW delivered notice to the Partnership of VLW's
intention to sell under Rule 144 up to 85,000 shares of Common Stock at a
minimum price of $3.00 to per share. Such shares of Common Stock may be deemed
beneficially owned by the Joint Venture and the Reporting Persons pursuant to a
right of first refusal granted by the VLW Group to the Partnership in the VLW
Proxy Agreement, which right to acquire is described in Item 6 herein. The
Partnership declined to exercise this right. If all or part of the 85,000 shares
are subsequently sold by VLW to a third party, the shares so sold would no
longer be subject to the VLW Proxy Agreement. Accordingly, none of the Joint
Venture and the Reporting Persons would after such sale have any beneficial
interest therein.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

The Company submitted notice to DSN of the Company's intention to defer
payment of $200,000 due to DSN under the Service Agreement for the month of
March 1994. The March 1, 1994 Deferred Payment Convertible Note will be issued
to DSN, subject to the purchase by Liberty of its proportionate share in the
event it chooses to exercise its pre-emptive rights, after the expiration of the
notice period provided by the Company to Liberty with respect to such preemptive
rights. The Company has notified Liberty of its opportunity to purchase up to 7%
of the March 1, 1994 Deferred Payment Convertible Note. If Liberty exercises its
pre-emptive rights, a portion of the Notes will be issued to Liberty for a
purchase price equal to the proportionate principal of the notes acquired by
Liberty and the Reporting Persons believe such cash proceeds will be used by the
Company as a partial payment to StarNet of amounts due under the Service
Agreement.

-4-

<PAGE>

Under the terms of each Deferred Payment Convertible Note, the Company
must commence payment on the third anniversary of the respective Deferred
Payment Convertible Note in thirty (30) equal monthly installments plus interest
on each installment. The Company must give notice of its intention to make
prepayments of all or a portion of principal and accrued interest on any
Deferred Payment Convertible Note and the holder may elect to receive such
prepayment in Common Stock at the conversion rate of $1.25 per share. The holder
of any Deferred Payment Convertible Note may convert all (but not less than all)
of the principal and accrued interest at the conversion rate of $1.25 per share
at any time prior to the third anniversary of such note, so long as (i) the
prior approval of the FCC has been obtained or is not required and/or (ii) no
filing under the Hart- Scott Rodino Act is required, or if required, the waiting
period has expired without objection by the Federal Trade Commission or the
Department of Justice or early termination has been granted with respect to such
a filing.

On February 28, 1994 VLW delivered notice to the Partnership of VLW's
intention to sell under Rule 144 up to 85,000 shares of Common Stock at a
minimum price of $3.00 to per share. Under the terms of the VLW Proxy Agreement,
this notice gave the Partnership or its designee (initially the Joint Venture)
the right to acquire all or part of such 85,000 shares at a purchase price of
$3.00 per share, which shares are currently subject to an irrevocable voting
proxy granted by VLW in favor of the Partnership. The Partnership declined to
exercise the right to acquire any of the 85,000 shares. If all or part of the
85,000 shares are subsequently sold by VLW to a third party, the shares so sold
would no longer be subject to the VLW Proxy Agreement. Accordingly, none of the
Joint Venture and the Reporting Persons would, after such sale, have any
beneficial interest therein. However, if VLW desires to sell under Rule 144 such
shares of Common Stock prior to June 11, 1994 at a price of less than $3.00 per
share, VLW must again by the terms of the VLW Proxy Agreement grant the
Partnership the right to acquire all or part of the shares of Common Stock
proposed to be sold.

-5-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 3/9/94 Dated: 3/9/94

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 3/9/94 Dated: 3/9/94

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 3/9/94

-6-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

May 1, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,440,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,440,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,878,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.1%

14 Type of reporting person

CO
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,440,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,440,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,878,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.1%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,441,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,441,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,878,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.1%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,440,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,440,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,878,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.1%

14 Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,622

9. Sole dispositive power

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

11,878,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.1%

14 Type of reporting person

CO
<PAGE>

This Statement on Schedule 13D constitutes Amendment No. 8 ("Amendment")
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"), and 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 Statement"), as amended by Amendment No. 4
thereto, dated January 12, 1994 (the January Statement); 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 Statements"); and
as amended by Amendment No. 7 thereto, dated March 9, 1994 (the "March
Statement"; the July Statement, as amended by the August Amendment, the
September Amendment, the December Amendment, the January Statement, the February
Statements and the March Statement 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"), Alan McGlade
("McGlade") and StarNet Interactive Entertainment, Inc. ("StarNet INT"; StarNet,
LCI, Lenfest, McGlade 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 is filed to disclose the acquisition by StarNet of two
"Deferred Payment Convertible Notes" (as defined herein) convertible into shares
of the Company's Common Stock, the agreement between the Company and StarNet/CEA
II Partners (the "Joint Venture") relating to the purchase of unpurchased shares
to be offered by the Company in a proposed rights offering (the "Rights
Offering," as more fully described in Item 6 hereof), certain agreements between
Island Trading Company, Inc. ("Island"), the Company, the Joint Venture, CEA
Investors Partnership II, Ltd. ("CEA II Ltd." or the "Partnership"), StarNet
INT, and certain changes in the Board of Directors.

Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original Statement is hereby confirmed.

Items 7, 8, 9, 10, 11 and 13 of the cover pages filed herewith have been
amended to reflect numbers of shares of Common Stock as appropriate in light of
the amendments described below, except that such items do not reflect shares of
Common Stock

<PAGE>

which may be purchased by the Joint Venture in the event the Company commences
the Rights Offering.

Item 2 of the Original Statement is hereby amended and supplemented as
follows:

Item 2. Identity Background

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

In consideration for deferral of the monthly payment of $200,000 due in
April 1994 and $200,000 due in May 1994 to Digital Satellite Network ("DSN"), a
division of StarNet, under the satellite transponder Service Agreement (the
"Service Agreement"), dated August 24, 1993, between the Company and StarNet,
the Company, as of April 1, 1994, issued to DSN a $200,000 Convertible Note (the
"April 1, 1994 Deferred Payment Convertible Note") as has represented that it
intends to issue to DSN as of May 1, 1994 a $200,000 Convertible Note (the "May
1, 1994 Deferred Payment Convertible Note"). See Item 6, below. Each of the
Deferred Payment Convertible Notes ("Deferred Payment Convertible Notes") issued
and issuable under the Service Agreement accrue interest at the prime rate as
listed on the first business day of the month in which such notes are issued in
the Wall Street Journal plus one percent (1%) and are convertible in accordance
with their terms into shares of the Company's Common Stock at the conversion
rate of $1.25 per share as to principal and accrued interest. A copy of the
Service Agreement was filed as Exhibit 15 to Amendment No. 3. A copy of the form
of September 1, 1993 Deferred Payment Convertible Note filed as Exhibit 16 to
Amendment No. 3, except for the date thereof and variations in the interest
rate, if any, is identical in all material respects to the April 1 and May 1,
1994 Deferred Payment Convertible Note and each of the Deferred Payment
Convertible

-2-

<PAGE>

Notes issued and issuable by the Company pursuant to the Service Agreement.

