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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. 19)*
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)
August 4, 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 11
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
StarNet, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER 1,883,555
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 12,242,655
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 1,883,555
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 9,013,845
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,981,261
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 92656G 10 8 Page 3 of 11
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lenfest Communications, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER 2,654,397
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 12,242,655
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 2,654,397
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 9,013,845
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,981,261
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 92656G 10 8 Page 4 of 11
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.F. Lenfest
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF | 7 | SOLE VOTING POWER 2,654,397
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 12,242,655
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 2,654,397
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 9,013,845
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,981,261
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 92656G 10 8 Page 5 of 11
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
StarNet Interactive Entertainment, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER -0-
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 12,242,655
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER -0-
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 9,013,845
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,981,261
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 92656G 10 8 Page 6 of 11
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Suburban Cable TV Co. Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF | 7 | SOLE VOTING POWER 770,842
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER -0-
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 770,842
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,981,261
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 92656G 10 8 Page 7 of 11
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This Amendment No. 19 ("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") and as amended by Amendment No.
2 thereto dated September 14, 1993 ("Amendment No. 2") and as amended by
Amendment No. 3 thereto dated December 21, 1993 ("Amendment No. 3") and as
amended by Amendment No. 4 thereto dated January 12, 1994 ("Amendment No. 4")
and as amended by Amendment No. 5 thereto dated February 10, 1994 ("Amendment
No. 5") and as amended by Amendment No. 6 thereto dated February 23, 1994
("Amendment No. 6") and as amended by Amendment No. 7 thereto dated March 9,
1994 ("Amendment No. 7") and as amended by Amendment No. 8 thereto dated May 9,
1994 ("Amendment No. 8") and as amended by Amendment No. 9 thereto dated July
11, 1994 ("Amendment No. 9") and as amended by Amendment No. 10 thereto dated
July 28, 1994 ("Amendment No. 10") and as amended by Amendment No. 11 thereto
dated August 9, 1994 ("Amendment No. 11") and as amended by Amendment No. 12
thereto dated January 12, 1995 ("Amendment No. 12") and 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") and as amended
by Amendment No. 15 thereto dated June 11, 1996 ("Amendment No. 15") and as
amended by Amendment No. 16 thereto dated July 9, 1996 ("Amendment No. 16") and
as amended by Amendment No. 17 thereto dated July 21, 1997 ("Amendment No. 17")
and as amended by Amendment No. 18 thereto dated August 12, 1997 ("Amendment No.
18") (the July 1993 Statement as amended by Amendment Nos. 1 through 18 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
hereto. 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 Service
Affiliation Agreement, dated August 4, 1997 (the "Agreement"), between the
Company and Suburban Cable TV Co. Inc. ("Suburban"), a wholly-owned subsidiary
of Lenfest Communications, Inc. ("LCI") and an affiliate of each of the other
persons listed on the execution page hereof. Suburban is a multiple system cable
operator serving approximately one million customers in eastern Pennsylvania,
southern New Jersey and northern Delaware. The Company and Suburban have entered
into the Agreement pursuant to which the Company has granted to Suburban certain
rights to exhibit and distribute certain services of the Company (the
"Services"). As an incentive to Suburban, to maximize the number of customers
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CUSIP No. 92656G 10 8 Page 8 of 11
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receiving the Services, the Company has granted 770,842 shares of Common Stock
to Suburban pursuant to the Agreement.
With respect to the Reporting Persons other than Suburban, except as
specifically modified, amended or supplemented by this Amendment, all of the
information in the Original Statement is hereby confirmed.
Item 2 of the Original Statement is amended and supplemented as follows:
Item 2. Identity and Background
As a result of the acquisition of shares by Suburban under the Agreement,
Suburban may be deemed to be included in the group with the Reporting Persons.
Suburban is a wholly-owned subsidiary of LCI. Suburban is a Pennsylvania
corporation principally engaged in the business of providing cable television
and other cable related services to its customers.
Suburban's principal business address and its principal office address is
Suburban Cable TV Co. Inc. c/o The Lenfest Group, 200 Cresson Boulevard, Oaks,
PA 19456. Suburban has not, during the last five years, been convicted in a
criminal proceeding, and Suburban has not, during the last five years, been a
party to a civil proceeding involving state or federal securities law
violations.
Item 3 of the Original Statement is amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration
Suburban has acquired Common Stock of the Company pursuant to the
Agreement. In exchange for providing services to the Company under the Agreement
and paying an existing invoice for prior services in the amount of $98,034.30,
Suburban has received 770,842 shares of Common Stock, subject to reduction as
provided for in the Agreement.
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 outstanding as of June 30, 1997 (as reported in the Company's
Report on Form 10-Q), and after giving effect to the issuance of the 770,842
shares of Common Stock to Suburban, is approximately 24,772,623. The percentage
of beneficial ownership of each of the Reporting Persons included in the
responses to Item 13 on the cover page filed herewith is computed based on such
aggregate number of shares.
