<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
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)
Stephen M. Brett, Esq.
Executive Vice President
and General Counsel
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
(303) 267-5500
- -------------------------------------------------------------------------------
(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 this 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 less than five percent 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 should 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 1 of 20 pages
<PAGE>
CUSIP No. 92656G108
---------
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Tele-Communications, Inc.
84-1260157
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 12,504,433 Shares
Shares Bene- -----------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by -----------------------------------------------------------
Each Report- (9) Sole Dispositive Power 12,504,433 Shares
ing Person -----------------------------------------------------------
With (10) Shared Dispositive Power 0 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,504,433 Shares
Includes 5,581,807 shares of Common Stock held by certain
stockholders of the Company which an affiliate of the Reporting
Person has agreed to purchase, as well as 5,719,162 additional
shares of Common Stock as to which such stockholders have agreed
to grant an affiliate of the Reporting Person an option to
purchase, which option will include an irrevocable proxy to vote
such shares. See Items 4 and 6 below.
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[x]
Does not include 4,655,431 shares of Common Stock which would
become issuable to an affiliate of the Reporting Person upon
exercise of the Company Option that certain stockholders of the
Company have agreed to use their reasonable best efforts to cause
the Company to grant to the Reporting Person, subject to the
approval of the Board of Directors of the Company, in connection
with the consummation of the transactions contemplated by the
Letter Agreement. Does not include any shares which the Reporting
Person may be deemed to beneficially own as a result of its
equity interest in Lenfest Communications, Inc. See Item 5 below.
The Reporting Person disclaims beneficial ownership of all of
such shares.
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
52.2%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
Page 2 of 20 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Statement Of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
VIDEO JUKEBOX NETWORK, INC.
(Commission File No. 0-15445)
Tele-Communications, Inc., a Delaware corporation ("TCI"or the
"Reporting Person"), hereby amends and supplements its Report on Schedule 13D as
originally filed on August 15, 1994 (the "Report"), with respect to the Common
Stock, par value $.001 per share (the "Common Stock"), of Video Jukebox Network,
Inc., a Florida corporation (the "Company"). Unless otherwise indicated,
capitalized terms used but not defined herein shall have the meanings given to
such terms in the Report.
The summary descriptions contained in this Report of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents filed as Exhibits hereto which
agreements and documents are hereby incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER
-------------------
Item 1 of the Report is hereby amended in its entirety as follows:
The class of equity securities to which this Report relates is the
Common Stock of the Company, which has its principal executive offices at 1221
Collins Avenue, Miami Beach, Florida 33139.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
Item 2 of the Report is hereby amended and supplemented by adding the
following information thereto:
The information previously contained in Schedule 1 to the Report is
hereby amended in its entirety by the information contained in Schedule 1
attached hereto.
Page 3 of 20 pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
Item 3 is hereby amended and supplemented by adding the following
information thereto:
The purchase price of the Shares (as defined below) is $11,163,614 in
cash (or ($2.00 per share). Each of the Stockholder Option and the Company
Option (each as defined below) is initially exercisable at $2.00 per share,
increasing to $2.20 per share during the period from six months to eighteen
months following the Closing (as defined below). Thereafter each such option
will be exercisable at $2.42 per share. TCI anticipates that the source of the
purchase price for the Shares and the shares of Common Stock of the Company that
would become purchasable upon exercise of the Stockholder Option and/or the
Company Option will be cash on hand generated from its operations and working
capital. See Item 4.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Item 4 is hereby amended and supplemented by adding the following
information thereto:
Liberty Media Corporation, a Delaware corporation and a wholly-owned
subsidiary of TCI ("Liberty"), StarNet/CEA II Partners, a Delaware general
partnership, and StarNet, Inc. (StarNet/CEA II Partners, StarNet, Inc., and
certain other stockholders of the Company identified in the Letter Agreement are
collectively referred to as the "Sellers") have signed a letter agreement, dated
May 16, 1996 (the "Letter Agreement"), whereby, subject to certain conditions,
(i) Liberty has agreed to purchase from certain of the Sellers 5,581,807 shares
(the "Shares") of Common Stock of the Company, and (ii) certain of the Sellers
have agreed to grant to Liberty an option (the "Stockholder Option") to purchase
an additional 5,719,162 shares of Common Stock of the Company (the "Proxy
Shares") held by the Sellers at an initial exercise price of $2.00 per share,
which option will be accompanied by an irrevocable proxy (the "Proxy") to vote
the Proxy Shares during the term of the Stockholder Option. In addition,
StarNet/CEA II Partners and StarNet, Inc. have agreed to use their good faith
and reasonable best efforts to cause the Company, subject to approval by the
Company's Board of Directors, to grant to Liberty for nominal consideration an
option to purchase from the Company an additional 4,655,341 shares of newly
issued Common Stock of the Company (the "Company Option") at an initial exercise
price of $2.00 per share. See Item 6.
