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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
The Box Worldwide, Inc.
(f/k/a/ 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, Esq.
Saul, Ewing, Remick & Saul LLP
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102-2186
(215) 972-7188
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 10, 1997
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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 [ ].
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.
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*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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CUSIP No. 92656G 10 8 Page 2 of 8 pages
This Amendment No. 20 ("Amendment") to the Statement on Schedule 13D
dated July 28, 1993 (the "July 1993 Statement"), as amended by Amendment No. 1
thereto dated August 9, 1993 ("Amendment No. 1"), as amended by Amendment No. 2
thereto dated September 14, 1993 ("Amendment No. 2"), as amended by Amendment
No. 3 thereto dated December 21, 1993 ("Amendment No. 3"), as amended by
Amendment No. 4 thereto dated January 12, 1994 ("Amendment No. 4"), as amended
by Amendment No. 5 thereto dated February 10, 1994 ("Amendment No. 5"), as
amended by Amendment No. 6 thereto dated February 23, 1994 ("Amendment No. 6"),
as amended by Amendment No. 7 thereto dated March 9, 1994 ("Amendment No. 7"),
as amended by Amendment No. 8 thereto dated May 9, 1994 ("Amendment No. 8"), as
amended by Amendment No. 9 thereto dated July 11, 1994 ("Amendment No. 9"), as
amended by Amendment No. 10 thereto dated July 28, 1994 ("Amendment No. 10"), as
amended by Amendment No. 11 thereto dated August 9, 1994 ("Amendment No. 11"),
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"), as amended by Amendment No. 14 thereto dated May 22, 1996
("Amendment No. 14"), as amended by Amendment No. 15 thereto dated June 11, 1996
("Amendment No. 15"), as amended by Amendment No. 16 thereto dated July 9, 1996
("Amendment No. 16"), as amended by Amendment No. 17 thereto dated July 21, 1997
("Amendment No. 17"), as amended by Amendment No. 18 thereto dated August 12,
1997 ("Amendment No. 18") and as amended by Amendment No. 19 thereto dated
November 7, 1997 ("Amendment No. 19") ( (the July 1993 Statement as amended by
Amendment Nos. 1 through 19 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 5
to Amendment No. 1 and Amendment No. 1 to the Joint Filing Agreement, dated
November 7, 1997, filed as Exhibit 99.19.2. 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 The Box Worldwide, Inc. (formerly known as 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 execution of a Contingent
Dissolution Agreement, dated December 10, 1997 (the "Agreement"), between the
CEA Investors Partnership II, Ltd. ("CEA") and StarNet Interactive
Entertainment, Inc. ("StarNet Int"). CEA and StarNet Int have entered into the
Agreement to provide for the dissolution of the Joint Venture and the
distribution of the Joint Venture's assets to the joint venture partners upon
the completion of the proposed merger between the Company and TCI Music, Inc.
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CUSIP No. 92656G 10 8 Page 3 of 8 pages
Except as specifically modified, amended or supplemented by this
Amendment, all of the information in the Original Statement is hereby confirmed.
Item 4 of the Original Statement is amended and restated in its entirety as
follows:
Item 4. Purpose of Transaction
The principal purposes for which the Joint Venture was formed, as
described in the Original Statement, will have been accomplished if the proposed
merger of the Company with and into TCI Music, Inc. is approved by the
shareholders of the Company and the merger is completed. As a result, the
Reporting Persons have agreed that the Joint Venture should be dissolved and the
shares of the Company's common stock held by the Joint Venture should be
distributed to CEA and StarNet Int, the joint venture partners, immediately
prior to the completion of the merger. CEA and StarNet Int have executed a
Contingent Dissolution Agreement, dated December 10, 1997. See Item 6, below.
The Joint Venture and the Reporting Persons have agreed with TCI Music to vote
in favor of the proposed merger with TCI Music. See Exhibit 99.18.1.
If the merger is not completed, however, the Joint Venture will
continue, the Joint Venture and the Reporting Persons (through the Joint
Venture) will continue to control a majority of the outstanding common stock of
the Company and will control the Board of Directors of the Company. In such
circumstance, the plans and objectives of the Reporting Persons will be to take
actions for the purpose of maximizing shareholder value, which actions may
include, without limitation, the sale of the Company or all or part of its
assets and the reorganization, recapitalization or other restructuring of the
Company for the purpose of making the Company an attractive acquisition target.
