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As filed with the Securities and Exchange Commission on October 1, 1996
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Registration No. 33-68414
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BET Holdings, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
52-1742995
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(I.R.S. Employer Identification No.)
One BET Plaza
1900 W Place, N.E.
Washington D.C. 20018-1211
(202) 608-2000
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(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Debra L. Lee, Esq.
One BET Plaza
1900 W Place, N.E.
Washington D.C. 20018-1211
(202) 608-2000
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Approximate date of commencement of proposed sale to the public.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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Deregistration of Shares
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BET Holdings, Inc. hereby removes from registration all shares
previously registered pursuant to this Registration Statement on Form S-3
(Registration No. 33-68414) that remain unsold by Paulette Johnson at the close
of business on October 1, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the District of
Columbia, on September 25, 1996.
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BET HOLDINGS, INC.
By: /s/ Robert L. Johnson
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Robert L. Johnson
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Name Title Date
---- ----- ----
/s/ Robert L. Johnson Chairman, Chief Execu- September 25,
- ------------------------- tive Officer and ---
Director 1996
* Executive Vice Presi- September 25,
- ------------------------- dent, Finance, Chief ---
William T. Gordon, III Financial Officer and 1996
Treasurer
* Director September 25,
- ------------------------- ---
Peter R. Barton 1996
* Director September 25,
- ------------------------- ---
Sheila Crump Johnson 1996
Director September 25,
- ------------------------- ---
Delano E. Lewis 1996
* Director September 25,
- ------------------------- ---
John C. Malone, Ph.D. 1996
Director September 25,
- ------------------------- ---
Herbert P. Wilkins, Sr. 1996
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*By: /s/ Robert L. Johnson
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Robert L. Johnson
As-Attorney-in-Fact
A POWER OF ATTORNEY AUTHORIZING ROBERT L. JOHNSON TO SIGN THE REGISTRATION
STATEMENT AND ALL AMENDMENTS THERETO AS ATTORNEY FOR THE DIRECTORS AND OFFICERS
OF THE REGISTRANT WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS
EXHIBIT 24.1 TO THE REGISTRATION STATEMENT.
