SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
BET HOLDINGS, INC.
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(Name of issuer)
Class A Common Stock, Par Value $.02 per share
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(Title of class of securities)
086585-10-6
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(CUSIP number)
Robert L. Johnson
Chairman of the Board
and Chief Executive Officer
One BET Plaza, 1900 W Place, N.E., Washington, D.C. 20018
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 27, 1997
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(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 the statement [ ].
(Page 1 of 8 Pages)
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CUSIP No. 086585-10-6 Page ____ of ____ Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert L. Johnson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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: 7 SOLE VOTING POWER
NUMBER OF : 6,829,103
:---------------------------------------------
SHARES : 8 SHARED VOTING POWER
: 79,600*
BENEFICIALLY :---------------------------------------------
: 9 SOLE DISPOSITIVE POWER
OWNED BY EACH : 6,829,103
:---------------------------------------------
REPORTING : 10 SHARED DISPOSITIVE POWER
: 79,600*
PERSON WITH :
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,908,703*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.0%
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14 TYPE OF REPORTING PERSON
IN
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* Includes 79,600 shares beneficially owned by Mr.
Johnson's spouse, as to which shares Mr. Johnson
disclaims beneficial ownership.
This statement amends and supplements the
Statement on Schedule 13D, as heretofore filed by Robert L.
Johnson with respect to his ownership of Class A Common
Stock, par value $.02 per share (the "Class A Stock"), of
BET Holdings, Inc. (the "Company").
ITEM 1. SECURITY AND ISSUER.
The principal executive offices of the Company are
located at One BET Plaza, 1900 W Place, N.E., Washington,
D.C. 20018-1211. The class of securities to which this
statement relates is the Class A Stock of the Company.
ITEM 2. IDENTITY AND BACKGROUND.
Mr. Johnson's business address is One BET Plaza,
1900 W Place, N.E., Washington, DC 20018-1211 and his
principal occupation is Chairman of the Board of Directors
and Chief Executive Officer of the Company.
During the last five years, Mr. Johnson has not
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors), nor has he been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment,
decree or final order enjoying future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
Mr. Johnson is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Class A Stock held by Mr. Johnson
are held for investment. Mr. Johnson may acquire, subject
to any required regulatory approvals, additional shares of
the Company, or may dispose of such shares, in the open-
market, in privately negotiated transactions or otherwise
depending upon the price and availability of shares, general
economic and stock market conditions and other factors. In
addition, Mr. Johnson may acquire additional shares of Class
A Stock through the exercise of his stock options.
Other than as set forth in this Schedule 13D, and
excepting that Mr. Johnson, as Chairman of the Board and
Chief Executive Officer of the Company, may from time to
time explore or be presented with corporate actions or
transactions relating to the items set forth below, Mr.
Johnson has no present plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional
securities of the issuer, or the disposition of securities
of the issuer;
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the issuer or of any of its subsidiaries;
(d) Any change in the present board of directors
or management of the issuer, including any plans or
proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the issuer;
(f) Any other material change in the issuer's
business or corporate structure, including but not limited
to, if the issuer is a registered closed-end investment
company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13
of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the issuer by any
person;
(h) Causing a class of securities of the issuer
to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 30, 1997, Mr. Johnson beneficially
owned 6,893,373 shares of Class A Stock, representing 46% of
the outstanding Class A Stock, as set forth below:
(i) Sole Voting and Dispositive Power.
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Form of Holding No. of Shares
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Class A Stock 1,912,973
Class C Stock 4,820,000
(Class C Stock is entitled to
10 votes per share and is
convertible to Class A Stock
at any time on a share-for-share
basis)
Stock Option Agreements to 80,800
Purchase Class A Stock
(ii) Shared Voting and Dispositive Power.
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Form of Holding No. of Shares
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Class A Stock 100
(Held by Spouse)
Stock Option Agreements to 79,500
Purchase Class A Stock
(Held by Spouse)
(b) Mr. Johnson has the sole power to vote and to
dispose of all the shares identified in ITEM 5(a)(i) above
(subject, in the case of options, to the exercise of such
options and the issuance of the shares). Mr. Johnson has
shared power to vote and to dispose of all of the shares
identified in ITEM 5(a)(ii) above with his spouse, Sheila
Crump Johnson. Mr. Johnson disclaims beneficial ownership
of the shares of Class A Stock identified in ITEM 5(a)(ii)
above.
(c) Within the last sixty days, Mr. Johnson
engaged in the following open market sales transactions:
Date No. of Price
---- Shares Sold -----
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6/19/97 13,000 $33.250
6/19/97 700 $33.375
6/20/97 10,000 $33.250
6/20/97 12,670 $33.250
6/23/97 10,000 $33.250
6/24/97 10,000 $33.875
6/24/97 10,000 $33.875
6/25/97 4,537 $33.875
6/27/97 100 $33.437
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
On November 6, 1991, Mr. Johnson, TW/BET Holding
Co. and LMC BET, Inc. (collectively, the "Parties") entered
an Agreement Among Stockholders pursuant to which the
Parties agreed that each Party (i) has the right to
designate one nominee to the Board of Directors of the
Company as long as such Party holds at least 1,500,000
shares of either the Company's Class B Common Stock or Class
C Common Stock and (ii) will vote in favor of each other
such Party's designee. On December 13, 1995, Time Warner
Entertainment Company, L.P. ("Time Warner"), the successor
in interest to TW/BET Holding Co., sold 1,518,300 shares of
Class B Common Stock and 1,518,300 shares of Class A Stock
to the Company, representing a complete divestiture of all
stock held by Time Warner. As a result, Time Warner no
longer has any rights or obligations under the Agreement
Among Stockholders, although Mr. Johnson is still bound by
its terms.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: July 31, 1997
/s/ Robert L. Johnson
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Name: Robert L. Johnson
