<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FINAL
THE BOX WORLDWIDE, INC.
(fka Video Jukebox Network, Inc.)
---------------------------------
(Name of Issuer)
Common Stock, $.001 par value
------------------------------
(Title of Class of Securities)
102904 10 9
-----------
(CUSIP Number)
Stephen M. Brett, Esq., Executive Vice President and General Counsel,
Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111, (303-267-5500)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 16, 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).
Exhibit Index is on Page 6
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Cusip No. 102904 10 9
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
TELE-COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds
AF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
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Number of (7) Sole Voting Power 0 Shares
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power 0 Shares
----------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0%
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(14) Type of Reporting Person
HC, CO
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
FINAL
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
THE BOX WORLDWIDE, INC.
(fka Video Jukebox Network, Inc.)
(Commission File No. 0-15445)
ITEM 1. Security and Issuer
-------------------
Tele-Communications, Inc., a Delaware corporation ("TCI"), hereby
amends and supplements its Statement on Schedule 13D (the "Statement") with
respect to the Common Stock, par value $.001 per share (the "Common Stock"), of
The Box Worldwide, Inc., a Florida corporation (the "Issuer"). In February,
1997, the Issuer changed its name to The Box Worldwide, Inc. from Video Jukebox
Network, Inc.
The principal executive offices of the Issuer are located at 1221
Collins Avenue, Miami Beach, Florida 33139. Unless otherwise indicated,
capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Statement.
TCI is filing this amendment to the Statement as a result of the merger
of TCI Music Acquisition Sub, Inc., a wholly-owned subsidiary of TCI Music,
Inc., and the Issuer, with the Issuer surviving as a wholly-owned subsidiary of
TCI Music, Inc. As a result of such merger, TCI ceased to be a beneficial owner
of more than five percent of the Common Stock.
ITEM 4. Purpose of Transaction
----------------------
Item 4 of the Statement is hereby amended and supplemented by adding
the following information thereto:
On December 16, 1997, at a Special Meeting of Shareholders of the
Issuer, the shareholders of the Issuer approved and adopted an Agreement and
Plan of Merger, dated as of August 12, 1997 (the "Merger Agreement"), among the
Issuer, TCI Music, Inc. ("TCI Music"), and TCI Music Acquisition Sub, Inc., a
wholly owned subsidiary of TCI Music ("Acquisition Sub"), which provided for,
among other things, Acquisition Sub merging with the Issuer (the "Merger"). The
Merger became effective on December 16, 1997. Pursuant to the terms of the
Merger Agreement, each outstanding share of Common Stock, including the Common
Stock beneficially owned by TCI, was converted into the right to receive .07 of
a share of TCI Music Series A Convertible Preferred Stock, par value $.01 per
share (the "Music Preferred Stock"), and cash in lieu of fractional shares of
the Music Preferred Stock. As a result, the Issuer became an wholly owned
subsidiary of
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TCI Music, and TCI became the beneficial owner of 84,242 shares of Music
Preferred Stock representing approximately 4.7% of the shares of Music Preferred
Stock outstanding after the Merger.
The foregoing summary of the Merger is qualified in its entirety by
reference to the complete terms, provisions and conditions thereof set forth in
the Prospectus of TCI Music and the Proxy Statement of the Issuer filed on
November 12, 1997, by such parties as part of a Registration Statement on
Form S-4 (No. 333-39943). Said Registration Statement and Prospectus and Proxy
Statement are incorporated herein by reference and are so filed herewith as
Exhibit 7(G) to this Amendment No. 2.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Statement is hereby amended and supplemented by adding
the following information thereto:
(e) As a result of the Merger described in Item 4 above, on December
16, 1997, TCI ceased to be the beneficial owner of more than five percent of the
Common Stock of the Issuer.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
(G) Registration Statement on Form S-4, filed by TCI Music and the
Issuer on November 12, 1997, and thereafter ordered effective on
November 12, 1997, under Commission File No. 333-39943, which is
hereby incorporated by this reference.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to the Statement
is true, complete and correct.
March 20, 1998 TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
----------------------------
Stephen M. Brett
Executive Vice President and
General Counsel
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EXHIBIT INDEX
-------------
EXHIBIT EXHIBIT PAGE
NUMBER
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7(G) Registration Statement on Form S-4, filed by TCI Music and --
the Issuer on November 12, 1997, and thereafter ordered
effective on November 12, 1997, under Commission File
No. 333-39943, which is hereby incorporated by this reference.
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