<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
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)
<TABLE>
<S> <C>
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
</TABLE>
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 10, 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 ALSO CONSTITUTES AMENDMENT NO. 6 OF A REPORT ON SCHEDULE
13D OF ROBERT L. JOHNSON AND AMENDMENT NO. 1 OF A REPORT ON SCHEDULE 13D
OF TELE-COMMUNICATIONS, INC.
<PAGE>
CUSIP No. 086585-10-6
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Robert L. Johnson
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
BK, OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
United States
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 0 shares
Shares
Beneficially (8) Shared Voting Power 10,556,573 shares*
Owned by
Each (9) Sole Dispositive Power 0 shares
Reporting
Person (10) Shared Dispositive Power 10,556,573 shares*
With
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,556,573 shares*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
62.7%
Assumes conversion of all shares of Class B Common Stock and Class C
Common Stock beneficially owned by the Reporting Persons into shares
of Class A Common Stock. Because each share of Class B Common Stock
and Class C Common Stock generally is entitled to ten votes per
share while the Class A Common Stock is entitled to one vote per
share, the Reporting Persons may be deemed to beneficially own
equity securities of the Company representing approximately 91.8% of
the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
IN
____________________
* Includes 79,600 shares beneficially owned by Mr. Johnson's spouse, as to
which shares the Reporting Persons disclaim beneficial ownership.
Page 2 of 15 pages
<PAGE>
CUSIP No. 086585-10-6
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Tele-Communications, Inc.
84-1260157
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds
BK, OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power 0 shares
Shares
Beneficially (8) Shared Voting Power 10,556,573 shares*
Owned by
Each (9) Sole Dispositive Power 0 shares
Reporting
Person (10) Shared Dispositive Power 10,556,573 shares*
With
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,556,573 shares*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
62.7%
Assumes conversion of all shares of Class B Common Stock and Class C
Common Stock beneficially owned by the Reporting Persons into shares
of Class A Common Stock. Because each share of Class B Common Stock
and Class C Common Stock generally is entitled to ten votes per
share while the Class A Common Stock is entitled to one vote per
share, the Reporting Persons may be deemed to beneficially own
equity securities of the Company representing approximately 91.8% of
the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
____________________
* Includes 79,600 shares beneficially owned by Mr. Johnson's spouse, as to
which shares the Reporting Persons disclaim beneficial ownership.
Page 3 of 15 pages
<PAGE>
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
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. 6 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. 1 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." This Report on Schedule 13D
also constitutes the original Report (the "Reporting Group Schedule 13D") of the
Reporting Group. The Johnson Schedule 13D, the TCI Schedule 13D, and the
Reporting Group Schedule 13D, are collectively referred to as the "Schedule
13D."
The summary descriptions contained in this Report of certain agreements
and documents are qualified in their entirety by reference to the complete texts
of such agreements and documents filed as Exhibits hereto and incorporated
herein by reference. Information contained herein with respect
Page 4 of 15 pages
<PAGE>
to each Reporting Person and its executive officers, directors and controlling
persons is given solely by such Reporting Person, and no other Reporting Person
has responsibility for the accuracy or completeness of information supplied by
such other Reporting Person.
ITEM 1. SECURITY AND ISSUER.
The information set forth in Item 1 of the Johnson Schedule 13D and the
TCI Schedule 13D is hereby amended and supplemented by adding the following
information thereto, and such information also constitutes the Reporting Group
Schedule 13D:
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 Report relates is the Class A Stock of the Company.
Pursuant to Rule 13d-3 promulgated under the Exchange Act, this Report
also relates to the shares of Class A Stock issuable upon conversion of shares
of the Class B Common Stock, par value $.02 per share ("Class B Stock") and the
Class C Common Stock, par value $.02 per share (the "Class C Stock", and
collectively with the Class A Stock and the Class B Stock, the "Common Stock")
of the Company. The holders of Class A Stock are entitled to one vote per share
and holders of the Class B Stock and Class C Stock are entitled to ten votes per
share. Holders of Class A Stock, Class B Stock and Class C Stock vote together
on all matters except for the election of directors and as otherwise required
under Delaware law. The holders of Class A Stock, voting separately as a class,
vote to elect 25% of the directors of the Company, and the holders of Class B
Stock and Class C Stock, voting together as a class, vote to elect 75% of the
directors of the Company. The Class A Stock, Class B Stock, Class C Stock and
any options or other rights to acquire shares of Common Stock, are referred to
herein collectively as the "Company Securities."