The Company has reported in its Form 8-K filed on or about April 26,
1994 that it intends to proceed with the Rights Offering (as that term is
defined herein) of 2,000,000 shares of Common Stock for $2.00 per share. The
source and amount of funds and other consideration for the Reporting Persons
remains as disclosed in Item 3 of Amendment No. 6.

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction

The principal purposes of the Reporting Persons remain as set forth in
Item 4 of the Original Statement. As described in Item 6 herein, the Joint
Venture has agreed to subscribe for and purchase any and all of 2,000,000 shares
of Common Stock not purchased by the other shareholders of the Company in the
Rights Offering.

As described in Item 6, the Joint Venture, StarNet INT, and CEA II, Ltd.
have agreed to grant certain Tag Along Rights (as defined herein) to Island in
exchange for reciprocal tag along rights from Island relating to the proposed
sale of shares of Common Stock held by such parties or the proposed sale of
interests in the Joint Venture, StarNet INT or CEA II, Ltd.

As reported by the Company in the Form 8-K: Christopher Blackwell
("Blackwell"), a consultant to Island, was appointed to the Board of Directors
on April 21, 1994, pursuant to the Stock Purchase Agreement between the Company
and Island; Mr. Blackwell filled the vacancy created by Joseph V. Furfaro's
resignation; and Blackwell and H.F. Lenfest, the Chairman of the Board, will be
appointed to the Executive Committee of the Board. The Executive Committee is to
include J. Patrick Michaels, Jr., the Vice Chairman of the Board and the
Company's Acting President and Acting Chief Operating Officer. Leonard Sokolow
and Jules Haimovitz resigned as members of the Executive Committee but continue
to serve as directors. Under the "Tag Along Agreement" (as defined herein) the
Joint Venture has agreed to use its best efforts to cause the nomination and
election to the Board of Directors of the Company of one designee of Island
reasonably acceptable to the Joint Venture (it was acknowledged that Blackwell
is acceptable) and will vote the shares of Common Stock held of record by the
Joint Venture for the election of such Island designee to the Board of
Directors.

-3-

<PAGE>

Item 5 of the Original Statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

Under the April 1, 1994 Deferred Payment Convertible Note, StarNet has
acquired the right to acquire 160,000 shares of Common Stock by conversion of
the principal amount of such Deferred Payment Convertible Note at the rate of
$1.25 per share and the right to acquire additional shares of Common Stock upon
conversion of accrued interest under such Deferred Payment Convertible Note at
the rate of $1.25 per share.

Under May 1, 1994 Deferred Payment Convertible Note, StarNet has
acquired the right to acquire 160,000 shares of Common Stock by conversion of
the principal amount of such Deferred Payment Convertible Note at the rate of
$1.25 per share and the right to acquire additional shares of Common Stock upon
conversion of accrued interest under such Deferred Payment Convertible Note at
the rate of $1.25 per share.

The Reporting Persons believe that the aggregate number of shares of
Common Stock of the Company issued and outstanding as of May 2, 1994 is
approximately 19,745,894.

(A) StarNet INT may be deemed to beneficially own 11,878,546 shares
of common stock, to have shared power to vote or to direct the
vote with respect to 10,365,622 shares of common stock to have
shared power to dispose or to direct the disposition with
respect to 7,056,812 shares of common stock and to have no
shares of common stock for which it has sole voting power or
sole dispositive power.

(B) Lenfest, LCI and StarNet may be deemed to beneficially own
11,878,546 shares of common stock, to have sole power to vote or
to direct the vote with respect to 1,440,000 shares, to have
shared power to vote or to direct the vote with respect to
10,365,622 shares, to have sole power to dispose or to direct
the disposition of 1,440,000 shares and to have shared power to
dispose or to direct the disposition of 7,056,812 shares of
common stock.

(C) McGlade may be deemed to beneficially own 11,878,546 shares of
common stock, to have sole power to vote or to direct the vote
with respect to 1,441,000 shares, to have shared power to vote

-4-

<PAGE>

or to direct the vote with respect to 10,365,622 shares, to have
sole power to dispose or to direct the disposition of 1,441,000
shares and to have shared power to dispose or to direct the
disposition of 7,056,812 shares of common stock.

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Liberty or by Liberty
Cable.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

The Company submitted notice to DSN of the Company's intention to defer
payment of $200,000 due to DSN under the Service Agreement for the month of
April 1994. The April 1, 1994 Deferred Payment Convertible Note was issued to
DSN as of April 1, 1994. The Company notified Liberty of its opportunity to
purchase up to 6.9909% of the April 1, 1994 Deferred Payment Convertible Note.
Liberty waived its pre-emptive rights as to

-5-

<PAGE>

the note and the Company issued the April 1, 1994 Deferred Payment Convertible
Note to DSN.

The Company submitted notice to DSN of the Company's intention to defer
payment of $200,000 due to DSN under the Service Agreement for the month of May
1994. The May 1, 1994 Deferred Payment Convertible Note will be issued to DSN as
of May 1, 1994 subject to the purchase by Liberty of its proportionate share in
the event it chooses to exercise its pre-emptive rights, after the expiration of
the notice period provided by the Company to Liberty with respect to such
pre-emptive rights. The Company has notified Liberty of its opportunity to
purchase up to 6.9909% of the May 1, 1994 Deferred Payment Convertible Note. If
Liberty exercises its pre-emptive rights, a portion of the Notes will be issued
to Liberty for a purchase price equal to the proportionate principal of the
notes acquired by Liberty and the Reporting Persons believe such cash proceeds
will be used by the Company as a partial payment to StarNet of amounts due under
the Service Agreement.

Under the terms of each Deferred Payment Convertible Note, the Company
must commence payment on the third anniversary of the respective Deferred
Payment Convertible Note in thirty (30) equal monthly installments plus interest
on each installment. The Company must give notice of its intention to make
prepayments of all or a portion of principal and accrued interest on any
Deferred Payment Convertible Note and the holder may elect to receive such
prepayment in Common Stock at the conversion rate of $1.25 per share. The holder
of any Deferred Payment Convertible Note may convert all (but not less than all)
of the principal and accrued interest at the conversion rate of $1.25 per share
at any time prior to the third anniversary of such note, so long as (i) the
prior approval of the FCC has been obtained or is not required and/or (ii) no
filing under the Hart- Scott Rodino Act is required, or if required, the waiting
period has expired without objection by the Federal Trade Commission or the
Department of Justice or early termination has been granted with respect to such
a filing.

As reported in the Form 8-K filed by the Company on or about April 26,
1994, the Company has consummated an agreement with Island for the sale to
Island of 2,500,000 shares of Common Stock and options to purchase an additional
2,500,000 shares of Common Stock, for an aggregate purchase price of $5,000,000
(the "Island Transaction").

In the Registration Rights Agreement dated August 24, 1993 between the
Company and the Joint Venture, the Company agreed not to grant certain demand or
piggyback registration rights. In a letter agreement dated April 11, 1994 (copy

-6-

<PAGE>

attached hereto as Exhibit 18), the Joint Venture waived the restriction and
consented to the Company's grant of registration rights to Island. In a
Registration Rights Agreement dated April 21, 1994, the Company granted Island
certain demand and piggyback registration rights with respect to the 2,500,000
shares purchased by Island and the 2,500,000 shares underlying the options
acquired.