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
In anticipation of the vote to be held at the meeting of the
stockholders of the Company to approve the merger of the Company with and into
TCI Music, Inc., StarNet Int and CEA have entered into a Contingent Dissolution
Agreement, dated December 10, 1997 ("Agreement") (a copy of the Agreement is
filed with this Amendment No. 20 as Exhibit 99.20.1). The purpose of the
Agreement is to provide for the dissolution and liquidation of the Joint Venture
immediately prior to the completion of the merger between the Company and TCI
Music. If the merger is completed, the shares of the Company's common stock held
by the Joint Venture will be distributed to each of CEA and StarNet Int and each
will hold directly 4,506,922.5 shares of the Company's common stock. If the
merger is not completed, the Joint Venture will continue and its assets will not
be distributed to CEA and StarNet Int.
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CUSIP No. 92656G 10 8 Page 4 of 8 pages
Item 7 of the Original Statement is amended and supplemented as follows:
Item 7. Material to be filed as Exhibits
Exhibit 99.20.1 Contingent Dissolution Agreement, dated December 10, 1997,
between the CEA Investors Partnership II, Ltd. and StarNet
Interactive Entertainment, Inc.
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CUSIP No. 92656G 10 8 Page 5 of 8 pages
SCHEDULE 13D-A
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., STARNET, INC., a Delaware corporation
a Delaware corporation
By: /s/ H.F. Lenfest
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Name: H.F. Lenfest By: /s/ H.F. Lenfest
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As: President Name: H.F. Lenfest
As: President
Dated: December 15, 1997
Dated: December 15, 1997
H. F. Lenfest
STARNET INTERACTIVE
ENTERTAINMENT, INC., a Delaware
corporation
/s/ H.F. Lenfest
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Name: H. F. Lenfest
Dated: December 15, 1997 By: /s/ H.F. Lenfest
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Name: H.F. Lenfest
As: President
SUBURBAN CABLE TV CO. INC.
Dated: December 15, 1997
By: /s/ H.F. Lenfest
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Name: H.F. Lenfest
As: President
Dated: December 15, 1997
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CUSIP No. 92656G 10 8 Page 6 of 8 pages
EXHIBIT INDEX
Exhibit No. Description of Document
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Exhibit 99.20.1 Contingent Dissolution Agreement, dated December 10,
1997, between the CEA Investors Partnership II, Ltd.
and StarNet Interactive Entertainment, Inc.
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CUSIP No. 92656G 10 8 Page 7 of 8 pages
Exhibit 99.20.1
Contingent Dissolution Agreement
This Contingent Dissolution Agreement (this "Agreement") is made as of
December 10, 1997 by and between CEA Investors Partnership II, Ltd., a Florida
limited partnership ("CEA II, Ltd.") and StarNet Interactive Entertainment,
Inc., a Delaware corporation ("StarNet").
Background
1. CEA II, Ltd. and StarNet entered into a partnership agreement dated
as of August 24, 1993 to form a Delaware general partnership (the
"Partnership").
2. The Partnership was formed to jointly hold an equity interest in The
Box Worldwide, Inc., a Florida corporation (the "Box") (f/k/a Video Jukebox
Network, Inc.) for the purpose of obtaining control of the Box in order to
maximize shareholder values.
3. The Box has entered into a merger agreement with TCI Music, Inc.
("TCI") whereby the Box will merge into TCI following shareholder approval and
the satisfaction of all conditions precedent (the "Merger").
4. If the Merger is consummated, the purpose of the Partnership will
have been satisfied and the Partnership should dissolve and distribute all of
its assets to the partners.
Terms
AND NOW, intending to be legally bound, CEA II, Ltd. and StarNet hereby
agree as follows:
1. Dissolution and Distribution. Upon the consummation of the Merger,
the Partnership shall irrevocably dissolve and distribute to its partners all of
the remaining assets of the Partnership without any further action on the part
of any partner.
2. Timing of Dissolution. The Partnership shall be deemed to have
dissolved immediately prior to the consummation of the Merger, and any shares of
the Box held by the Partnership shall be deemed to have been distributed to the
partners in proportion to their percentage ownership of the Partnership
immediately prior to the consummation of the Merger, so that each of the
partners (and not the Partnership) shall exchange in the Merger shares of stock
of the Box held directly by each of them.
3. No Dissolution Without Consummation of Merger. Notwithstanding the
foregoing, the Partnership shall not dissolve or distribute its assets to the
partners unless the Merger is consummated by the parties thereto.
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CUSIP No. 92656G 10 8 Page 8 of 8 pages
IN WITNESS WHEREOF, CEA II, Ltd. and StarNet, intending to be legally
bound hereby, have caused their duly authorized officers to execute this
Agreement as of the date first written above.
CEA Investors Partnership II, Ltd.
By: CEA Investors, Inc., its General Partner
By: /s/ David Burns
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Name: David Burns
Title: Vice President
StarNet Interactive Entertainment, Inc.
By: /s/ H.F. Lenfest
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Name: H.F. Lenfest
Title: President