ITEM 2. IDENTITY AND BACKGROUND.
The information set forth in Item 2 of the Johnson Schedule 13D and the
TCI Schedule 13D is hereby amended and supplemented by adding the following
information thereto, and such information also constitutes the Reporting Group
Schedule 13D:
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
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Page 5 of 15 pages
<PAGE>
Mr. Johnson is a United States citizen.
TCI's principal business address is Terrace Tower II, 5619 DTC Parkway,
Englewood, Colorado 80111. TCI, through its subsidiaries and affiliates, is
principally engaged in the construction, acquisition, ownership and operation
of cable television systems and the provision of satellite-delivered video
entertainment, information and home shopping programming services to various
video distribution media, principally cable television systems. TCI also has
investments in cable and telecommunications operations and television
programming in certain international markets as well as investments in companies
and joint ventures involved in developing and providing programming for new
television and telecommunications technologies.
The name, business address and present principal occupation or
employment and the name, address and principal business of any corporation or
other organization in which such employment is conducted, of (i) each of the
executive officers and directors of TCI, (ii) each person controlling TCI, and
(iii) the executive officers and directors of any corporation controlling TCI,
are set forth in Schedule 1 attached hereto and incorporated herein by
reference.
During the last five years, neither TCI nor, to the best of its
knowledge, any of its executive officers, directors or controlling persons has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities law or finding any violation with respect to such law.
TCI is a corporation formed under the laws of the state of Delaware. To
the best knowledge of TCI, each of its executive officers and directors is a
citizen of the United States, except as specifically set forth in Schedule 1
hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 3 of the Johnson Schedule 13D and the
TCI Schedule 13D is hereby amended and supplemented by adding the following
information thereto, and such information also constitutes the Reporting Group
Schedule 13D:
As more fully described in Item 4 of this Schedule 13D, the Reporting
Persons have made a proposal (the "Proposal") to the Company pursuant to which
an entity to be formed by the Reporting Persons ("Newco"), would acquire all of
the common stock of the Company not already owned by Mr. Johnson and TCI (the
"Acquisition"). The Proposal contemplates that current shareholders of the
Company would be paid $48 in cash for each share of Class A Stock held.
Mr. Johnson and TCI currently contemplate that in connection with the
Acquisition each of them would contribute all of their Company Securities to
Newco; however, the Reporting Persons have not yet formulated definitive plans
regarding such equity contributions. The Reporting Persons
Page 6 of 15 pages
<PAGE>
currently expect to cause Newco to borrow the balance of the funds required to
effect the Acquisition. The Reporting Persons may seek to cause Newco to borrow
a portion of the funds to effect the Acquisition from banks or other financial
institutions and/or to obtain additional funds through the issuance and sale of
debt securities of Newco; however, the Reporting Persons have not obtained any
commitment from any bank or financial institution regarding any such loan or
received any commitment or other formal undertaking from any person or firm to
purchase or place any such debt securities. It is expected that in connection
with the Acquisition, the Company will assume, guarantee or otherwise become
liable for, contractually or by operation of law, Newco's obligations under any
borrowings of Newco or debt securities sold by Newco. Following the Acquisition,
the Reporting Persons also expect to use the Company's available cash resources
to pay certain of the costs of the Acquisition or retire or amortize certain
obligations incurred to effect the Acquisition.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 4 of the Johnson Schedule 13D and the
TCI Schedule 13D is hereby amended and supplemented by adding the following
information thereto, and such information also constitutes the Reporting Group
Schedule 13D:
On September 10, 1997, the Reporting Persons transmitted a letter to the
Board of Directors of the Company proposing that the Reporting Persons acquire,
by merger or other business combination, all of the common stock of the Company
not owned by the Reporting Persons at a price of $48 per share in cash. The
Proposal is conditioned upon, among other things, the approval of the
Acquisition by the Board of Directors of the Company, negotiation and execution
of a mutually acceptable acquisition agreement, the receipt of financing on
acceptable terms in amounts sufficient to effect the Acquisition, and other
customary conditions. It is expected that, in the event the Acquisition is
consummated, the registration of the Class A Stock pursuant to Section 12 of the
Exchange Act would be terminated, and the Class A Stock would cease to be listed
on the New York Stock Exchange, Inc. or on any other inter-dealer quotation
system or on any securities exchange. The description contained herein of the
Proposal is qualified in its entirety by reference to the complete text of the
proposal letter, a copy of which is filed as an Exhibit hereto and incorporated
by reference herein.