CEA II, Ltd., StarNet INT and the Joint Venture entered into a Tag-Along
Agreement (the "Tag-Along Agreement") dated as April 21, 1994 with Island (copy
attached hereto as Exhibit 19). Under the Tag-Along Agreement, Island was
granted the right, under certain circumstances in which (i) shares of Common
Stock held by the Joint Venture or (ii) interests in the Joint Venture, StarNet
INT, or CEA II, Ltd., are to be sold, to include a proportionate number of
shares of Common Stock held by Island in such sale on the same terms and
conditions on which the Joint Venture proposes to sell shares of Common Stock
held by it or the appropriate party proposes to sell its interests in the Joint
Venture, StarNet INT or CEA II, Ltd. (the "Tag-Along Rights"). Reciprocal
Tag-Along Rights were granted by Island to the Joint Venture, StarNet INT and
CEA II, Ltd. with respect to (i) the sale by Island of shares of Common Stock
purchased from the Company or held upon exercise of Island's options acquired
from the Company or (ii) the sale of interests in a limited purpose Island
affiliate holding shares of Common Stock. The reciprocal Tag-Along Rights
granted by Island are effective upon the earlier of (i) April 21, 1995 or (ii)
the date Island has exercised options for the purchase of no less than 500,000
shares of Common Stock.

In the Tag-Along Agreement, the Joint Venture agreed that so long as
Island and "Island Transferees" (as defined in the Tag-Along Agreement) hold
issued and outstanding shares of Common Stock constituting no less than
2,000,000 shares or 10% of the outstanding Common Stock of the Company, the
Joint Venture will use its best efforts to cause the nomination and election to
the Board of Directors of the Company of one (i) designee of Island reasonably
acceptable to the Joint Venture and will vote shares, which it has the right to
vote, for the election of such Island designee to the Board of Directors. The
Joint Venture acknowledged that Blackwell is an acceptable designee.

In connection with the Island Transaction, the Company has also reported
in the Form 8-K that: (i) it intends to offer rights ("Rights Offering") to
purchase 2,000,000 shares of Common Stock at $2.00 per share on the basis of one
right for approximately each 9.8 shares of Common Stock owned of record at the
close of business on May 5, 1994 (excluding the shares owned by Island as a
consequence of Island's agreement not to

-7-

<PAGE>

participate in the Rights Offering); (ii) the rights will be nontransferable and
exercisable for a period of 30 days ("Exercise Period"); and (iii) the Rights
Offering will be registered with the Securities and Exchange Commission.

Pursuant to a Letter Agreement dated April 21, 1994 between the Company
and the Joint Venture (the "Backstop Agreement") (copy attached hereto as
Exhibit 20), the Joint Venture has agreed to subscribe for and purchase any and
all of the 2,000,000 shares of Common Stock which are offered in the Rights
Offering but not purchased by the holders of record at the expiration of the
Exercise Period (the "Unpurchased Shares"), at a purchase price of $2.00 per
share, subject to continued effectiveness of the registration statement filed
with respect to the Rights Offering and to certain material market conditions
set forth in the Backstop Agreement. It is not known at this date what
proportion of the Common Stock to be offered in the Rights Offering will
ultimately be purchased by the Joint Venture, and, accordingly it is not known
at this date the extent to which such purchase may affect the beneficial
ownership of Common Stock with respect to each Reporting Person. If the Joint
Venture purchases solely its pro rata interest in the Offering, based on the
number of shares of the Company's outstanding Common Stock held of record by the
Joint Venture at the date hereof, the Joint Venture would purchase approximately
720,000 shares of such Common Stock in the Rights Offering.

In consideration for its commitment to the purchase the Unpurchased
Shares, the Joint Venture will be granted a period of three (3) business days
after expiration of the Exercise Period in which to subscribe for and purchase
the Unpurchased Shares, provided that the three day period will be extended, if
necessary, until such time as any required filing by any of the Joint Venture's
ultimate parent entities under the Hart-Scott- Rodino Antitrust Improvement Act
of 1976 has been made and the waiting period with respect thereto has expired
without objection by the Federal Trade Commission or the Department of Justice
or early termination has been granted with respect to such filing. The Joint
Venture is not obligated to purchase the Unpurchased Shares if it is unable to
obtain regulatory approval.

Item 7. Material to Be Filed as Exhibits

Exhibit 18 Letter Agreement dated April 11, 1994 between
StarNet/CEA II Partners and the Company relating to
waiver under Registration Rights Agreement.

Exhibit 19 Tag-Along Agreement dated as of April 21, 1994
between Island Trading Company, Inc., CEA Investors
Partnership II, Ltd., StarNet

-8-

<PAGE>

Interactive Entertainment, Inc. and StarNet/CEA II
Partners.

Exhibit 20 Letter Agreement dated April 21, 1994 between the
Company and StarNet/CEA II Partners relating to Rights
Offering.

-9-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 5/9/94 Dated: 5/9/94

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 5/9/94 Dated: 5/9/94

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 5/9/94

-10-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

June 30, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,760,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,760,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,761,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,761,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,760,000

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,622

9. Sole dispositive power

10. Shared dispositive power

7,056,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

CO
<PAGE>

This Statement on Schedule 13D constitutes Amendment No. 9 ("Amendment")
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"), and 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 Statement"), as amended by Amendment No. 4
thereto, dated January 12, 1994 (the January Statement); 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 Statements"); as
amended by Amendment No. 7 thereto, dated March 9, 1994; and as amended by
Amendment No. 8 thereto, dated May 9, 1994 (the "May Statement"; the July
Statement, as amended by the August Amendment, the September Amendment, the
December Amendment, the January Statement, the February Statements, the March
Statement and the May Statement 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"), Alan McGlade
("McGlade") and StarNet Interactive Entertainment, Inc. ("StarNet INT"; StarNet,
LCI, Lenfest, McGlade 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 is filed to disclose the acquisition by StarNet of two
"Deferred Payment Convertible Notes" (as defined herein) convertible into shares
of the Company's Common Stock, the exercise by CEA Investors Partnership II,
Ltd. ("CEA II Ltd. or the "Partnership") of a right of refusal to purchase
80,000 shares of Common Stock from Louis Wolfson III, scheduled to close on July
15, 1994, and the commencement of the rights offering by the Company and the
related distribution of rights to the Joint Venture to purchase shares in the
rights offering and the Joint Venture's agreement to purchase shares unpurchased
in the rights offering.

Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original Statement is hereby confirmed.

Items 7, 8, 9, 10, 11 and 13 of the cover pages filed herewith have been
amended to reflect numbers of shares of Common Stock as appropriate in light of
the amendments described below,

<PAGE>

except that such items do not reflect shares of Common Stock which may be
purchased by the Joint Venture in the Rights Offering.

Item 2 of the Original Statement is hereby amended and supplemented as
follows:

Item 2. Identity Background

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

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<PAGE>

Notes issued and issuable by the Company pursuant to the Service Agreement.