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
The Company and Suburban have entered into the Agreement pursuant to which
the Company has granted to Suburban certain rights to exhibit and distribute the
Services for a period of seven years, subject to certain early termination and
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CUSIP No. 92656G 10 8 Page 9 of 11
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extension provisions, in exchange for compensation determined according to a
formula in the Agreement. As an additional incentive to Suburban, the Company
has agreed to issue to Suburban one share of Common Stock for each subscriber on
a system of Suburban that has committed to carry one of the Services as of
August 4, 1997. The Company has granted Suburban 770,842 shares of Common Stock
under the Agreement. If a system of Suburban fails to exhibit the Service on a
full-time basis as of December 31, 1998, or if certain other conditions are not
met, Suburban is required to return all or a portion of the shares of Common
Stock to the Company. If the Company authorizes a stock dividend, subdivision,
split-up of shares or combination of shares, the Common Stock issued to Suburban
under the Agreement is subject to further adjustment according to a formula in
the Agreement. Other Adjustment Events (as defined in the Agreement) require
Suburban to return Common Stock to the Company under formulas defined in the
Agreement.
A copy of the Agreement is filed with this Amendment No. 19 as Exhibit
99.19.1.
Item 7 of the Original Statement is amended and supplemented as follows:
Item 7. Material to be filed as Exhibits
Exhibit 99.19.1 Service Affiliation Agreement, dated as of August 4,
1997, between The Box Worldwide, Inc. and Suburban
Cable TV Co. Inc.
Exhibit 99.19.2 Amendment No. 1 to Joint Filing Agreement, dated
November 7, 1997.
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CUSIP No. 92656G 10 8 Page 10 of 11
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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., a STARNET, INC., a Delaware corporation
Delaware corporation
By: /s/ H. F. Lenfest By: /s/ H. F. Lenfest
--------------------------- -----------------------------
Name: H. F. Lenfest Name: H. F. Lenfest
As: President As: President
Dated: November 7, 1997 Dated: November 7, 1997
H. F. Lenfest STARNET INTERACTIVE ENTERTAINMENT, INC.,
a Delaware corporation
/s/ H.F. Lenfest
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Name: H. F. Lenfest
Dated: November 7, 1997 By: /s/ H. F. Lenfest
-----------------------------
Name: H. F. Lenfest
As: President
SUBURBAN CABLE TV CO. INC.
Dated: November 7, 1997
By: /s/ H. F. Lenfest
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Name: H. F. Lenfest
As: President
Dated: November 7, 1997
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CUSIP No. 92656G 10 8 Page 11 of 11
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EXHIBIT INDEX
Exhibit No. Description of Document
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Exhibit 99.19.1 Service Affiliation Agreement, dated as of August 4,
1997, between The Box Worldwide, Inc. and Suburban
Cable TV Co. Inc.
Exhibit 99.19.2 Amendment No. 1 to Joint Filing Agreement, dated
November 7, 1997.
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Exhibit 99.19.1
THE BOX WORLDWIDE, INC.
SERVICE AFFILIATION AGREEMENT
THIS AGREEMENT made this 4th day of August 1997 between THE BOX
WORLDWIDE, INC. ("THE BOX"), a Florida corporation whose principal place of
business is 1221 Collins Avenue, Miami Beach, Florida 33139 and Suburban Cable
TV Co. Inc. ("AFFILIATE"), a Pennsylvania corporation, whose principal place of
business is located at 200 Cresson Boulevard, Box 989, Oaks, PA 19456-0989.
IN CONSIDERATION of the mutual covenants hereinafter set forth, and
other good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, THE BOX and AFFILIATE agree as follows:
1. DEFINITIONS
(a) "Full-time" means 24-hours a day, 7 days a week on a single
channel.
(b) "Net Collected Telephone Revenue" means gross revenue from THE BOX
Primary Service on the System, less discounts, chargebacks, bad debt, billing,
processing and transport fees (as invoiced by THE BOX's telephone provider), and
applicable taxes.
(c) "Service(s)" means: (a) individually, either "THE BOX Primary
Service" or "THE BOX Satellite Service"; or (b) collectively, "THE BOX Primary
Service" and "THE BOX Satellite Service."
(d) "Service Subscriber" means a cable household or other entity
receiving the Service(s) distributed by a System.
(e) "System(s)" means the cable television systems under common control
with, controlling or controlled by AFFILIATE and listed on Schedule 1.
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(f) "THE BOX Primary Service" means the Full-time, head-end based
interactive video music service consisting of music programming and the
merchandising of music-related products and/or services.
(g) "THE BOX Satellite Service" means the satellite-delivered video
music service consisting of music programming and the merchandising of
music-related products and/or services.
2. GRANT OF RIGHTS
(a) Subject to the terms and conditions of this Agreement, THE BOX
hereby grants to AFFILIATE, and AFFILIATE hereby accepts the non-exclusive
right to exhibit and distribute the Service(s), for which THE BOX shall have the
option to charge viewers who order music videos through a "900 Telephone
Service" (or any other billing method used by THE BOX), over the Systems set
forth on Schedule 1 hereof, as such Schedule 1 may be added to or deleted from,
from time to time, pursuant to the terms of this Agreement.