By virtue of their ownership of the Company Securities the Reporting
Persons possess voting control of the Company and are entitled, as a result of
their ownership of shares of Class B Stock and Class C Stock, to elect 75% of
the members of the Board of Directors. Mr. Johnson is the Chairman of the Board
and Chief Executive Officer of the Company. In addition, Dr. John C. Malone, the
Chairman of the Board and Chief Executive Officer of TCI, and Robert R. Bennett,
an Executive Vice President of TCI and the President and Chief Executive Officer
of Liberty Media Corporation, a wholly owned subsidiary of TCI ("Liberty"), are
members of the Board of Directors of the Company.
As of the date hereof, the Company's Board of Directors has not
responded to the Proposal. There can be no assurance that the Board of Directors
of the Company will accept the Proposal or,
Page 7 of 15 pages
<PAGE>
if accepted, that the conditions set forth in such proposal, including the
obtaining of requisite financing, will be satisfied, that a mutually acceptable
definitive acquisition agreement will be entered into, or that the Acquisition
will be consummated.
Each of the Reporting Persons has considered, but has not made any
decision concerning, its course of action if the Company's Board of Directors
rejects the Proposal or refuses to engage in discussions with Mr. Johnson and
TCI regarding the proposed Acquisition, or if begun, such discussions do not
result in the execution of a mutually satisfactory acquisition agreement. In
such event, each of Mr. Johnson and TCI could decide (i) to acquire additional
shares of Class A Stock or other securities of the Company in the open market,
in privately negotiated transactions or otherwise, (ii) to continue to hold such
shares and maintain voting control of the Company, or (iii) to take any other
available course of action, which could involve one or more of the types of
transactions or have one or more of the results described in the last paragraph
of Item 4 of this Schedule 13D. Regardless, each of the Reporting Persons
specifically reserves the right to change its intention with respect to any or
all of such matters. In reaching any decision as to its course of action (as
well as to the specific elements thereof), each of the Reporting Persons
currently expects that it would take into consideration a variety of factors,
including, but not limited to, the Company's business and prospects, other
developments concerning the Company and the cable television and entertainment
programming industries generally, other business opportunities available to such
Reporting Person, other developments with respect to the business of such
Reporting Person, general economic conditions and money and stock market
conditions, including the market price of the Class A Stock.