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction

The principal purposes of the Reporting Persons remain as set forth in
Item 4 of the Original Statement. As described in Item 5 and 6 herein, CEA II,
Ltd. has exercised its right of first refusal to purchase 80,000 shares of
Common Stock from Louis Wolfson, III.

Item 5 of the Original Statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

Under the June 1, 1994 Deferred Payment Convertible Note, StarNet has
acquired the right to acquire 160,000 shares of Common Stock by conversion of
the principal amount of such Deferred Payment Convertible Note at the rate of
$1.25 per share and the right to acquire additional shares of Common Stock upon
conversion of accrued interest under such Deferred Payment Convertible Note at
the rate of $1.25 per share.

Under the July 1, 1994 Deferred Payment Convertible Note, StarNet has
acquired the right to acquire 160,000 shares of Common Stock by conversion of
the principal amount of such Deferred Payment Convertible Note at the rate of
$1.25 per share and the right to acquire additional shares of Common Stock upon
conversion of accrued interest under such Deferred Payment Convertible Note at
the rate of $1.25 per share.

On June 30, 1994 CEA II, Ltd. exercised its right of first refusal to
purchase 80,000 shares of Common Stock from Louis Wolfson, III ("Wolfson") at a
price of $1.80 per share. The closing is scheduled for July 15, 1994. CEA II,
Ltd. currently holds as irrevocable proxy granted by Wolfson to vote such
shares. CEA II, Ltd. has made a contingent assignment of its rights to purchase
such 80,000 shares to the Joint Venture, and the Joint Venture has agreed that
it will purchase such shares from Wolfson on July 15, 1994 subject to the
condition that the waiting period with respect to the HSR Filing has expired
without objection by the Federal Trade Commission and the Department of Justice
or early termination has been granted with respect to such filing. If such
condition is not met, CEA II, Ltd. has informed the Reporting Persons that it
intends to purchase the 80,000 shares from Wolfson. CEA II, Ltd. currently holds
an

-3-

<PAGE>

irrevocable proxy to vote such 80,000 shares pursuant to the terms of the VLW
Proxy Agreement.

The Reporting Persons believe that the aggregate number of shares of
Common Stock of the Company issued and outstanding as of July 8, 1994 is
approximately 19,750,894.

(A) StarNet INT may be deemed to beneficially own 12,198,546 shares
of common stock, to have shared power to vote or to direct the
vote with respect to 10,365,622 shares of common stock to have
shared power to dispose or to direct the disposition with
respect to 7,056,812 shares of common stock and to have no
shares of common stock for which it has sole voting power or
sole dispositive power.

(B) Lenfest, LCI and StarNet may be deemed to beneficially own
12,198,546 shares of common stock, to have sole power to vote or
to direct the vote with respect to 1,760,000 shares, to have
shared power to vote or to direct the vote with respect to
10,365,622 shares, to have sole power to dispose or to direct
the disposition of 1,760,000 shares and to have shared power to
dispose or to direct the disposition of 7,056,812 shares of
common stock.

(C) McGlade may be deemed to beneficially own 12,198,546 shares of
common stock, to have sole power to vote or to direct the vote
with respect to 1,761,000 shares, to have shared power to vote
or to direct the vote with respect to 10,365,622 shares, to have
sole power to dispose or to direct the disposition of 1,761,000
shares and to have shared power to dispose or to direct the
disposition of 7,056,812 shares of common stock.

-4-

<PAGE>

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Liberty or by Liberty
Cable.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

The Company submitted notice to DSN of the Company's intention to defer
payment of $200,000 due to DSN under the Service Agreement for the month of June
1994. The June 1, 1994 Deferred Payment Convertible Note was issued to DSN as of
June 1, 1994. The Company notified Liberty of its opportunity to purchase up to
6.9909% of the June 1, 1994 Deferred Payment Convertible Note. Liberty waived
its pre-emptive rights as to the note and the Company issued the June 1, 1994
Deferred Payment Convertible Note to DSN.

The Company submitted notice to DSN of the Company's intention to defer
payment of $200,000 due to DSN under the Service Agreement for the month of July
1994. The July 1, 1994 Deferred Payment Convertible Note will be issued to DSN
as of July 1, 1994 subject to the purchase by Liberty of its proportionate share
in the event it chooses to exercise its pre-emptive rights, after the expiration
of the notice period provided by the Company to Liberty with respect to such
pre-emptive rights. The Company has notified Liberty of its opportunity to
purchase up to 6.9909% of the July 1, 1994 Deferred Payment Convertible Note. If
Liberty exercises its pre-emptive rights, a portion of the Notes will be issued
to Liberty for a purchase price equal to the proportionate principal of the
notes acquired by Liberty and the Reporting Persons believe such cash proceeds
will be used by the Company as a partial payment to StarNet of amounts due under
the Service Agreement.

-5-

<PAGE>

Under the terms of each Deferred Payment Convertible Note, the Company
must commence payment on September 1, 1996 of the respective Deferred Payment
Convertible Note in thirty (30) equal monthly installments plus interest on each
installment. The Company must give notice of its intention to make prepayments
of all or a portion of principal and accrued interest on any Deferred Payment
Convertible Note and the holder may elect to receive such prepayment in Common
Stock at the conversion rate of $1.25 per share. The holder of any Deferred
Payment Convertible Note may convert all (but not less than all) of the
principal and accrued interest at the conversion rate of $1.25 per share at any
time prior to September 1, 1996, so long as (i) the prior approval of the FCC
has been obtained or is not required and/or (ii) no filing under the Hart-Scott
Rodino Act is required, or if required, the waiting period has expired without
objection by the Federal Trade Commission or the Department of Justice or early
termination has been granted with respect to such a filing.

The Company's Registration Statement relating to the Rights Offering was
declared effective on June 28, 1994. On June 30, 1994 the Company distributed
its Prospectus relating to the Rights Offering ("Rights Offering") of 2,000,000
shares of Common Stock to its shareholders. All shareholders were offered a
non-transferable right (the "Rights") to purchase for $2.00 one share of Common
Stock for each 9.872947 shares of Common Stock owned of record on May 5, 1994.
The subscription period ("Exercise Period") expires August 1, 1994.

As described in Amendment No. 8, the Joint Venture has agreed to
subscribe for and purchase any and all of the 2,000,000 shares of Common Stock
which are offered in the Rights Offering but not purchased by the holders of
record at the expiration of the Exercise Period (the "Unpurchased Shares"), at a
purchase price of $2.00 per share, subject to continued effectiveness of the
registration statement filed with respect to the Rights Offering and to certain
material market conditions set forth in the Backstop Agreement.

The ultimate parent entities of the Joint Venture have filed premerger
notification forms under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 ("HSR Filing"). In consideration for its commitment to purchase the
Unpurchased Shares, the Joint Venture has been granted a period of three (3)
business days after expiration of the Exercise Period in which to subscribe for
and purchase the Unpurchased Shares, provided that the three day period will be
extended, if necessary, until such time as the waiting period with respect to
the HSR Filing has expired without objection by the Federal Trade Commission and
the Department of Justice or early termination has been granted with respect to
such filing. The Joint Venture is not obligated to

-6-

<PAGE>

purchase the Unpurchased Shares if it is unable to obtain such regulatory
approval.

