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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
Video Jukebox Network, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
92656G108
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(CUSIP Number)
Stephen M. Brett, Esq.
Executive Vice President
and General Counsel
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
(303) 267-5500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 25, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with 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 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
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, as amended and supplemented, including most
recently by Amendment No. 2 thereto ("Amendment No. 2") filed on June 12, 1996
(collectively, 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 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of Issuer
-----------------------
Item 6 is hereby amended and supplemented by adding the following
information thereto:
Liberty, StarNet/CEA Partners II and StarNet, Inc. have further
amended the Letter Agreement by executing a letter agreement dated June 21, 1996
(as so amended, the "Amended Letter Agreement"), that extends the time period
for the completion of Liberty's due diligence investigation of the Company and
the execution of definitive documentation to July 8, 1996; provided, that
Liberty's obligations shall remain subject to Liberty's satisfactory completion
of its due diligence investigation of the Company, approval of such definitive
documentation and the transactions contemplated thereby by Liberty's Board of
Directors and the absence of any material adverse developments in the financial
markets.
Page 2 of 7 Pages
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A copy of such letter agreement is attached hereto as Exhibit 99.I.
and is incorporated herein by reference.
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.I. Letter Agreement, dated June 21, 1996, among Liberty Media
Corporation, StarNet/CEA II Partners and StarNet, Inc.
Page 3 of 7 Pages
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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: June 26, 1996
TELE-COMMUNICATIONS, INC.
By:/s/ Stephen M. Brett
---------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
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EXHIBIT INDEX
99.I. Letter Agreement, dated June 21, 1996, among Liberty
Media Corporation, StarNet/CEA II Partners and StarNet, Inc.
Page 5 of 7 Pages
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EXHIBIT 99.I.
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 and as amended, 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:____________________
Name:
Title:
Page 6 of 7 Pages
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June 21, 1996
ACCEPTED AND AGREED
this 25th day of June, 1996
StarNet/CEA II Partners
By: ____________________________
Name:
Title:
StarNet, Inc.
By: _______________________
Name:
Title:
Page 7 of 7 Pages