Other than as set forth in this Schedule 13D, the Reporting Persons have
no present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Company or the disposition of securities of the Company;
(b) An extraordinary corporation transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, 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 Company;
(f) Any other material change in the Company's business or corporate
structure;
Page 8 of 15 pages
<PAGE>
(g) Changes in the Company charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company 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 Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated in this item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 5 of the Johnson Schedule 13D and the
TCI Schedule 13D is hereby amended and supplemented by adding the following
information thereto, and such information also constitutes the Reporting Group
Schedule 13D:
(a)-(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1997 reports that as of June 9, 1997 there were outstanding
10,013,755 shares of Class A Stock, 1,831,600 shares of Class B Stock and
4,820,000 shares of Class C Stock. As of the date hereof and assuming the
conversion into Class A Stock of all shares of Class B Stock and Class C Stock
held by the Reporting Persons, the Reporting Persons beneficially own an
aggregate of 10,556,573 shares of Class A Stock, or approximately 62.7% of the
shares of Class A Stock deemed outstanding. Of these shares, (i) Mr. Johnson
owns 1,913,073 shares of Class A Stock and 4,820,000 shares of Class C Stock and
holds options (which are currently exercisable or become exercisable within the
next 60 days) to acquire 160,300 shares of Class A Stock, and (ii) TCI (through
Liberty) owns 1,831,600 shares of Class A Stock and 1,831,600 shares of Class B
Stock. The shares of Class A Stock beneficially owned by Mr. Johnson (including
shares issuable upon exercise of such options) constitute approximately 20.4% of
the outstanding shares of Class A Stock (without giving effect to the conversion
of Mr. Johnson's shares of Class C Stock), the shares of Class A Stock
beneficially owned by TCI constitute approximately 18.3% of the outstanding
shares of Class A Stock (without giving effect to the conversion of TCI's shares
of Class B Stock), the shares of Class B Stock beneficially owned by TCI
constitute 100% of the outstanding shares of Class B Stock, and the shares of
Class C Stock beneficially owned by Mr. Johnson constitute 100% of the
outstanding shares of Class C Stock. With respect to Mr. Johnson, the foregoing
amounts include 100 shares of Class A Stock and options (which are currently
exercisable or become exercisable within the next 60 days) to acquire 79,500
shares of Class A Stock held by Mr. Johnson's wife. The Reporting Persons
disclaim beneficial ownership of all shares and options held by Mr. Johnson's
wife.
Because of the voting power attributable to the Class B Stock and Class
C Stock beneficially owned by the Reporting Persons, the Company Securities
beneficially owned by the Reporting Persons constitute approximately 91.8% of
the outstanding voting power of the Company.
Page 9 of 15 pages
<PAGE>
By virtue of their status as a "group" for purposes of Rule 13d-5, each
of Mr. Johnson and TCI may be deemed to have shared voting and dispositive power
over the shares owned by the other person.
(c) None
(d) None
(e) None
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
The information set forth in Item 6 of the Johnson Schedule 13D and the
TCI Schedule 13D is hereby amended and supplemented by adding the following
information thereto, and such information also constitutes the Reporting Group
Schedule 13D:
The information set forth in Items 3 and 4 of this Schedule 13D is
hereby incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement between Robert L. Johnson and Tele-
Communications, Inc.
2. Letter, dated September 10, 1997, from Robert L. Johnson and Liberty
Media Corporation to the Board of Directors of the Company.
Page 10 of 15 pages
<PAGE>
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 15, 1997
/s/ Robert L. Johnson
--------------------------
Robert L. Johnson
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
------------------------
Name: Stephen M. Brett
Title: Executive Vice President
and General Counsel
Page 11 of 15 pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Seq. Pg. No.
<S> <C>
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.
</TABLE>
Page 12 of 15 pages
<PAGE>
SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
Principal Business or
Principal Occupation Organization in which
Name and Business Address such Business is Conducted
- ---- -------------------- --------------------------
<S> <C> <C>
John C. Malone Chairman of the Board and Chief Cable television &
Executive Officer & Director of telecommunications; &
TCI, programming services
5619 DTC Parkway,
Englewood, CO 80111
Leo J. Hindery, Jr. President and Chief Operating Cable television &
Officer & Director of TCI, telecommunications; &
5619 DTC Parkway, programming services
Englewood, CO 80111
Donne F. Fisher Consultant & Director of TCI, Cable television &