Upon completion of the transactions described in the Letter Agreement,
the Reporting Person will own 28.3% of the Company's outstanding Common Stock
and, as a result of the grant by the Sellers of the Proxy with respect to the
Proxy Shares, will have the right to vote approximately 52% of the outstanding
Common Stock of the Company (in each case, prior to the exercise of the Company
Option). Upon exercise of the Company Option (assuming completion of the
transactions described in the Letter Agreement), the Reporting Person would have
voting power with respect to approximately 60% of the outstanding Common Stock
of the Company. See Item 5. As a result, the Reporting Person would be able to
elect all of the members of the Board of Directors and would generally be
entitled to determine the outcome of all matters presented to a vote of the
stockholders of the Company (subject to Liberty's obligation described in the
Letter Agreement to elect one representative of the Sellers to the Board of
Directors of the Company).
Page 4 of 20 pages
<PAGE>
The Articles of Incorporation of the Company provide that (i) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) by the Company of all or substantially
all of its assets, (ii) the adoption of any plan or proposal for the
liquidation, dissolution or winding up of the Company or (iii) any
reclassification of securities or recapitalization of the Company, or any merger
or consolidation of the Company, shall require the affirmative vote of the
holders of at least seventy-five (75%) of the then-outstanding shares of capital
stock of the Company entitled to vote generally in the election of directors,
voting together as a single class. While the Reporting Person has not reached
any conclusion as to its inteded course of action, it currently expects that
following the consummation of the transactions contemplated by the Letter
Agreement it will seek to amend the Articles of Incorporation of the Company to
delete such super-majority voting requirements.
Except as otherwise disclosed in this Report, the Reporting Person has
not made any decision concerning its course of action with respect to the
Company. The Reporting Person could decide, depending on market and other
factors, to dispose of shares of the Company's Common Stock beneficially owned
by it, to acquire additional Common Stock or other equity securities of the
Company, to seek a strategic or other partner to share its controlling interest
in the Company or to take any other available course of action. In this regard,
the Reporting Person intends to continuously review its investment in the
Company and may in the future determine to change its present plans and
proposals relating to the Company, including determining to abandon or delay its
plans to acquire control of the Company. In reaching any conclusion as to its
future course of action, the Reporting Person will take into consideration
various factors, including without limitation the Company's business and
financial condition and prospects, other developments concerning the Company,
the effect of legal and regulatory requirements applicable to the Company and
the Reporting Person, other business opportunities available to the Reporting
Person, developments with respect to the business of the Reporting Person,
developments in the television and entertainment industries generally, general
economic conditions and money and stock market conditions.
Other than as described herein, none of the Reporting Person, or to
the best of the Reporting Person's knowledge, any of its executive officers,
directors or controlling persons, have any present plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or of any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the Board of Directors of the
Company; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company's business
or corporate structure; (g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be deleted from a national securities exchange or
to cease to be authorized to be quoted in any inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
Notwithstanding anything contained herein, the Reporting Person
reserves the right, depending on other relevant factors, to purchase additional
securities of the Company,
Page 5 of 20 pages
<PAGE>
dispose of all or a portion of its holdings of securities in the Company, or
change its intention with respect to any and all of the matters referred to in
this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
Item 5 is hereby amended and supplemented by adding the following
information thereto:
(a) Based on the Quarterly Report on Form 10-Q by the Company for the
quarter ended March 31, 1996, TCI believes that the aggregate number of shares
of Common Stock of the Company issued and outstanding as of May 13, 1996 was
23,944,281.