It is not known at this date what proportion of the Common Stock to be
offered in the Rights Offering will ultimately be purchased by the Joint
Venture, and, accordingly it is not known at this date the extent to which such
purchase may affect the beneficial ownership of Common Stock with respect to
each Reporting Person. If the Joint Venture purchases solely its pro rata
interest in the Rights Offering, based on the number of shares of the Company's
outstanding Common Stock held of record by the Joint Venture on May 5, 1994, the
Joint Venture would purchase approximately 720,000 shares of such Common Stock
at a aggregate price of $1,440,000 (or $2.00 per share). If none of the other
stockholders of the Company purchase any shares of such Common Stock in the
Rights Offering, the Joint Venture has agreed to purchase all 2,000,000 shares
covered by such Rights Offering at an aggregate price of $4,000,000 (or $2.00
per share).

On June 23, 1994 CEA II, Ltd. received notice from Louis Wolfson, III
("Wolfson") of his intention to sell under Rule 144 up to 80,000 shares of
Common Stock of the Company at a minimum price of $1.80 per share. The notice
(copy attached hereto as Exhibit 21) was delivered pursuant to the Irrevocable
Proxy, Right of Refusal and Tag-Along Agreement dated as of August 27, 1993
between Venture LW Corporation, Wolfson, CEA II, Ltd. and joined by the Joint
Venture (the "VLW Proxy Agreement"). Under the terms of the VLW Proxy Agreement,
CEA II, Ltd, has a right of first refusal to purchase such shares and CEA II,
Ltd. may, without further notice, designate the Joint Venture as the party which
will purchase the shares. On June 30, 1994 CEA II, Ltd. delivered notice (copy
attached hereto as Exhibit 22) to Wolfson of its election to purchase 80,000 of
Common Stock at a purchase 80,000 shares of Common Stock at a purchase price of
$1.80 per share, setting the closing date for the purchase and sale at July 15,
1994.

CEA II, Ltd. has made a contingent assignment of its rights to purchase
such 80,000 shares to the Joint Venture, and the Joint Venture has agreed that
it will purchase such shares from Wolfson on July 15, 1994 subject to the
condition that the waiting period with respect to the HSR Filing has expired
without objection by the Federal Trade Commission and the Department of Justice
or early termination has been granted with respect to such filing. If such
condition is not met, CEA II, Ltd. has informed the Reporting Persons that it
intends to purchase the 80,000 shares from Wolfson. CEA II, Ltd. currently holds
an irrevocable proxy to vote such 80,000 shares pursuant to the terms of the VLW
Proxy Agreement.

-7-

<PAGE>

Item 7. Material to Be Filed as Exhibits

Exhibit 21 Notice dated June 22, 1994 from Louis Wolfson, III to
CEA Investors Partnership II, Ltd. (Received on June 23,
1994).

Exhibit 22 Notice dated June 30, 1994 from CEA Investors
Partnership II, Ltd. to Louis Wolfson, III.

-8-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 7/11/94 Dated: 7/11/94

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 7/11/94 Dated: 7/11/94

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 7/11/94

-9-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

July 15, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,760,000

10. Shared dispositive power

7,136,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

CO
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,760,000

10. Shared dispositive power

7,136,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,761,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,761,000

10. Shared dispositive power

7,136,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

10,365,622

9. Sole dispositive power

1,760,000

10. Shared dispositive power

7,136,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

10,345,622

9. Sole dispositive power

10. Shared dispositive power

7,136,812

11. Aggregate amount beneficially owned by each reporting person

12,198,546

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

56.7%

14. Type of reporting person

CO
<PAGE>

This Statement on Schedule 13 D constitutes Amendment No. 10
("Amendment") 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"), and 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 Statement"), as amended by Amendment No.
4 thereto, dated January 12, 1994 (the January Statement); 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 Statements"); as
amended by Amendment No. 7 thereto, dated March 9, 1994; as amended by Amendment
No. 8 thereto, dated May 9, 1994 (the "May Statement"); as amended by Amendment
No. 9 thereto, dated July 11, 1994 (the "July 1994 Statement"; the July
Statement, as amended by the August Amendment, the September Amendment, the
December Amendment, the January Statement, the February Statements, the March
Statement, the May Statement and the July 1994 Statement 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"), Alan McGlade ("McGlade") and StarNet Interactive Entertainment,
Inc. ("StarNet INT"; StarNet, LCI, Lenfest, McGlade 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 is filed to disclose the acquisition by StarNet/CEA II
Partners (the "Joint Venture") of 80,000 shares of Common Stock from Venture LW
Corporation on July 15, 1994, and the expiration of the waiting period without
objection by the Federal Trade Commission and the Department of Justice with
respect to the filing by the ultimate parent entities of the Joint Venture of
premerger notification forms under the Hart- Scott-Rodino Antitrust Improvement
Act of 1976 as it relates to the Joint Venture's agreement to purchase shares
unpurchased in the Rights Offering.

Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original Statement is hereby confirmed.

Item 10 of the cover pages filed herewith has been amended to reflect
numbers of shares of Common Stock as

<PAGE>

appropriate in light of the amendments described below, except that such item
does not reflect shares of Common Stock which may be purchased by the Joint
Venture in the Rights Offering.

Item 2 of the Original Statement is hereby amended and supplemented as
follows:

Item 2. Identify Background

Each of the Reporting Persons other than StarNet, expressly declares
that the filing of this Amendment shall not be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Amendment. StarNet expressly
declares that the filing of this Amendment shall not be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this Amendment other than
the shares of the Company's common stock issuable upon conversion of the
Deferred Payment Convertible Notes.

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

The source of funds and other consideration for each Reporting Person
remains as previously disclosed. The amount of funds to purchase the 80,000
shares of Common Stock from Venture LW Corporation was $144,000. See Item 6.

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction

The principal purposes of the Reporting Persons remain as set forth in
Item 4 of the Original Statement. See Items 5 and 6, below.

Item 5 of the Original Statement is hereby amended and supplemented as
follows:

Item 5. Interest in securities of the Issuer

As described in Item 6, the Joint Venture purchased 80,000 shares of
Common Stock from Venture LW Corporation at a price of $1.80 per share on July
15, 1994. Prior to the purchase by the Joint Venture, CEA II, Ltd. held an
irrevocable proxy to

-2-

<PAGE>

vote such 80,000 shares pursuant to the terms of the VLW Proxy Agreement.

The Reporting Persons believe that the aggregate number of shares of
Common Stock of the Company issued and outstanding as of July 22, 1994 is
approximately 19,755,894.

(A) StarNet INT may be deemed to beneficially own 12,198,546 shares
of common stock, to have shared power to vote or to direct the
vote with respect to 10,365,622 shares of common stock to have
shared power to dispose or to direct the disposition with
respect to 7,136,812 shares of common stock and to have no
shares of common stock for which it has sole voting power or
sole dispositive power.

-3-

<PAGE>

by the Joint Venture in connection with the Rights Offering (as defined and
described in Item 6 below. [See the May Amendment]).