(b) Notwithstanding any other provision of this Agreement, AFFILIATE
shall have the exclusive right to distribute the Service(s) in each area (each,
an "Exclusive Area") covered by a System where such System's cable television
subscribers in the Exclusive Area constitute fifty percent (50%) of all cable
television subscribers in the Exclusive Area. No other person or entity may
distribute the Service(s) in an Exclusive Area except for any generic national
service provided by THE BOX via satellite. THE BOX shall actively defend
AFFILIATE's right to the above exclusivity. In the event that THE BOX or
AFFILIATE is legally prevented by judicial, legislative or FCC action from
maintaining the above
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exclusivity, (a) AFFILIATE shall have no further obligation to make any further
payments to THE BOX under this Agreement with regard to the System(s) that has
lost exclusivity and (b) AFFILIATE may terminate this Agreement with regard to
the System(s) that has lost exclusivity.
(c) AFFILIATE shall complete Schedule 1 by listing: (i) each System
which shall have the right to exhibit and distribute the Service, (ii) the
communities to which the Service is available in a System's operating area,
(iii) the number of Service Subscribers of each such System, (iv) the channel
number the Service is to be initially cablecast on by each such System, (v) the
estimated launch date of the Service on each such System, and (vi) the
compensation arrangement, as set forth In Section 5 hereof, for each such
System. Schedule 1 shall be subject to the written approval of THE BOX.
(d) AFFILIATE may, at its option, add Systems to Schedule 1 hereto at
any time and shall promptly provide THE BOX with written notification thereof.
(e) Notwithstanding the above, the AFFILIATE may change the channel
on which the Service is cablecast due to a general channel realignment;
provided, however, that THE BOX is given sixty (60) days prior written notice
so that THE BOX may make the marketing changes.
3. DELIVERY AND DISTRIBUTION OF THE SERVICE
(a) AFFILIATE shall cablecast the Service(s) commencing on or about the
dates shown on Schedule 1, as such Schedule 1 may be amended from time to time.
AFFILIATE shall distribute the Service(s) without any editing, delay, additions,
alterations or deletions.
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However, with respect to each System that has at least forty thousand (40,000)
Service Subscribers, AFFILIATE may select either THE BOX Primary Service or THE
BOX Satellite Service.
(b) If AFFILIATE exhibits and distributes THE BOX Primary Service, THE
BOX shall own, deliver, install and maintain the necessary programming insertion
equipment (collectively, the "Unit") and AFFILIATE shall make available
sufficient space and power for housing the Unit. For each Unit, AFFILIATE shall
provide sufficient space for the one meter satellite dish required to receive
THE BOX Primary Service. Each Unit shall provide THE BOX signal which AFFILIATE
shall receive, process and cablecast throughout its System(s). THE BOX and
AFFILIATE shall each use their respective commercially reasonable efforts to
maintain a high quality of signal transmission of THE BOX Primary Service.
AFFILIATE shall permit an authorized representative of THE BOX 24 hour access to
the Unit, for inspection, repairs and maintenance.
(c) AFFILIATE understands and acknowledges that reliable performance
of THE BOX Primary Service requires adequate and appropriate satellite receiving
equipment. Accordingly, at THE BOX's option, THE BOX may: (i) use the satellite
receiving equipment of AFFILIATE; or (ii) at THE BOX's sole cost and expense,
install and maintain its own antenna and satellite receiving equipment (the
"Receiving Equipment") at the head-end of each of the System(s). THE BOX shall
retain all right, title and interest in, and ownership of, the Receiving
Equipment. AFFILIATE shall permit an authorized representative of THE BOX 24
hour access to the Receiving Equipment for inspection, repairs and maintenance.
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(d) If AFFILIATE exhibits and distributes THE BOX Satellite Service,
THE BOX Satellite Service shall be transmitted, at THE BOX's sole cost and
expense, via a domestic communications satellite used principally for
transmission of cable televised programs. THE BOX and AFFILIATE shall each use
their respective commercially reasonable efforts to maintain a high quality of
signal transmission of THE BOX Satellite Service. THE BOX shall give AFFILIATE
no less than sixty (60) days written notice of any proposed change of signal
transmission or of a change of satellite on which THE BOX Satellite Service is
transmitted.
4. TERM OF AGREEMENT
(a) Subject to Paragraph 4(b) hereof, the initial term of this
Agreement shall be seven (7) years commencing on the date first above written,
and shall be automatically renewed for successive one (1) year terms, unless
either party provides the other party with written notice of its intention not
to renew this Agreement, at least ninety (90) days prior to the expiration of
the term then in effect.
(b) This Agreement may be terminated with respect to each individual
System under the following conditions:
(i) by THE BOX upon ninety (90) days prior written notice to
AFFILIATE, if: (A) the "900 Telephone Service" (or any similar telephone service
then being used by THE BOX) in the area in which a System operates is
discontinued by the applicable telephone company; (B) access to such service
becomes materially restrictive; (C) costs for such service become excessive; or
(D) for any other reason, continued operation of the service is not, in the
opinion of THE BOX, economically feasible; and/or
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(ii) by either party in the event of a material breach of
the provisions of this Agreement by the other party and the failure of the
breaching party to reasonably cure such breach within thirty (30) business
days from the date it receives written notice of such breach.
