Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 18)*
VIDEO JUKEBOX NETWORK, INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
92656G 10 8
(CUSIP Number)
John G. Igoe, Esq.
Edwards & Angell
250 Royal Palm Way
Palm Beach, Florida 33480
(407) 833-7700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JUNE 25, 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>
Page 2 of 7 Pages
This Amendment No. 18 ("Amendment") to the Statement on Schedule 13D
dated July 7, 1993 (the "July 1993 Statement"), as amended by Amendment No. 1
thereto dated August 9, 1993 ("Amendment No. 1") and as amended by Amendment No.
2 thereto dated September 10, 1993 ("Amendment No. 2") and as amended by
Amendment No. 3 thereto dated September 13, 1993 ("Amendment No. 3") and as
amended by Amendment No. 4 thereto dated December 20, 1993 ("Amendment No. 4")
and as amended by Amendment No. 5 thereto dated January 11, 1994 ("Amendment No.
5") and as amended by Amendment No. 6 thereto dated February 10, 1994
("Amendment No. 6") and as amended by Amended by Amendment No. 7 thereto dated
February 23, 1994 ("Amendment No. 7") and as amended by Amendment No. 8 thereto
dated March 9, 1994 ("Amendment No. 8") and as amended by Amendment No. 9
thereto dated May 10, 1994 ("Amendment No. 9") and as amended by Amendment No.
10 thereto dated July 8, 1994 ("Amendment No. 10") and as amended by Amendment
No. 11 thereto dated July 28, 1994 ("Amendment No. 11") and as amended by
Amendment No. 12 thereto dated August 10, 1994 ("Amendment No. 12") and as
amended by Amendment No. 13 thereto dated December 16, 1994 ("Amendment No. 13")
and as amended by Amendment No. 14 thereto dated September 14, 1995 ("Amendment
No. 14") and as amended by Amendment No 15 thereto dated January 30, 1996
("Amendment No. 15") and as amended by Amendment No. 16 thereto dated May 22,
1996 ("Amendment No. 16") and as amended by Amendment No. 17 thereto dated June
12, 1996 ("Amendment No. 17") (the July Statement as amended by Amendment Nos. 1
through 17 is referred to as the "Original Statement"), is jointly filed by the
persons listed on the execution pages hereof (the "Reporting Persons") pursuant
to the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 12.
This Amendment is filed by the Reporting Persons subsequent to filing by
CEA Investors Partnership II, Ltd., CEA Investors, Inc., and J. Patrick
Michaels, Jr. ("Michaels") (the "CEA Group") of Amendment No. 1 dated July 7,
1993, to the Schedule 13D dated June 18, 1993 filed by the CEA Group. The CEA
Group's Schedule 13D dated June 18, 1993 and its exhibits, as amended by
Amendment No. 1 dated July 7, 1993 and its exhibits as well as the Original
Statement and its exhibits are incorporated herein by reference. Capitalized
terms not defined herein shall have the meanings defined in the Original
Statement.
This Amendment is filed to disclose the agreement of StarNet/CEA II
Partners (the "Joint Venture") and StarNet, Inc. ("StarNet, Inc.") and Liberty
Media Corporation, a Delaware corporation ("Liberty Media") to extend the
deadline for completion of due diligence by Liberty Media and for execution of
definitive agreements until July 8, 1996, in connection with the "Proposed
Transaction," as defined and described in Amendment No. 16, for the sale by the
Joint Venture, StarNet, Inc. 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.
Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original Statement is hereby confirmed.
<PAGE>
Page 3 of 7 Pages
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
By letter agreement dated June 21, 1996 and accepted on June 25, 1996,
Liberty Media, the Joint Venture and StarNet, Inc. agreed to extend the deadline
for completion of due diligence by Liberty Media and for execution of definitive
agreements until July 8, 1996; provided that Liberty Media's obligations shall
remain subject to (i) satisfactory completion by Liberty Media of its due
diligence examination of the Company, (ii) approval of such definitive
agreements and the transactions contemplated thereby by Liberty Media's Board of
Directors, and (iii) the absence of material adverse developments in the
financial markets. A copy of such letter agreement is filed with this Amendment
No. 18 as Exhibit 99.18.1.
Item 7 of the Original Statement is amended and supplemented as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.18.1 Letter Agreement dated June 21, 1996 and
accepted on June 25, 1996 between Liberty Media
Corporation and StarNet/CEA II Partners and
StarNet, Inc.
Except as specifically modified, amended or supplemented by this
Amendment No. 18, all of the information in the Original Statement is hereby
confirmed.
<PAGE>
Page 4 of 7 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.
CEA INVESTORS PARTNERSHIP II, LTD., a CEA INVESTORS, INC., a
Florida limited partnership Florida corporation
By: CEA Investors, Inc., General Partner By: /S/ THOMAS W.CARDY
As: Vice President
By: /S/ THOMAS W. CARDY
----------------------------
As: Vice President Dated: June 25, 1996
Dated: June 25, 1996
STARNET/CEA II PARTNERS
By: CEA Investors
/S/ J. PATRICK MICHAELS, JR. Partnership II, Ltd., a
------------------------------- Florida Limited Partnership,
its General Partner
J. Patrick Michaels, Jr.
By: CEA Investors, Inc.,
General Partner
Dated: June 25, 1996
By: /S/ THOMAS W. CARDY
As: Vice President
Dated: June 25, 1996
See Exhibit Index (attached)
<PAGE>
Page 5 of 7 Pages
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
99.18.1 Letter Agreement dated June 21, 1996
and accepted June 25, 1996 between
Liberty Media Corporation and
StarNet/CEA II Partners and StarNet,
Inc.
Page 6 of 7 Pages
EXHIBIT 99.18.1
LIBERTY MEDIA CORPORATION
8101 East Prentice Avenue, Suite 500
Englewood, Colorado 80111
June 21, 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 letter agreement, dated May 15, 1996 and
accepted May 16, 1996, as amended and supplemented on June 7, 1996, among
Liberty Media Corporation ("Liberty"), StarNet/CEA II Partners and StarNet,
Inc., and the Term Sheet attached thereto (collectively, the "Letter Agreement")
pursuant to which we have entered into certain agreements with respect to the
equity securities of Video Jukebox Network, Inc. ("VJN"), all as more fully
described in the Letter Agreement.
The parties hereto agree that the time period for the completion of
Liberty's due diligence investigation of VJN and the execution of definitive
documentation is extended to July 8, 1996; provided, that Liberty's obligations
shall remain subject to (i) the satisfactory completion by Liberty of its due
diligence examination of VJN, (ii) approval of such definitive agreements and
the transactions contemplated thereby by Liberty's Board of Directors, and (iii)
the absence of material adverse developments in the financial markets.
By executing this agreement, the parties hereby affirm their respective
obligations under the Letter Agreement, as amended hereby.
If the foregoing is acceptable to you, please execute the copy of this
agreement in the space below, at which time this instrument will constitute a
binding agreement between us.
Very truly yours,
LIBERTY MEDIA CORPORATION
By: /S/DAVID KOFF
Name: David Koff
Title: V.P.
<PAGE>
Pages 7 of 7 Pages
June 21, 1996
ACCEPTED AND AGREED
this 25th day of June, 1996
STARNET/CEA II PARTNERS
By: /S/ J. PATRICK MICHAELS
-------------------------
Name: J. Patrick Michaels
Title: Vice Chairman
STARNET, INC.
By: /S/ SAMUEL W. MORRIS, JR.
---------------------------
Name: Samuel W. Morris, Jr.
Title: Vice President
