CUSIP NO. 92656G 10 8 Page 1 of 12 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)*
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 3, 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 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
CEA Investors Partnership II, Ltd.
Employer I.D. No.: 59-2881170
2. Check the appropriate box if a member of a group*
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Florida
Number of Shares 7. Sole Voting Power
Beneficially Owned By -0-
Each Reporting Person
With 8. Shared Voting Power
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)
59.3%
14. Type of Reporting Person*
PN (Limited)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 92656G 10 8 Page 3 of 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
CEA Investors, Inc.
Employer I.D. No.: 59-2827410
2. Check the appropriate box if a member of a group*
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
00
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Florida
Number of Shares 7. Sole Voting Power
Beneficially Owned By -0-
Each Reporting Person
With 8. Shared Voting Power
12,255,280
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
9,026,470
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)
59.3%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 92656G 10 8 Page 4 of 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
J. Patrick Michaels, Jr.
Social Security No.: ###-##-####
2. Check the appropriate box if a member of a group*
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
00
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
Number of Shares 7. Sole Voting Power
Beneficially Owned By 71,584
Each Reporting Person
With 8. Shared Voting Power
12,255,280
9. Sole Dispositive Power
71,584
10. Shared Dispositive Power
9,026,470
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)
59.3%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 92656G 10 8 Page 5 of 12 Pages
1. Name of reporting person
S.S. or I.R.S. Identification No. of above person
StarNet/CEA II Partners
Employer I.D. No.: 59-3197398
2. Check the appropriate box if a member of a group*
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
WC
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
With 8. Shared Voting Power
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)
59.3%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 92656G 10 8 Page 6 of 12 Pages
This Amendment No. 17 ("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") (the July Statement as amended by Amendment Nos. 1
through 16 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 exercise by Island Trading
Company, Inc. ("Island Trading") of its tag-along rights pursuant to the "Island
Trading Tag-Along Agreement" (as defined herein) to participate as a seller in
connection with the proposed arrangements (the "Proposed Transaction" as
described in Amendment No. 16) between StarNet/CEA II Partners (the "Joint
Venture") and StarNet, Inc. ("StarNet, Inc.") and Liberty Media Corporation, a
Delaware corporation ("Liberty Media") 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>
CUSIP NO. 92656G 10 8 Page 7 of 12 Pages
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
Proposed Transaction are (a) Video Holdings Corporation ("VHC"), the Blanks and
Puck (the "VHC Group"), (b) the Wolfsons and (c) Island Trading.
On June 3, 1996 Island Trading exercised its rights to participate in
the Proposed Transaction to the maximum extent permissible under the Tag-Along
Agreement dated as of April 21, 1994 (the "Island Tag-Along Agreement") between
Island Trading, the Joint Venture, CEA Investors Partnership II, Ltd. (the
"Partnership") and StarNet, Inc. Accordingly, Island Trading will be included in
the group with the Reporting Persons for purposes of the Proposed Transaction.
Island Trading may disclaim participation in any group. Island Trading has
previously filed a Schedule 13D with respect to its ownership of the Company's
common stock and has informed the Reporting Persons that it intends to file
amendments thereto with respect to the Proposed Transaction.
Item 5 of the Original Statement is 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 June 3, 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 June 3, 1996.
In the event the Proposed Transaction is closed with the participation
of the Joint Venture, StarNet, Inc., the VHC Group, the Wolfsons and Island
Trading as sellers, the allocation of the 5,581,807 shares to be purchased by
Liberty Purchaser and the 5,719,162 Proxy Shares to be subject to Proxies and
Liberty Options to be granted to Liberty Purchaser will vary from the numbers
disclosed in Amendment No. 16. The final allocations will be disclosed by an
amendment to this Schedule 13D upon the execution of definitive agreements
between the sellers and Liberty Purchaser.
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 7, 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 June
21, 1996. A copy of such letter agreement is filed with this Amendment No. 17 as
Exhibit 99.17.1.
<PAGE>
CUSIP NO. 92656G 10 8 Page 8 of 12 Pages
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, including the number of the 5,581,807 aggregate shares to
be purchased by Liberty Purchaser from, and the number of 5,719,162 shares
subject to Proxies and Liberty Options to be granted by each of the sellers to,
Liberty Purchaser.
The Reporting Persons believe that the VHC Group, the Wolfsons and
Island Trading will participate in the Proposed Transaction as set forth in the
Letter Agreement and the Term Sheet on the conditions set forth therein, to the
fullest extent permissible under the terms of the VHC Tag-Along Agreement, the
Wolfson Tag-Along Agreement and the Island Trading Tag-Along Agreement.
Item 7 of the Original Statement is amended and supplemented as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.17.1 Letter Agreement dated June 7, 1996 between Liberty
Media Corporation and StarNet/CEA II Partners and
StarNet, Inc.
Except as specifically modified, amended or supplemented by this
Amendment No. 17, all of the information in the Original Statement is hereby
confirmed.
<PAGE>
CUSIP NO. 92656G 10 8 Page 9 of 12 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
Florida limited partnership corporation
By: CEA Investors, Inc., General Partner By: /S/ THOMAS W. CARDY
----------------------------
As: Vice President
By: /S/ THOMAS W. CARDY Dated: June 12, 1996
------------------------
As: Vice President
Dated: June 12, 1996
STARNET/CEA II PARTNERS
By: CEA Investors Partnership
II, Ltd., a Florida
Limited Partnership, its
General Partner
/S/ J. PATRICK MICHAELS, JR.
- -------------------------------
J. Patrick Michaels, Jr. By: CEA Investors, Inc.,
General Partner
Dated: June 12, 1996
By: /S/ THOMAS W. CARDY
--------------------------
As: Vice President
Dated: June 12, 1996
See Exhibit Index (attached)
<PAGE>
CUSIP NO. 92656G 10 8 Page 10 of 12 Pages
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
99.17.1 Letter Agreement dated June
7, 1996 between Liberty
Media Corporation and
StarNet/CEA II Partners and
StarNet, Inc.
CUSIP NO. 92656G 10 8 Page 11 of 12 Pages
EXHIBIT 99.17.1
LIBERTY MEDIA CORPORATION
8101 East Prentice Avenue, Suite 500
Englewood, Colorado 80111
June 7, 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, 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 June 21, 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>
CUSIP NO. 92656G 10 8 Page 12 of 12 Pages
June 7, 1996
ACCEPTED AND AGREED
this 7th day of June, 1996
STARNET/CEA II PARTNERS
By: /S/ J. PATRICK MICHAELS,
---------------------------
Name: J. Patrick Michaels
Title: Vice Chairman
STARNET, INC.
By: /S/ H.F. LENFEST
---------------------------
H.F. (Gerry) Lenfest
Title: President