(c) If this Agreement is terminated under Section 4(b) hereof,
AFFILIATE shall allow THE BOX to immediately remove the Unit and the Receiving
Equipment. AFFILIATE shall provide THE BOX with access to its facilities during
normal business hours in order for THE BOX to remove the Unit and the Receiving
Equipment, and AFFILIATE shall cooperate with THE BOX with respect to the
removal of the such equipment. Each Unit and the Receiving Equipment returned to
THE BOX shall be in good condition, subject to normal wear and tear.
5. SERVICE PLANS
In consideration of the terms and conditions set forth herein, for
each calendar quarter during the term of this Agreement, the parties hereto
shall accrue and thereafter pay to the applicable party the following amounts
for each Service described hereinafter, with respect to the Systems. The
applicable amount shall be calculated on a system-by-system basis as follows:
(a) Carriage of THE BOX Primary Service. AFFILIATE shall pay no license
fee for THE BOX Primary Service. THE BOX shall pay AFFILIATE a monthly amount
equal to the greater of (i) twenty percent (20%) of the Net Collected Telephone
Revenue plus five percent (5%) of net sales of all products sold over the
Services ("Product Sales") (defined as the dollar amount of the gross sales of
all products offered by THE BOX on its Services, which are ordered, paid for,
delivered and accepted by Service Subscribers, less discounts, returns,
chargebacks, bad debts, taxes, shipping and handling charges), or (ii) the
amount obtained by multiplying $.05 times the number of Full-Time Service
Subscribers served by such System. However, if THE BOX is able to reach an
agreement with Satellite Services,
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<PAGE>
Inc. ("SSI") at any time subsequent to the date of this Agreement, whereby the
affiliate fee consideration under Section 5 of the Affiliation Agreement dated
February 27,1997 between THE BOX and SSI (the "SSI Agreement") is modified, then
Section 5 of this Agreement shall be amended to contain the same affiliate fee
terms as set forth in the SSI Agreement.
(b) Carriage of THE BOX Satellite Service. AFFILIATE shall pay a
monthly license fee to THE BOX of $.05 multiplied by the number of Service
Subscribers receiving such Service.
(c) Bulk Billing. To the extent a System, which carries THE BOX
Satellite Service, provides television programming on a bulk-rate basis to
Service Subscribers (e.g., multiple unit residential buildings, hotels or
hospitals), the number of Service Subscribers per bulk customer shall be
determined by dividing (x) the total monthly bulk-rate charged by a System to a
particular bulk customer, by (y) the monthly rate charged by the System to such
System's non-bulk-rate Subscribers for the same level of television programming
services received by the particular bulk customer.
(d) Gratis Accounts. Solely with respect to Systems that carry THE
BOX Satellite Service, AFFILIATE shall not owe license fees for Service
Subscribers receiving complimentary cable service. AFFILIATE shall report all
complimentary cable service subscribers to THE BOX, as part of its monthly
reporting requirements.
6. REPORTS AND PAYMENTS
(a) Within thirty (30) days after each calendar month during the term
of this Agreement, AFFILIATE shall report on each System to THE BOX for such
month: (i) the
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<PAGE>
total number of Service Subscribers; and (ii) the postal zip codes served by the
Service. Such report shall be certified by AFFILIATE's Chief Financial Officer
or such other financial designee. Upon reasonable prior notice THE BOX may
conduct an audit of the subscriber count submitted by THE BOX, at THE BOX's sole
cost and expense.
(b) Within sixty (60) days after the end of each calendar month during
the term of this Agreement, THE BOX shall report to AFFILIATE actual Net
Collected Telephone Revenue and Product Sales for such calendar month. Such
report shall be certified by THE BOX's Chief Financial Officer or such other
financial designee.
(c) The amounts to be paid to AFFILIATE in accordance with Section 5(a)
hereof shall be payable within sixty (60) days after the end of each calendar
month. If an AFFILIATE System and a third party affiliate of THE BOX have
subscribers in the same zip code area, THE BOX will use reasonable efforts to
equitably allocate the payments to be made to the Systems in proportion to the
number of subscribers to the Service that the third party systems have in that
zip code area. The amounts to be paid to THE BOX in accordance with Section 5(b)
shall be invoiced monthly by THE BOX and payable by AFFILIATE within thirty (30)
days thereafter.
(d) Any undisputed amounts due and payable to a party hereto shall
accrue interest at the rate of one (1%) percent per month (or, if lower, the
maximum rate permitted by law) from the date on which such amount was due
through the date on which payment of such amount is made.
-8-
<PAGE>
(e) In the event of a good faith dispute regarding the amounts provided
for in Section 5(a) hereof, no such disputed amounts shall be due and payable by
a party hereto to the other party hereto nor subject to the interest charge
referred to in Section 6(d) hereof, unless and until such dispute has been
resolved to the mutual satisfaction of AFFILIATE and THE BOX. If such dispute is
not resolved within ninety (90) days after the dispute first arises, either
party may submit such dispute to binding arbitration pursuant to the rules of
the American Arbitration Association.