(b) As a result of the execution of the Letter Agreement, TCI may be
deemed to beneficially own an aggregate of 12,504,433 shares of Common Stock of
the Company, which includes the 1,203,464 shares of Common Stock previously
acquired by TCI, the 5,581,807 shares of Common Stock that Liberty has agreed to
purchase pursuant to the Letter Agreement, and the 5,719,162 shares of Common
Stock that would be subject to the Stockholder Option and the accompanying
Proxy. Such shares represent approximately 52.2% of the outstanding Common Stock
of the Company. Such amount does not include 4,655,431 shares of Common Stock
which would become issuable to Liberty upon exercise of the Company Option that
certain stockholders of the Company have agreed to use their reasonable best
efforts to cause the Company to grant to Liberty, subject to the approval of the
Board of Directors of the Company, in connection with the consummation of the
transactions contemplated by the Letter Agreement. Assuming Liberty purchases
the Shares and exercises each of the Stockholder Option and the Company Option
in full, TCI would own approximately 60% of the outstanding Common Stock of the
Company (approximately 56% on a fully diluted basis).
Statements herein relating to TCI's beneficial ownership of the Common
Stock do not include any shares of Common Stock which TCI may be deemed to
beneficially own by virtue of its ownership of certain equity securities of
Lenfest Communications, Inc. ("LCI"), of which StarNet, Inc. (a party to the
Letter Agreement) is a subsidiary. TCI does not have or share voting or
dispositive power as to any shares of Common Stock held by LCI or its
subsidiaries or affiliates (including StarNet, Inc.) by reason of the ownership
of such equity securities of LCI by TCI. Except those shares of Common Stock of
the Company which TCI may be deemed to beneficially own by reason of the
execution of the Letter Agreement, TCI disclaims beneficial ownership of any of
the shares of the Company's Common Stock beneficially owned by LCI.
(c) Except as otherwise reported herein, neither the Reporting Person
nor, to its knowledge, any of the Schedule 1 Persons has executed any
transactions with respect to the Common Stock of the Company during the past
sixty (60) days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF ISSUER
-----------------------
Item 6 is hereby amended and supplemented by adding the following
information thereto:
Page 6 of 20 pages
<PAGE>
The information contained under Item 4 above is hereby incorporated
by reference.
Because certain of the Sellers have not executed the Letter Agreement,
it is a condition to the Closing that all but one identified Seller agree to
participate in the transactions contemplated by the Letter Agreement. In
addition, StarNet/CEA II Partners and StarNet, Inc. have agreed to use their
reasonable best efforts to cause the other Sellers (other than such identified
Seller) to so participate. The Sellers that are parties to the Letter Agreement
have also agreed that they and their respective Board representatives will not
approve any issuance of any stock or equity rights prior to the Closing. In the
event that such identified Seller does not participate, Liberty will purchase
additional shares from the other Sellers so that the aggregate number of Shares
initially purchased by Liberty equals 5,581,807.
The Letter Agreement provides that all of the Sellers, representatives
on the Board of Directors of the Company will resign at the closing of the
transactions contemplated by the Letter Agreement (the "Closing") and will be
replaced by representatives of the Reporting Person; provided, that the
Reporting Person would use its best efforts to cause one representative of the
Sellers to be elected to the Board. Such change in the composition of the Board
of Directors may involve an increase or decrease in the total number of
directors.
Each of the Stockholder Option and the Company Option is exercisable
for a period of thirty months from the Closing, with the Stockholder option
being exercisable only as to all, and not less than all, of the Proxy Shares.
The Company Option would be non-transferable and would be exercisable in whole
or in part at any time during such thirty month period. Each of the Stockholder
Option and the Company Option is initially exercisable at $2.00 per share,
increasing to $2.20 per share during the period from six to eighteen months
following the Closing. Thereafter each such option will be exercisable at $2.42
per share. The Sellers also have agreed not to sell or pledge any of the Proxy
Shares prior to the expiration of the Stockholder Option. Following the Closing,
the Sellers will have "tag-along" rights relating to the remaining shares of the
Company's Common Stock that they currently own in the event that Liberty sells
all or substantially all of its shares of Common Stock of the Company (but only
in the event Liberty exercises the Stockholder Option and the Company Option).
The parties have agreed to use their reasonable best efforts and to
negotiate in good faith in order to execute a definitive stock purchase
agreement and option agreements containing the appropriate terms and conditions
within fifteen business days from the date of acceptance of the Letter
Agreement, which was May 16, 1996. The parties' obligations under the Letter
Agreement are subject to the completion of Liberty's due diligence investigation
of the Company, approval of the stock purchase agreement by Liberty's Board of
Directors and the absence of any material adverse developments in the financial
markets. The transactions contemplated by the Letter Agreement shall close upon
receipt of any governmental approvals but, in no event, later than September 30,
1996. Liberty has agreed to complete its due diligence investigation within
fifteen business days.
In addition, as previously described in the Report, TCI has certain
preemptive rights with respect to the issuance of additional equity securities
by the Company.
