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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. 15)*
Video Jukebox Network, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
92656G 10 8
(CUSIP Number)
Thomas K. Pasch, Esquire
Saul, Ewing, Remick & Saul
3800 Centre Square West
Philadelphia, PA 19102
(215) 972-7188
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 3, 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 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).
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Page 2 of 12 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*
AF
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)
59.3%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 12 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*
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 Each 1,833,555
Reporting Person With 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)
59.3%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 12 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*
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 of America
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)
59.3%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 12 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*
AF
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)
59.3%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 6 of 12 Pages
This statement on Schedule 13D constitutes Amendment No.
15("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"), as amended by Amendment No. 13 thereto, dated
September 22, 1995 ("Amendment No. 13") and as amended by Amendment No. 14
thereto, dated May 22, 1996 ("Amendment No. 14"; 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, Amendment No. 13 and Amendment No. 14 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 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 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. 14) between StarNet/CEA II Partners (the "Joint
Venture") and StarNet and 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 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.
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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, (c) Island Trading, (d) CEA Investors
Partnership II, Ltd, CEA Investors, Inc. and J. Patrick Michaels, Jr.
(the "CEA Group") and (e) the Joint Venture.
On June 3, 1994 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. 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 Transactions.
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, 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. 14. 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. 15 as
Exhibit 99.31.
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 the 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
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Page 8 of 12 Pages
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 99.31 Letter Agreement dated June 7, 1996 between Liberty
Media Corporation and StarNet/CEA II Partners and
StarNet, Inc.
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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.
LENFEST COMMUNICATIONS, INC., a STARNET, INC., a Delaware corporation
Delaware corporation
By: /s/ Harry F. Brooks By: /s/ Harry F. Brooks
As: Vice President As: Vice President
Dated: 6/11/96 Dated: 6/11/96
H. F. LENFEST STARNET INTERACTIVE
ENTERTAINMENT, INC., a Delaware
Corporation
/s/ H.F. Lenfest By: /s/ Harry F. Brooks
As: Vice President
Dated: 6/11/96 Dated: 6/11/96
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Page 10 of 12 Pages
EXHIBIT INDEX
Exhibit No. Description of Document
99.31 Letter Agreement dated June 7, 1996 and between
Liberty Media Corporation and StarNet/CEA II Partners and
StarNet, Inc.
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EXHIBIT 99.31
LIBERTY MEDIA CORPORATION
8101 East Prentice Avenue, Suite 500
Englewood, CO 80111
June 7, 1996
StarNet/CEA II Partners
StarNet, Inc.
c/o Communications Equity Associates
101 East 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
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Name: David Koff
Title: V.P.
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Page 12 of 12 Pages
ACCEPTED AND AGREED STARNET/CEA II PARTNERS
this 7th day of June, 1996
By: /s/ J. Patrick Michaels
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Name: J. Patrick Michaels
Title: Vice Chairman
STARNET, INC.
By: /s/ Samuel W. Morris, Jr.
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Name: Samuel W. Morris, Jr.
Title: Vice President