(f) Each party shall pay its respective share of any taxes or fees
which are imposed upon or assessed against such party. In particular, AFFILIATE
shall be responsible for any taxes or fees imposed upon or assessed against it
or any of the Systems which are based upon or measured by revenues of AFFILIATE
resulting from this Agreement. THE BOX shall be solely responsible for any sales
or use taxes imposed on the provider for revenue derived from the 900 telephone
service (or any other billing method used by THE BOX).
(g) During the term of this Agreement and for one year thereafter,
THE BOX shall maintain accurate and complete books and records in accordance
with generally accepted accounting principles and practices which, at a minimum,
shall contain sufficient information to enable an auditor to verify compliance
with or determine whether full effect has been given to Sections 5(a), 5(b),
6(a) and 6(b) hereof. During the Term and for one (1) year thereafter and upon
sixty (60) business days prior written notice, AFFILIATE may audit the books and
records of THE BOX that pertain to the Service (for the current and preceding
calendar year only), during normal business hours. AFFILIATE may only conduct
one (1) audit of THE BOX's books per calendar year. If AFFILIATE conducts an
audit pursuant to this Section,
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<PAGE>
AFFILIATE must make any claim against THE BOX within three (3) months after the
completion of the audit (the "Affiliate Claim Period"). If AFFILIATE fails to
make a claim within the Affiliate Claim Period, AFFILIATE shall be deemed to
have waived its right to collect any amounts due hereunder, for the period(s)
audited.
7. PROMOTION OF THE SERVICE. AFFILIATE shall, subject to availability,
make available the following promotions and services:
(a) Up to two times per calendar year, AFFILIATE shall, upon request
of THE BOX, make reasonable efforts to include, within the monthly billing
statement sent to each subscriber of the Systems, material supplied by THE BOX
to AFFILIATE with respect to the Service. THE BOX shall submit all such
material to AFFILIATE, for AFFILIATE's prior approval. The cost of material
supplied by THE BOX and any special handling costs incurred by AFFILIATE shall
be borne by THE BOX. However, AFFILIATE shall pay for all postage expenses
unless such material increases AFFILIATE's normal postage, in which case such
additional expense shall be borne by THE BOX.
(b) Each month in each of the Systems, subject to availability and
equivalent support of THE BOX by THE BOX's radio partners, AFFILIATE shall
cablecast a minimum of sixty (60) sixty (60) second or one hundred twenty (120)
thirty (30) second THE BOX cross-promotional announcements and/or THE BOX radio
affiliate announcements (supplied to AFFILIATE by THE BOX) where technical
capability exists, during other cable network programming. THE BOX shall submit
all cross-promotional and radio partner announcements to AFFILIATE for
AFFILIATE's prior approval. Wherever possible, such cross-promotional
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<PAGE>
announcements shall be cablecast between the hours of 8:00 a.m. and 12:00 a.m.
on channels with viewer demographics similar, in THE BOX's opinion, to the
demographics of viewers of the Service.
(c) AFFILIATE shall, if requested by THE BOX, insert a one-half page
ad supplied by THE BOX in the subscriber guide for each of the Systems once a
quarter, provided that the System: (i) publishes its own guide or has free space
or credit available from the publisher; and (ii) has approved such ad.
(d) AFFILIATE may use the current promotional material supplied by
THE BOX without the prior written consent of THE BOX.
8. MARKETING SUPPORT THE BOX's marketing and radio affiliations
departments will extend its best efforts to work closely with local media to
secure the highest amount of visibility possible, promoting AFFILIATE and the
Programming. THE BOX's marketing and radio affiliations departments will create
a series of promotions on an ongoing basis to continue supporting the launch of
the Programming and the Systems. THE BOX will extend its best efforts to provide
AFFILIATE with an ongoing schedule of :30 and :60 second commercial avails on
the Company's radio partners in (a) the Philadelphia DMA; and (b)
Harrisburg/Lancaster/York, to the extent THE BOX is able to secure radio
partners in such areas. In exchange, AFFILIATE will air :30 and :60 second
commercials promoting the Programming and THE BOX's radio affiliates on an
ongoing basis, pursuant to Section 7(b) hereof.
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<PAGE>
9. LAUNCH INCENTIVE
(a) THE BOX shall, within sixty (60) days of the signing of this
Agreement, issue to AFFILIATE a launch incentive of one (1) share of THE BOX's
common stock, par value $0.001 per share (the "Common Stock"), for each Service
Subscriber (a "Committed Subscriber") on a System which has committed to launch
THE BOX as of the date hereof, and as set forth on Schedule 1 hereof. However,
no shares of Common Stock shall be issued to AFFILIATE until AFFILIATE has paid
to the Company the amount indicated in the invoice attached hereto as Schedule
2.
(b) Notwithstanding the foregoing, AFFILIATE shall, by no later than
January 31, 1999, return one (1) share of Common Stock to THE BOX for each
Committed Subscriber who, on December 31, 1998, was a Service Subscriber of a
System which does not exhibit the Service(s) on a Full-time basis on December
31, 1998.
