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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
February 1, 1997
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BET HOLDINGS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-10880 52-1742995
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION
INCORPORATION) NUMBER)
One BET Plaza
1900 W Place, N.E.
Washington, D.C. 20018-1211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(202) 608-2000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On February 1, 1997, BET Black Movies LLC ("BET"), a Delaware limited
liability company and a wholly-owned subsidiary of BET Holdings, Inc., Encore
Media Corporation, a Colorado corporation and QE+ Ltd., a Colorado limited
partnership, entered into a limited liability company agreement (the "LLC
Agreement") relating to the formation and operation of BET Movies/STARZ!3, LLC,
a Delaware limited liability company (the "Company"). The Company will offer
the first urban and black-oriented movie channel devoted to showcasing black
film artists and will launch in February 1997, coinciding with Black History
Month. The LLC Agreement provides that Robert L. Johnson, Chairman and Chief
Executive Officer of BET Holdings, Inc., shall serve as Chairman of the Company
for so long as BET or an affiliate of BET is a member of the Company.
Pursuant to the terms of the LLC Agreement, in consideration for a 49%
ownership interest in the Company, BET shall be obligated to contribute an
aggregate of $24.1 million in cash to the Company as follows: (i) $2 million
which was contributed during 1996 and (ii) $22.1 million contributed pro-rata
over the 24 months of 1997 and 1998. The LLC Agreement further provides that
(i) on or after January 2003, BET, at its option, may put its ownership interest
to the other members of the Company at the fair market value of the transferred
ownership interests and (ii) at any time upon a Change of BET Control (as
defined in the LLC Agreement) the other members of the Company may call the
entire BET ownership interest in the Company at the fair market value of such
interests.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
None
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
BET Holdings, Inc.
BY: /s/ Debra L. Lee
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NAME: Debra L. Lee
TITLE: President and Chief
Operating Officer
DATE: February 11, 1997
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