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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No.1)
BET Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $.02 per share
(Title of Class of Securities)
086585-10-6
(CUSIP Number)
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Stephen M. Brett, Esq. Frederick H. McGrath, Esq.
Senior Vice President Baker & Botts, L.L.P.
and General Counsel 599 Lexington Avenue
Tele-Communications, Inc. New York, New York 10022-6030
5619 DTC Parkway (212) 705-5000
Englewood, CO 80111
(303) 267-5500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 19, 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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
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 should 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).
*NOTE: THIS STATEMENT CONSTITUTES AMENDMENT NO. 1 OF THE REPORTING GROUP
SCHEDULE 13D AND ALSO CONSTITUTES AMENDMENT NO. 7 OF A REPORT ON
SCHEDULE 13D OF ROBERT L. JOHNSON AND AMENDMENT NO. 2 OF A REPORT ON
SCHEDULE 13D OF TELE-COMMUNICATIONS, INC.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
ROBERT L. JOHNSON
and
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
in respect of
BET HOLDINGS, INC.
This Report on Schedule 13D relates to the Class A common stock, par value
$.02 per share (the "Class A Stock"), of BET Holdings, Inc., a Delaware
corporation (the "Company"). The Report on Schedule 13D originally filed by the
Reporting Group (as defined below) on September 16, 1997 (the "Reporting Group
Schedule 13D") is hereby amended and supplemented to include the information
contained herein, and this Report constitutes Amendment No. 1 to the Reporting
Group Schedule 13D. The Report on Schedule 13D originally filed by Robert L.
Johnson on November 12, 1991, as amended and supplemented by the amendments
thereto previously filed with the Commission (collectively, the "Johnson
Schedule 13D"), is hereby amended and supplemented to include the information
contained herein, and this Report constitutes Amendment No. 7 to the Johnson
Schedule 13D. In addition, the Report on Schedule 13D originally filed by Tele-
Communications, Inc., a Delaware corporation ("TCI"), on August 15, 1994, as
amended and supplemented by the amendments thereto previously filed with the
Commission (collectively, the "TCI Schedule 13D"), is hereby amended and
supplemented to include the information contained herein, and this Report
constitutes Amendment No. 2 to the TCI Schedule 13D. Mr. Johnson and TCI (each,
a "Reporting Person") constitute a "group" for purposes of Rule 13d-5 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect
to their respective beneficial ownership of the Class A Stock and are
collectively referred to as the "Reporting Group." Capitalized terms not
defined herein have the meanings ascribed to such terms in the Reporting Group
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 4 of the Johnson Schedule 13D, the TCI
Schedule 13D and the Reporting Group Schedule 13D is hereby amended and
supplemented by adding the following information thereto:
Page 2 of 4 pages
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On September 19, 1997, the Reporting Persons transmitted a letter to Delano
E. Lewis, the sole member of the Special Committee of the Board of Directors of
the Company. A copy of such letter is filed as an Exhibit hereto and is hereby
incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
3. Letter, dated September 19, 1997, from Robert L. Johnson and Liberty
Media Corporation to Delano E. Lewis, the sole member of the Special
Committee of the Board of Directors of the Company.
Page 3 of 4 pages
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 19, 1997
--------------------------------
Robert L. Johnson
TELE-COMMUNICATIONS, INC.
By:
_____________________________
Name: Stephen M. Brett
Title: Executive Vice President
and General Counsel
Page 4 of 4 pages
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EXHIBIT INDEX
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Seq. Pg. No.
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1. Joint Filing Agreement between Robert L. Johnson and Tele-
Communications, Inc. regarding joint filing of Schedule 13D.*
2. Letter, dated September 10, 1997, from Robert L. Johnson
and Liberty Media Corporation to the Board of Directors of
the Company.*
3. Letter, dated September 19, 1997, from Robert L. Johnson and
Liberty Media Corporation to Delano E. Lewis, the sole member
of the Special Committee of the Board of Directors of the
Company.
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_____________________
* Previously filed.
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Exhibit 3
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Robert L. Johnson Liberty Media Corporation
2915 Audubon Terrace, N.W. 8101 East Prentice Avenue
Washington, D.C. 20018 Englewood, CO 80111
September 19, 1997
Mr. Delano E. Lewis
c/o Debra Lee
BET Holdings, Inc.
One BET Plaza
1900 W Place N.E.
Washington, D.C. 20018-1211
Dear Mr. Lewis:
This letter is to clarify and confirm our letter of September 10, 1997 pursuant
to which a new corporation ("Newco") formed by Robert L. Johnson and Liberty
Media Corporation (together, the "Group") would acquire (the "Acquisition") all
of the capital stock of BET Holdings, Inc. (the "Company") not already owned by
them at a price of $48.00 per share in cash. Neither member of the Group is
considering selling any portion of their Company shares to a third party.
As we stated in our prior letter, our offer is subject to obtaining financing.
In connection with the evaluation of financing alternatives the Group requests
that the Company grant to it and its attorneys, advisors, and authorized
representatives (including lenders) access to, upon reasonable notice, the
Company's books and records and make available to representatives of the Group
such of its officers and employees as the Group determines necessary in order to
complete their due diligence investigation of the Company. The Group members,
on behalf of themselves and their attorneys, advisors and representatives, would
be willing to execute an appropriate confidentiality agreement with the Company.
The group has retained the investment banking firm of Salomon Brothers Inc. to
advise it in the completion of the proposed Acquisition.
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We appreciate your giving this offer prompt and serious consideration, and look
forward to a response as soon as possible.
Sincerely,
LIBERTY MEDIA CORPORATION
by:
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Robert L. Johnson Robert R. Bennett
President
cc: Debra Lee
Sheila Crump Johnson
Herbert Wilkins
John Malone
Denzel Washington