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Liberty or by Liberty
Cable.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

The ultimate parent entities of the Joint Venture filed premerger
notification forms under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 ("HSR Filing"). On June 30, 1994 CEA II, Ltd. made a contingent assignment
of its rights to purchase up to 80,000 shares of Common Stock from Louis Wolfson
III ("Wolfson") to the Joint Venture, and the Joint Venture agreed to purchase
such shares from Wolfson on July 15, 1994 subject to the condition that the
waiting period with respect to the HSR Filing has expired without objection by
the Federal Trade Commission and the Department of Justice or early termination
was granted with respect to such filing. The waiting period expired without
objection on July 14, 1994 and on July 15, 1994 the Joint Venture purchased the
80,000 shares from Venture LW Corporation. At the closing, Wolfson delivered
80,000 shares held of record by Venture LW Corporation, a corporation which was
also a party to the VLW Proxy Agreement and which the Reporting Persons believe
is controlled by Wolfson.

The Company's Rights Offering and the Joint Venture's agreement to
purchase any and all of the 2,000,000 shares of Common Stock offered in the
Rights Offering but not purchased by other shareholders, as described in the
Backstop Agreement, have been described in prior Amendments to this Schedule
13D.

-4-

<PAGE>

Because the waiting period relating to the HSR Filing expired on July
14, 1994 without objection, as described above, the Joint Venture is obligated
and intends to purchase any and all Unpurchased Shares within 3 business days
after August 1, 1994, the expiration of the Exercise Period, or no later than
August 4, 1994, subject only to the material market conditions included in the
Backstop Agreement and disclosed in prior Amendments to this Schedule 13D.

-5-

<PAGE>

SIGNATURES

The undersigned, after reasonable inquiry and to the best of their
knowledge and belief, certifies that the information set forth in this statement
is true, complete, and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 7/28/94 Dated: 7/28/94

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 7/28/94 Dated: 7/28/94

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 7/28/94

-6-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

Thomas K. Pasch, Esquire
Montgomery, McCracken, Walker and Rhoads
Three Parkway, 20th Floor
Philadelphia PA 19102, (215)665-7451
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

August 4, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

12,242,655

9. Sole dispositive power

1,760,000

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,082,864

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

59.9%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

12,242,655

9. Sole dispositive power

1,760,000

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,082,864

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

59.9%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Alan McGlade

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,761,000

8. Shared voting power

12,242,655

9. Sole dispositive power

1,761,000

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,082,864

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

59.9%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,760,000

8. Shared voting power

12,242,655

9. Sole dispositive power

1,760,000

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,082,864

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

59.9%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

12,242,655

9. Sole dispositive power

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,082,864

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

59.9%

14. Type of reporting person

CO
<PAGE>

This statement on Schedule 13D constitutes Amendment No. 11
("Amendment") 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"; 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 and the July 1994 Amendments
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"), Alan McGlade ("McGlade") and StarNet
Interactive Entertainment, Inc. ("StarNet INT"; StarNet, LCI, Lenfest, McGlade
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 is filed to disclose the acquisition by StarNet/CEA II
Partners (the "Joint Venture") of 1,877,033 shares of Common Stock from the
Company on August 4, 1994 in connection with the previously disclosed agreement
by the Joint Venture to purchase shares not purchased in the Company's Rights
Offering.

Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original statement is hereby confirmed.

Items 8, 10, 11 and 13 of the cover pages filed herewith have been
amended to reflect numbers of shares of Common Stock as appropriate in light of
the amendments described below.

<PAGE>

Item 2 of the Original Statement is hereby amended and supplemented as
follows:

Item 2. Identity Background

Each of the Reporting Persons, other than StarNet, expressly declares
that the filing of this Amendment shall not be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Amendment. StarNet expressly
declares that the filing of this Amendment shall not be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this Amendment other than
the shares of the Company's Common Stock issuable upon conversion of the
Deferred Payment Convertible Notes.

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

The amount of funds to purchase the 1,877,033 shares of Common Stock
from the Company was $3,754,066. As its share of the purchase price, StarNet INT
contributed $1,877,033 to the Joint Venture. StarNet INT obtained the funds
through an inter-company loan from LCI, its indirect parent. LCI funded the
inter-company loan from its working capital.

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction

The principal purposes of the Reporting Persons remain as set forth in
Item 4 of the Original statement. See Items 5 and 6, below.

Item 5 of the Original statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

As described in Item 6, the Joint Venture purchased 1,877,033 shares of
Common Stock from the Company at a price of $2.00 per share on August 4, 1994.

The Reporting Persons believe that the aggregate number of shares of
Common stock of the Company issued and outstanding as of August 9, 1994 is
approximately 19,755,894 and will be

-2-

<PAGE>

approximately 21,755,894 upon issuance of the 2,000,000 shares purchased by
shareholders in the Rights Offering.

(A) StarNet INT may be deemed to beneficially own 14,082,864 shares
of Common Stock, to have shared power to vote or to direct the
vote with respect to 12,242,655 shares of Common Stock, to have
shared power to dispose of or to direct the disposition with
respect to 9,013,845 shares of Common Stock and to have no
shares of Common Stock for which it has sole voting power or
sole dispositive power.

(B) Lenfest, LCI and StarNet may be deemed to beneficially own
14,082,864 shares of Common Stock, to have sole power to vote or
to direct the vote with respect to 1,760,000 shares of Common
Stock, to have shared power to vote or to direct the vote with
respect to 12,242,655 shares of Common Stock, to have sole power
to dispose of or to direct the disposition of 1,760,000 shares
of Common Stock and to have shared power to dispose of or to
direct the disposition of 9,013,845 shares of Common Stock.

(C) McGlade may be deemed to beneficially own 14,082,864 shares of
Common Stock, to have sole power to vote or to direct the vote
with respect to 1,761,000 shares of Common Stock, to have shared
power to vote or to direct the vote with respect to 12,242,655
shares of Common Stock, to have sole power to dispose of or to
direct the disposition of 1,761,000 shares of Common Stock and
to have shared power to dispose of or to direct the disposition
of 9,013,845 shares of Common Stock.

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by Tele-Communications, Inc.
or its subsidiaries (collectively with its subsidiaries, including without
limitation, Liberty Media Corporation, LMC Lenfest, Inc. and Liberty VJN, Inc.,
"TCI").

TCI may be deemed the beneficial owner of the shares of Common Stock of
the Company to be acquired by the Joint Venture. Because of the contractual
arrangements among the stockholders of

-3-

<PAGE>

LCI which grant to Lenfest the exclusive right to control the majority of the
Board of Directors of LCI and the management and business affairs of LCI and its
subsidiaries, TCI has informed the Reporting Persons that TCI disclaims
participation in the group and any beneficial ownership of the shares of the
Common Stock of the Company to be acquired by the Joint Venture or by StarNet.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

As previously disclosed, the Joint Venture agreed with the Company to
purchase any and all of the 2,000,000 shares of Common Stock offered by the
Company in the Rights Offering not purchased by other shareholders.