(c) If the number of Service Subscribers on Systems that are
exhibiting the Service(s) on a Full-time basis (the "Full Time Subscribers") is
less than the Net Number of Committed Subscribers (as hereinafter defined) as of
any of the following dates (each, a Determination Date), then AFFILIATE shall,
within thirty (30) days of such Determination Date, return an amount of shares
of the Net Received Common Stock (as hereinafter defined) to THE BOX, equal to:
<TABLE>
<CAPTION>
<S> <C> <C>
(Net Number of Committed Subscribers
minus No. of Full Time Subscribers on Determination Date X Determination
minus No. of shares of Common Stock previously returned Date Percentage
to The Box pursuant to this Section 9(c))
</TABLE>
For purposes hereof, the "Determination Date Percentage" means the following
percentage for each of the following Determination Dates:
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<PAGE>
Determination
Determination Date Date Percentage
------------------ ---------------
December 31, 1999 70%
December 31, 2000 50%
December 31, 2001 30%
December 31, 2002 10%
For purposes hereof: (i) "Net Number of Committed Subscribers" means the total
number of Committed Subscribers who, on December 31, 1998, are Full Time
Subscribers Service Subscribers on December 31, 1998; and (ii) "Net Received
Common Stock" means the total number of shares of Common Stock received by
AFFILIATE pursuant to Section 9(a) hereof, minus the number of shares of Common
Stock returned by AFFILIATE pursuant to Section 9(b) hereof.
(d) If, prior to the issuance of the Common Stock to AFFILIATE
pursuant to Section 9(a) hereof, either of the following events (each, an
"Adjustment Event") occurs: (i) the number of outstanding shares of Common Stock
is increased by a stock dividend payable in shares of Common Stock or by a
subdivision or split-up of shares of Common Stock, or (ii) the number of
outstanding shares of Common Stock is decreased by a combination of shares of
Common Stock, then, following the record date fixed for the determination of
holders of Common Stock entitled to receive the benefits of such Adjustment
Event, AFFILIATE shall thereafter have the right to receive, pursuant to Section
9(a) hereof, a number of shares of Common Stock equal to:
<TABLE>
<CAPTION>
<S> <C> <C>
No. of shares of Common Stock No. of shares of Common Stock
to which AFFILIATE is entitled X outstanding after Adjustment Event
prior to Adjustment Event No. of shares of Common Stock
outstanding prior to Adjustment Event
</TABLE>
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<PAGE>
(e) If, after the issuance of the Common Stock to AFFILIATE, under
Section 9(a) hereof, and prior to any return of Common Stock to THE BOX by
AFFILIATE, pursuant to Section 9(b) or 9(c) hereof, an Adjustment Event occurs
then, the amount of Common Stock to be returned by AFFILIATE pursuant to Section
9(b) or (c) shall be adjusted for each Adjustment Event that occurred during
such period according to the following formula:
<TABLE>
<CAPTION>
<S> <C> <C>
No. of shares of Common Stock No. of Shares of Common Stock
to which THE BOX is entitled X outstanding after Adjustment Event
prior to Adjustment Event No. of shares of Common Stock
outstanding prior to Adjustment Event
</TABLE>
(f) Notwithstanding the above, after December 31, 1998, if this
Agreement is terminated with respect to any individual System due to Section
4(b)(i) or AFFILIATE's termination of this Agreement pursuant to Section
4(b)(ii), then the Common Stock associated with that System's launch incentive
shall be considered earned and no return of Common Stock will be required.
(g) Any reference to Common Stock in this Section 9 shall be deemed
to include any securities into which the Common Stock are converted as a result
of any merger or other reorganization. In such event, the number of securities
to which AFFILIATE or THE BOX are entitled under Sections 9(a), (b) or (c) shall
be correspondingly adjusted (in addition to any adjustment pursuant to Sections
9(d) and 9(e)) in accordance with the conversion ratio used in such merger or
other reorganization.
-14-
<PAGE>
10. TRADEMARKS
(a) AFFILIATE acknowledges THE BOX's claim of exclusive right,
title and interest in and to the trademarks "THE BOX", "THE BOX" (with design),
"Music Television You Control", and all marks used in its various programming as
well as THE BOX's additional trade names, trademarks, marks, slogans and titles
("Marks"), and AFFILIATE agrees that all uses of the Marks now and hereafter
developed or used by THE BOX shall be owned by and shall inure to the sole and
exclusive benefit of THE BOX. Whenever AFFILIATE uses the trademark "THE BOX",
"THE BOX" (with design), "Music Television You Control", or any other Marks in
any promotional materials distributed by AFFILIATE or any of the Systems,
AFFILIATE or the System(s) shall clearly indicate THE BOX's ownership of such
Marks through the use of the symbol (R) or its legal equivalent and language
identifying THE BOX as the owner thereof.
(b) AFFILIATE may use the Marks in advertisements and promotional
material that promote the Service and/or programming contained therein, so long
as such use is in good taste and does not disparage the good will associated
with the Marks.
11. REPRESENTATIONS
(a) THE BOX represents and warrants to AFFILIATE that: (i) it is a
corporation duly organized and validly existing under the laws of the State of
Florida; and (ii) it has the power and authority to enter into this Agreement
and to perform all of its obligations hereunder.