The summary description of the provisions of the Letter Agreement
contained herein is qualified in its entirety by reference to the Exhibits
attached hereto, which are hereby incorporated by reference.
Page 7 of 20 pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Item 7 of the Report is hereby amended and supplemented by adding the
following information thereto:
99.F. Letter Agreement, dated May 16, 1996, among Liberty Media
Corporation, StarNet/CEA II Partners and StarNet, Inc.
99.G. Press Release, dated May 16, 1996.
Page 8 of 20 pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information in this statement is true, complete
and correct.
Dated: May 22, 1996
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
Page 9 of 20 pages
<PAGE>
SCHEDULE 1
----------
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------- ------------------------
<S> <C> <C>
Bob Magness Chairman of the Board and Acquisition, development
Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John C. Malone President and Chief Executive Acquisition, development
Officer and Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Donne F. Fisher Executive Vice President, Acquisition, development
Treasurer and Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John W. Gallivan Director of TCI; Newspaper publishing
Chairman of the Board of
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Anthony Lee Coelho Director of TCI; Investment Services
President and CEO of
Wertheim Schroder Investment
Services, Inc.
787 7th Avenue, 5th Floor
New York, NY 10019
Kim Magness Director of TCI; Ranching and horse
Manages family business breeding
interests;
1470 South Quebec Way #148
Denver, CO 80231
</TABLE>
Page 10 of 20 pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- -------------------------- ------------------------
<S> <C> <C>
Robert A. Naify Director of TCI; Motion Picture
President and C.E.O. of Industry
Todd-AO Corporation;
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Senior Law
Partner in Baker & Botts, L.L.P.
599 Lexington Avenue, 29th Floor
New York, NY 10022
Gary K. Bracken Senior Vice President & Acquisition, development
Controller of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Stephen M. Brett Executive Vice President, Secretary Acquisition, development
and General Counsel of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Brendan R. Clouston Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Barry Marshall Chief Operating Officer of Acquisition, development
TCI Cable Management Corporation and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Larry E. Romrell Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
</TABLE>
Page 11 of 20 pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------- ------------------------
<S> <C> <C>
Bernard W. Senior Vice President & Treasurer Acquisition, development
Schotters, II of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Robert N. Thomson Senior Vice President, Government Acquisition, development
Affairs, of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Fred A. Vierra Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Peter R. Barton Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
</TABLE>
Page 12 of 20 pages
<PAGE>
EXHIBIT INDEX
99.F. Letter Agreement, dated May 16, 1996, among Liberty Media
Corporation, StarNet/CEA II Partners and StarNet, Inc.
99.G. Press Release, dated May 16, 1996.
Page 13 of 20 pages
<PAGE>
EXHIBIT 99.F
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 approvals 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.
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.
Page 14 of 20 pages
<PAGE>
Very truly yours,
LIBERTY MEDIA CORPORATION
By:______________________
Name:
Title:
ACCEPTED AND AGREED
this 16th day of May, 1996
StarNet/CEA II Partners
By: _______________________
Name:
Title:
StarNet, Inc.
By: _______________________
Name:
Title:
Page 15 of 20 pages
<PAGE>
PROJECT PUNCH
TERM SHEET
----------
PARTIES: Sellers: Star Net/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:
<TABLE>
<CAPTION>
Months after Closing Exercise Price Per Share
-------------------- ------------------------
<S> <C>
1-6 $2.00
7-18 $2.20
19-30 $2.42
</TABLE>
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.
Page 16 of 20 pages
<PAGE>
Star Net/CEA and Sellers shall use their good
faith and reasonable best efforts to cause the
Company to grant to the 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:
<TABLE>
<CAPTION>
Months after Closing Exercise Price Per Share
-------------------- ------------------------
<S> <C>
1-6 $2.00
7-18 $2.20
19-30 $2.42
</TABLE>
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 Buyers agree to use reasonable best
efforts and good faith negotiations to execute a
definitive stock purchase agreement, and option
agreements containing representation & 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 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.
Page 17 of 20 pages
<PAGE>
Sellers' board representatives will resign at
closing and be replaced by Buyer's
representatives. The Buyer shall use its best
efforts to cause the election of J. Patrick
Michaels, as the designee of Star Net/CEA and
StarNet, Inc., to the board of directors.
Page 18 of 20 pages
<PAGE>
EXHIBIT 99.G
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 efficiently 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."
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
Page 19 of 20 pages
<PAGE>
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
Page 20 of 20 pages