On August 4, 1994 the Joint Venture purchased 1,877,033 shares of Common
Stock of the Company, which amount constituted all the shares not purchased by
the other shareholders.

-4-

<PAGE>

SIGNATURES

Each of the undersigned, after reasonable inquiry and to the best of
their knowledge and belief, certifies that the information set forth in this
statement is true, complete and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Alan McGlade

As: President As: President

Dated: 8/9/94 Dated: 8/9/94

H. F. LENFEST ALAN MCGLADE

/s/ H.F. Lenfest /s/ Alan McGlade

Dated: 8/9/94 Dated: 8/9/94

STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

By:/s/ Alan McGlade

As: President

Dated: 8/9/94

-5-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

Thomas K. Pasch, Esquire
Montgomery, McCracken, Walker & Rhoads
Three Parkway, 20th Floor
Philadelphia PA 19102, (215) 665-7451
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

December 16, 1994
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,883,555

8. Shared voting power

12,242,655

9. Sole dispositive power

1,883,555

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,210,419

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.0%

14. Type of reporting person

CO
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,833,555

8. Shared voting power

12,242,655

9. Sole dispositive power

1,833,555

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,210,419

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.0%

14. Type of reporting person

CO
<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,833,555

8. Shared voting power

12,242,655

9. Sole dispositive power

1,833,555

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,210,491

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.0%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

12,242,655

9. Sole dispositive power

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,210,419

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.0%

14. Type of reporting person

<PAGE>

This statement on Schedule 13D constitutes Amendment No. 12
("Amendment") 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, as amended by
Amendment No. 10 thereto, dated July 28, 1994 (collectively, the "July 1994
Amendments") and as amended by Amendment No. 11 thereto, dated August 9, 1994
(the "August 1994 Amendment"; 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 and the August 1994 Amendment 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 is filed to disclose the conversion by StarNet on
December 16, 1994 of the Deferred Payment Convertible Notes, and to disclose the
fact that Alan McGlade is no longer included in the Reporting Persons as a
result of his resignation as an employee of StarNet and StarNet Int and his
acceptance of employment as CEO of the Company, in each case effective January
1, 1995.

Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original statement is hereby confirmed.

The cover pages filed herewith have been amended to remove the cover
pages relating to Alan McGlade and to reflect

<PAGE>

the withdrawal of the 1,000 shares owned by him from the beneficial ownership
reported in this Amendment.

Item 2 of the Original Statement is hereby amended and supplemented as
follows:

Item 2. Identity Background

Each of the Reporting Persons, other than StarNet, expressly declares
that the filing of this Amendment shall not be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Amendment. StarNet expressly
declares that the filing of this Amendment shall not be construed as an
admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this Amendment other than
the shares of the Company's Common Stock issuable as a result of StarNet's
conversion of the Deferred Payment Convertible Notes.

Alan McGlade is no longer included in this Statement. He has resigned as
an employee of StarNet and StarNet Int and accepted employment as CEO of the
Company, in each case effective January 1, 1995.

Item 3 of the Original Statement is hereby amended and supplemented as
follows:

Item 3. Source and Amount of Funds and Other Consideration

The 1,883,555 shares of Common Stock reported in this Amendment have
been acquired by the conversion of the outstanding principal and accrued
interest on the Deferred Payment Convertible Notes. See Items 5 and 6, below.

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4. Purpose of Transaction

The principal purposes of the Reporting Persons remain as set forth in
Item 4 of the Original statement.

Item 5 of the Original statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

As described in Item 6, StarNet has notified the Company that it will
convert the outstanding principal and

-2-

<PAGE>

accrued interest on the Deferred Payment Convertible Notes into 1,883,555 shares
of Common Stock from the Company based on a conversion price of $1.25 per share.

The Reporting Persons believe that the aggregate number of shares of
Common stock of the Company issued and outstanding as of December 27, 1994 is
approximately 21,788,393 and will be approximately 23,671,948 upon issuance of
the 1,883,555 shares acquired by StarNet upon conversion of the Deferred Payment
Convertible Notes.

(A) StarNet INT may be deemed to beneficially own 14,210,419 shares
of Common Stock, to have shared power to vote or to direct the
vote with respect to 12,242,655 shares of Common Stock L.C., to
have shared power to dispose of or to direct the disposition
with respect to 9,013,845 shares of Common Stock and to have no
shares of Common Stock for which it has sole voting power or
sole dispositive power.

(B) Lenfest, LCI and StarNet may be deemed to beneficially own
14,210,419 shares of Common Stock, to have sole power to vote or
to direct the vote with respect to 1,883,555 shares of Common
Stock, to have shared power to vote or to direct the vote with
respect to 12,242,655 shares of Common Stock, to have sole power
to dispose of or to direct the disposition of 1,883,555 shares
of Common Stock and to have shared power to dispose of or to
direct the disposition of 9,013,845 shares of Common Stock.

The Reporting Persons specifically disclaim any beneficial interest in
the shares of the Common Stock beneficially owned by TeleCommunications, Inc. or
its subsidiaries (collectively with its subsidiaries, including without
limitation, Liberty Media Corporation, LMC Lenfest, Inc. and Liberty VJN, Inc.,
"TCI").

TCI may be deemed the beneficial owner of the shares of Common Stock of
the Company to be acquired by the Joint Venture. Because of the contractual
arrangements among the stockholders of LCI which grant to Lenfest the exclusive
right to control the majority of the Board of Directors of LCI and the
management and

-3-

<PAGE>

business affairs of LCI and its subsidiaries, TCI has informed the Reporting
Persons that TCI disclaims participation in the group and any beneficial
ownership of the shares of the Common Stock of the Company to be acquired by the
Joint Venture or by StarNet.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

As previously disclosed, StarNet had the right to convert the principal
and accrued interest on the Deferred Payment Convertible Notes into shares of
the Company's Common Stock at a conversion rate of $1.25 per share. At December
16, 1994, the principal and accrued interest on the Deferred Payment Convertible
Notes was $2,354,443.85. On December 6, 1994, the Company notified StarNet that
unless StarNet elected to receive shares of Common Stock, the Company would
prepay the Deferred Payment Convertible Notes in cash. (See Exhibit 23.) By
letters dated December 8 and December 9, 1994, StarNet requested and the Company
granted an extension of the deadline for StarNet's election. (See Exhibit 24.)
By letter dated December 15, 1994, StarNet notified the Company of its election
to receive shares of Common Stock of the Company. (See Exhibit 25.)

Item 7. Material to be Filed as Exhibits

Exhibit 23 Letter, dated December 6, 1994, from Luann M. Simpson
to Alan McGlade.

Exhibit 24 Letters, dated December 8, 1994 and December 9, 1994
between Samuel W. Morris, Jr. and Luann M. Simpson.

Exhibit 25 Letter, dated December 15, 1994, on behalf of StarNet
to Luann Simpson.