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<PAGE>
(b) AFFILIATE represents and warrants to THE BOX that: (i) it is a
corporation duly organized and validly existing under the laws of the state of
its incorporation; and (ii) it has the power and authority to enter into this
Agreement and to perform all of its obligations hereunder.
12. INDEMNIFICATION
(a) THE BOX shall defend, indemnify and hold AFFILIATE and its
respective related companies and their respective present and former officers,
shareholders, directors, employees, partners and agents harmless from and
against all losses, liabilities, claims, costs, damages and expenses, including
reasonable attorney's fees and costs, at both the trial and appellate levels,
arising out of: (i) the content of the programming provided by THE BOX including
but not limited to, claims of libel, defamation, copyright (except music
performance fees directly assessed against an indemnified party under this
paragraph 12(a) as a result of transmission of the Service under this Agreement)
or trademark infringement; (ii) the use of the Marks in accordance with this
Agreement; or (iii) any breach on the part of THE BOX with respect to any of its
representations or obligations under this Agreement.
(b) AFFILIATE shall defend, indemnify and hold THE BOX and its
respective related companies and their respective present and former officers,
shareholders, directors, employees, partners and agents harmless from and
against all losses, liabilities, claims, costs, damages and expenses, including
reasonable attorneys' fees and costs, at both the trial and appellate levels,
arising out of any breach on the part of AFFILIATE with respect to any of its
representations or obligations under this Agreement.
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<PAGE>
(c) Except as provided expressly herein to the contrary, neither
party shall have any rights against the other party hereto for claims by third
parties for the non-operation of facilities or the non-furnishing of the
Service, if such non-operation or non-furnishing is due to acts of God,
inevitable accident, fire, lockout, strike, or other labor dispute, riot or
civil commotion, act of government or government instrumentality (whether
federal, state or local), act of terrorism, illness or incapacity of any
important performer, failure in whole or in part of transmission facilities or
other cause beyond the reasonable control of the affected party.
13. GENERAL
(a) THE BOX shall provide to AFFILIATE, on a quarterly basis and
otherwise upon reasonable request, all certifications necessary or appropriate
as to compliance by the Service with the Children's Television Act of 1990, as
amended, and any regulations promulgated thereunder.
(b) This Agreement contains the entire understanding of the parties
hereto relating to the subject matter hereof and can be amended only by written
amendments signed by both parties. If a provision of this Agreement is held
invalid, the remainder of this Agreement shall remain in full force and effect.
(c) The obligations of the parties under this Agreement are subject
to all applicable federal, state and local laws, rules and regulations, and this
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Florida. Except as otherwise provided herein, the parties shall
submit any dispute arising from this Agreement for resolution
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<PAGE>
by the Florida state courts sitting in Dade County, Florida and/or the federal
courts of the Southern District of Florida.
(d) This Agreement shall be binding on and inure to the benefit of
the respective assigns, transferees and successors of the parties.
(e) Nothing contained herein shall be deemed to create, and the
parties do not intend to create, any relationship or partners or joint ventures
as between AFFILIATE and THE BOX, and neither party is authorized to or shall
act toward third parties in a manner which would indicate any such relationship
with the other party. Neither THE BOX nor AFFILIATE shall be or hold itself out
as the agent of the other party under this Agreement.
(f) All notices and payments required to be given hereunder shall
be in writing and sent by certified mail, return receipt requested, to the
appropriate party at its address set forth below or at such other address as may
be given by notice hereunder, or by delivering it to an officer of such party in
person at such address. Where notice is sent by mail, it shall be deemed given
on the third day following the date of the mailing and, if delivered in person,
such notice shall be effective when so delivered.
If to THE BOX: The Box Worldwide, Inc.
1221 Collins Avenue
Miami Beach, Florida 33139
Attention: Luann M. Hoffman, Chief Financial Officer
If to AFFILIATE: Suburban Cable TV Co. Inc.
200 Cresson Blvd., Box 989
Oaks, PA 19456-0989
Attention: Debra Krzywicki, Executive Vice President
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth hereinabove.
THE BOX WORLDWIDE, INC. SUBURBAN CABLE TV CO. INC.
By: /s/ Alan McGlade By: /s/ H.F. Lenfest
---------------- ----------------
Name: Alan McGlade Name: H.F. Lenfest
Title: Chief Executive Officer Title: President
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<PAGE>
SCHEDULE 1
TO SERVE AFFILIATION AGREEMENT
BETWEEN
THE BOX WORLDWIDE, INC.
AND
Suburban Cable TV Co., Inc.
Commitments: Full-time Carriage
- --------------------------------
<TABLE>
<CAPTION>
Current Sub Count at
System Sub Count Rebuild Completion Launch Date
- ------ --------- ------------------ -----------
(Rebuild Completion estimated year end 1997)
<S> <C> <C> <C>
Delco/Wallingford 120,110 120,110 On air prior to 1997
Harrisburg, PA 70,000 103,292 Currently carried in portion
of system, balance coincident
with rebuild schedules.
