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. 22)*
The Box Worldwide, Inc.
(F/K/A/ 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
(561) 833-7700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 10, 1997
(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.
- --------------
*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>
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 -0-
By 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)
59.2%
14. Type of Reporting Person*
PN (Limited)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 -0-
By Each Reporting Person 8. Shared Voting Power
With 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)
59.2%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 71,584
By Each Reporting Person 8. Shared Voting Power
With 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)
59.2%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 -0-
By 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)
59.2%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 22 ("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 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") and
as amended by Amendment No. 17 thereto dated June 12, 1996 ("Amendment No. 17")
and as amended by Amendment No. 18 thereto dated June 25, 1996 ("Amendment No.
18") and as amended by Amendment No. 19 thereto dated July 9, 1996 ("Amendment
No. 19") and as amended by Amendment No. 20 thereto dated July 21, 1997
("Amendment No. 20") and as amended by Amendment No. 21 thereto dated August 22,
1997 ("Amendment No. 21")(the July 1993 Statement as amended by Amendment Nos. 1
through 21 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 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 Starnet/CEA II and the
distribution of the assets of StarNet/CEA II to the joint venture partners upon
the completion of the proposed merger between the Company and TCI Music, Inc.
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 StarNet/CEA II was formed, as
described in the Original Statement, will have been accomplished if the proposed
merger of the Company with and into TCI Music is approved by the shareholders of
the Company and the merger is completed. As a result, the Reporting Persons have
agreed that StarNet/CEA II should be dissolved and the shares of the Company's
common stock held by StarNet/CEA 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. StarNet/CEA II and the Reporting Persons
have agreed with TCI Music to vote in favor of the proposed merger with TCI
Music. See Exhibit 99.22.1.
If the merger is not completed, however, StarNet/CEA II, and the Reporting
Persons (through StarNet/CEA II), 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. ("TCI Music"), 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. 22 as Exhibit 99.22.1). The purpose
of the Agreement is to provide for the dissolution and liquidation of
StarNet/CEA II 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 StarNet/CEA II 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, StarNet/CEA II will continue and
its assets will not be distributed to CEA and StarNet Int.
Item 7 of the Original Statement is amended and supplemented as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.22.1 Contingent Dissolution Agreement, dated December 10, 1997,
between the CEA Investors, Ltd. and StarNet Interactive
<PAGE>
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.
CEA INVESTORS PARTNERSHIP II, LTD., CEA INVESTORS, INC., a
a Florida limited partnership Florida corporation
By: CEA Investors, Inc., By:/s/David Burns
General Partner -------------------------------------
As: Vice President
/S/ DAVID BURNS
By: ------------------------
As: Vice President Dated: December 15, 1997
Dated: December 15, 1997
STARNET/CEA II PARTNERS
By: CEA Investors Partnership II,
Ltd., a Florida Limited
/S/ J. PATRICK MICHAELS, JR. Partnership, its General Partner
- --------------------------------
J. Patrick Michaels, Jr.
By: CEA Investors, Inc., General Partner
Dated: December 15, 1997
By: /S/ DAVID BURNS
------------------------------------
As: Vice President
Dated: December 15, 1997
See Exhibit Index (attached)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
Exhibit 99.22.1 Contingent Dissolution Agreement dated December 10,
1997 between CEA Investors Partnership II, Ltd. and
StarNet Interactive Entertainment, Inc.
EXHIBIT 99.22.1
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. 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
----------------------------------------
Name: David Burns
Title: Vice President
StarNet Interactive Entertainment, Inc.
By: /S/ H.F. LENFEST
---------------------------------------=
Name: H.F. Lenfest
Title: President