-4-

<PAGE>

SIGNATURES

Each of the undersigned, after reasonable inquiry and to the best of
their knowledge and belief, certifies that the information set forth in this
statement is true, complete and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By:/s/ H.F. Lenfest By:/s/ Harry F. Brooks

As: President As: Vice President

Dated: 1/12/95 Dated: 1/12/95

H. F. LENFEST STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware corporation

/s/ H.F. Lenfest /s/ Harry F. Brooks

As: Vice President

Dated: 1/12/95 Dated: 1/12/95

-5-
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

VIDEO JUKEBOX NETWORK, INC.
-----------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
-----------------------------------------------------------------
(Title of Class of Securities)

92656G108
-----------------------------------------------------------------
(CUSIP Number)

September 14, 1995
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

<PAGE>

reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,883,555

8. Shared voting power

12,242,655

9. Sole dispositive power

1,883,555

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,210,419

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.0%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

Lenfest Communications, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,833,555

8. Shared voting power

12,242,655

9. Sole dispositive power

1,833,555

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,210,419

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.0%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

H.F. Lenfest

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

United States of America

Number of shares beneficially owned by each reporting person with

7. Sole voting power

1,833,555

8. Shared voting power

12,242,655

9. Sole dispositive power

1,833,555

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,210,419

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.0%

14. Type of reporting person

<PAGE>

CUSIP No. 92656G108

1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person

StarNet Interactive Entertainment, Inc.

2. Check the appropriate box if a member of a group |X|

3. SEC use only

4. Source of Funds

5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e) |_|

6. Citizenship or place of organization

Delaware

Number of shares beneficially owned by each reporting person with

7. Sole voting power

8. Shared voting power

12,242,655

9. Sole dispositive power

10. Shared dispositive power

9,013,845

11. Aggregate amount beneficially owned by each reporting person

14,210,419

12. Check box if the aggregate amount in Row (11) excludes
certain shares |X|

13. Percent of class represented by amount in row (11)

60.0%

14. Type of reporting person

CO
<PAGE>

This statement on Schedule 13D constitutes Amendment No. 13
("Amendment") to the statement on schedule 13D, dated July 28, 1993, as
subsequently amended (collectively, 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 Original Statement. 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 is filed to disclose the possible change in plans and
purposes of the Reporting Persons as a result of the accomplishment of the
purposes set forth in the Original Statement.

Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original statement is hereby confirmed.

Item 2 of the Original Statement is hereby amended and supplemented as
follows:

Item 2. Identity Background

Item 4 of the Original Statement is hereby amended and supplemented as
follows:

Item 4: Purpose of Transaction

The Reporting Persons have acquired and through the Joint Venture since
August 1993 has exercised control of a

<PAGE>

majority voting interest in the Company through the direct ownership of Common
Stock by StarNet, through the direct ownership of Common Stock by the Joint
Venture and through proxies granted to an affiliate of the Joint Venture which
has agreed to vote the proxies in concert with the Joint Venture, by Venture LW
Corporation ("VLW") and Louis Wolfson III ("Wolfson") and by Video Holdings
Corporation ("VHC"), Mark Blank, Andrew Blank and Tony Blank (the "Blanks") and
Robert Puck ("Puck") all as previously disclosed in the Original Statement. In
connection with the acquisition and exercise of such control, the Reporting
Persons have accomplished the original purposes of their investment in the
Company, as set forth in the Original Statement, including changing the Board of
Directors and management of the Company.

In accordance with the reservation by the Reporting Persons of the right
to change their purposes and plans, the Reporting Persons have determined to
review and reconsider, on an on-going basis, the Reporting Persons' and the
Joint Venture's investment in the Company's Common Stock. In connection with
such review and reconsideration, the Joint Venture and Reporting Persons may
determine to hold such investment indefinitely, to acquire additional shares of
Common Stock or proxies with respect thereto, or to dispose of some or all of
the Common Stock held by the Joint Venture and/or the Reporting Persons.

The Joint Venture has agreed in principle to engage Communications
Equity Associates, Inc. ("CEA"), an affiliate of the Joint Venture, as its
exclusive negotiation agent in connection with any potential transactions with
third parties, subject to the negotiation of a mutually satisfactory fee
arrangement. The Joint Venture retains full discretion to accept or reject any
proposals or arrangements with third parties.

In connection with the review of its investment in the Company, the
Joint Venture has had discussions with representatives of VLW and Wolfson and
representatives of VHC, the Blanks and Puck with respect to the Common Stock of
each which is subject to (a) in the case of VLW and Wolfson, an Irrevocable
Proxy, Right of First Refusal and Tag-Along Agreement, dated as of August 27,
1993 (the "VLW Proxy Agreement"), and (b) in the case of VHC, the Blanks and
Puck, an Irrevocable Proxy, Right of First Refusal and Tag-Along Agreement,
dated as of August 27, 1993 (the "VHC Proxy Agreement").

The Reporting Persons have been informed that each of VLW and Wolfson
with respect to the Common Stock subject to the VLW Proxy Agreement, and VHC,
the Blanks and Puck with respect to the Common Stock subject to the VHC Proxy
Agreement, have agreed

-2-

<PAGE>

in principle to engage CEA as the exclusive agent for such persons to negotiate
any arrangements with third parties with respect to any of such Common Stock
which may be entitled to co- sale rights under such Proxy Agreements in
connection with a disposition by the Joint Venture of any shares of Common
Stock. For information concerning VLW and Wolfson and VHC, the Blanks and Puck,
please refer to their respective Statements on Schedule 13D. The Reporting
Persons believe that they are not, together with any of VLW, Wolfson, VHC, the
Blanks or Puck, a group within the meaning of Section 13 (d)(3) of the Act.

As of the date of this Amendment the Reporting Persons have no present
plans or proposals which relate to or would result in any of the actions
described in Paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Original statement is hereby amended and supplemented as
follows:

Item 5. Interest in Securities of the Issuer

TCI may be deemed the beneficial owner of the shares of Common Stock of
the Company held by the Reporting Persons. Because of the contractual
arrangements among the stockholders of LCI which grant to Lenfest the exclusive
right to control the majority of the Board of Directors of LCI and the
management and business affairs of LCI and its subsidiaries, TCI has informed
the Reporting Persons that TCI disclaims participation in the group and any
beneficial ownership of the shares of the Common Stock of the Company to be
acquired by the Joint Venture or by StarNet.

Item 6 of the Original Statement is hereby amended and supplemented as
follows:

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

See Item 4 with respect to the agreement in principle between CEA and
the Joint Venture with respect to the engagement of CEA as its exclusive
negotiating agent in connection with any disposition of Common Stock held by the
Joint Venture. Such

-3-

<PAGE>

agreements in principle are intended to be reflected in written agreements.

-4-

<PAGE>

SIGNATURES

Each of the undersigned, after reasonable inquiry and to the best of
their knowledge and belief, certifies that the information set forth in this
statement is true, complete and correct.

LENFEST COMMUNICATIONS, INC., STARNET, INC.,
a Delaware corporation a Delaware corporation

By: /s/ H.F. Lenfest By: Harry F. Brooks

As: As:

Dated: 9/22/95 Dated:____________________

H. F. LENFEST STARNET INTERACTIVE
ENTERTAINMENT, INC.,
a Delaware Corporation

/s/ H.F. Lenfest By: Harry F. Brooks

As:

Dated: 9/22/95 Dated:____________________

-5-