Sellersville, PA 37,317 37,317 May 1, 1997
Salem, NJ 8,000 8,000 May 1, 1997
New Castle, DE 30,000 147,250 August 1, 1997, balance
coincident with rebuild
schedules.
Full-Time Total 265,427 415,969
</TABLE>
Page 1 of 2
<PAGE>
SCHEDULE 1
Commitments: Part-time Carriage
- --------------------------------
(These counts represent addressable sub and hours that are the non safe harbor
hours of adult programming.)
<TABLE>
<CAPTION>
System Sub Count Hours Launch Date
- ------ --------- ----- -----------
<S> <C> <C> <C>
Central Bucks, PA 52,847 12AM-9PM August 1, 1997
Chester County, PA 56,411 12AM-9PM August 1, 1997
Lancaster, PA 82,150 6AM-10PM June 1, 1997
Montgomery County, PA 96,846 12AM-9PM August 1, 1997
S. Jersey, NJ
(Turnersville) 66,619 12AM-9PM August 1, 1997
Part-time Total 354,873
Grand Total
Commitment 770,842
</TABLE>
THE BOX WORLDWIDE, INC. SUBURBAN CABLE TV CO. INC.
By: /s/ Alan McGlade By: /s/ H.F. Lenfest
---------------- ----------------
Name: Alan McGlade Name: H.F. Lenfest
Title: President and CEO Title: President
Page 2 of 2
<PAGE>
SCHEDULE 2
INVOICE
The Box Worldwide, Inc.
1221 Collins Ave.
Miami Beach, FL 33139 305-674-5000
SOLD TO: Invoice Number 9708-001
Invoice Date 08/07/97
Suburban Cable Our Order Number
P.O. Box 989 Your Order Number
Oaks, PA 19456-0989 Terms
Sales Rep
Re: Conversion to Stock Launch Incentive Shipped Via
F.O.B.
Prepaid or Collect
================================================================================
<TABLE>
<CAPTION>
Number of Subs Month Amount Per Sub Amount
<S> <C> <C> <C>
Refund of original cash incentive paid:
88,893 Wallingford $2.00 177,786.00
Less:
$.05 Guarantee January to July, 1997 79,751.70
Subtotal 98,034.30
Tax
Freight
$98,034.30
Pay This
Amount
Questions concerning this invoice? Make All Checks Payable to:
Call: Hector Figueras The Box Worldwide, Inc.
305-674-5078 1221 Collins Ave.
Miami Beach, FL 33139
</TABLE>
THANK YOU FOR YOUR BUSINESS!
<PAGE>
THE BOX WORLDWIDE - USA, INC.
ANALYSIS OF LENFEST AFFILIATE FEES
<TABLE>
<CAPTION>
System Jan. 97 Feb. 97 Mar. 97 Apr. 97 May 97 June 97 July 97 TOTALS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUB COUNT:
Lancaster 82,150 82,150
Sellersville 36,000 36,000 36,000
Harrisburg 70,040 70,040 70,040 70,040 70,040 70,040 70,040
Wallingford 118,922 118,922 118,922 118,922 118,922 118,922 118,922
------- ------- ------- ------- ------- ------- -------
188,962 188,962 188,962 188,962 224,962 307,112 307,112
======= ======= ======= ======= ======= ======= =======
AFFILIATE FEES:
$0.05 Guarantee
Lancaster 0.00 0.00 0.00 0.00 0.00 4,107.50 4,107.50 8,215.00
Sellersville 0.00 0.00 0.00 0.00 1,800.00 1,800.00 1,800.00 5,400.00
Harrisburg 3,502.00 3,502.00 3,502.00 3,502.00 3,502.00 3,502.00 3,502.00 24,514.00
Wallingford 5,946.10 5,946.10 5,946.10 5,946.10 5,946.10 5,946.10 5,946.10 41,622.70
-------- -------- -------- -------- -------- -------- -------- ---------
Total 9,448.10 9,448.10 9,448.10 9,448.10 11,248.10 15,355.60 15,355.60 79,751.70
-------- -------- -------- -------- -------- -------- -------- ---------
</TABLE>
<PAGE>
Exhibit 99.19.2
AMENDMENT NO. 1 TO JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities Act of 1934,
the undersigned hereby agree to the joint filing of this Schedule 13D, dated
August 4, 1997.
LENFEST COMMUNICATIONS, INC., STARNET, INC., a Delaware corporation
a Delaware corporation
By: /s/ H. F. Lenfest By: /s/ H. F. Lenfest
----------------------------- ----------------------------------------
Name: H. F. Lenfest Name: H. F. Lenfest
As: President As: President
Dated: November 7, 1997 Dated: November 7, 1997
H. F. Lenfest STARNET INTERACTIVE ENTERTAINMENT, INC.,
a Delaware corporation
/s/ H.F. Lenfest
- --------------------------------
Name: H. F. Lenfest
Dated: November 7, 1997 By: /s/ H. F. Lenfest
---------------------------------
Name: H. F. Lenfest
As: President
SUBURBAN CABLE TV CO. INC.
Dated: November 7 1997
By: /s/ H. F. Lenfest
-----------------------------
Name: H. F. Lenfest
As: President
Dated: November 7, 1997