5619 DTC Parkway, telecommunications; &
Englewood, CO 80111 programming services
John W. Gallivan Director of TCI; Chairman of the Newspaper publishing
Board of Kearns-Tribune
Corporation,
400 Tribune Building,
Salt Lake City, UT 84111
Tony Coelho Director of TCI; Chairman of the Investment services
Board & Chief Executive Officer
of ETC w/TCI, Inc.; Chairman &
Chief Executive Officer of
Coelho Associates, L.L.P.,
1325 Avenue of the Americas,
26th Floor,
New York, NY 10019
</TABLE>
Page 13 of 15 pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business or
Principal Occupation Organization in which
Name and Business Address such Business is Conducted
- ---- -------------------- --------------------------
<S> <C> <C>
Kim Magness Director of TCI & TCI Management of personal
Communications, Inc.; Manages investments
various personal investments,
4000 E. Belleview,
Englewood, CO 80111
Paul A. Gould Director of TCI; Managing Securities firm
Director and Executive Vice
President of Allen & Company,
Incorporated,
711 Fifth Avenue,
New York, NY 10022
Robert A. Naify Director of TCI; President and Motion Picture Industry
Chief Executive Officer of
Todd-AO Corporation,
172 Golden Gate Avenue,
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Business Business Consulting: Law
Consultant; Senior Counsel to
Baker & Botts, L.L.P.,
5619 DTC Parkway,
Englewood, CO 80111
J. C. Sparkman Director of TCI and Consultant, Cable television &
5619 DTC Parkway, telecommunications; &
Englewood, CO 80111 programming services
Gary K. Bracken Senior Vice President & Cable television &
Controller of TCI telecommunications; &
Communications, Inc., programming services
5619 DTC Parkway,
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Cable television &
Secretary & General Counsel of telecommunications; &
TCI, 5619 DTC Parkway, programming services
Englewood, CO 80111
</TABLE>
Page 14 of 15 pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business or
Principal Occupation Organization in which
Name and Business Address such Business is Conducted
- ---- -------------------- --------------------------
<S> <C> <C>
Larry E. Romrell Executive Vice President of TCI, Cable television &
5619 DTC Parkway, telecommunications; &
Englewood, CO 80111 programming services
Bernard W. Schotters, II Senior Vice President & Cable television &
Treasurer of TCI, telecommunications; &
5619 DTC Parkway, programming services
Englewood, CO 80111
Fred A. Vierra Executive Vice President Cable television &
of TCI; Chief Executive Officer telecommunications; &
and Director of programming services
Tele-Communications
International, Inc.,
5619 DTC Parkway,
Englewood, CO 80111
Robert R. Bennett Executive Vice President of TCI; Cable television &
President and Chief Executive telecommunications; &
Officer of Liberty Media programming services
Corporation,
5619 DTC Parkway,
Englewood, CO 60111
</TABLE>
Page 15 of 15 pages
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of September 12, 1997, by and between
Tele-Communications, Inc., a Delaware corporation, and Robert L. Johnson.
WHEREAS, each of the parties hereto beneficially owns shares, or
options to purchase shares, of Class A Common Stock, Class B Common Stock or
Class C Common Stock (collectively, the "Company Securities") of BET Holdings,
Inc., a Delaware corporation;
WHEREAS, the parties hereto constitute a "group" with respect to the
beneficial ownership of the Company Securities for purposes of Rule 13d-1 and
Schedule 13D promulgated by the Securities and Exchange Commission; and
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto shall prepare a single statement containing the
information required by Schedule 13D with respect to their respective interests
in the Company Securities (the "Reporting Group Schedule 13D"), and the
Reporting Group Schedule 13D shall be filed on behalf of each of them.
2. Each party hereto shall be responsible for the timely filing of
the Reporting Group Schedule 13D and any necessary amendments thereto, and for
the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning any other party contained therein, except to the extent
that he or it knows or has reason to believe that such information is
inaccurate.
3. This Agreement shall continue unless terminated by any party
hereto.
4. Stephen M. Brett, Esq. and Frederick H. McGrath, Esq. shall be
designated as the persons authorized to receive notices and communications with
respect to the Reporting Group Schedule 13D and any amendments thereto.
5. This Agreement may be executed in counterparts, each of which
taken together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
/s/ Robert L. Johnson
-------------------------
Robert L. Johnson
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
----------------------
Name: Stephen M. Brett
Title: Executive Vice President and General
Counsel
-2-
<PAGE>
EXHIBIT 2
Robert L. Johnson Liberty Media Corporation
2915 Audubon Terrace, N.W. 8101 East Prentice Avenue, Suite 500
Washington, DC 20018 Englewood, CO 80111
September 10, 1997
Board of Directors
BET Holdings, Inc.
One BET Plaza
1900 W Plaza N.E.
Washington, D.C. 20018-1211
Dear Sirs:
We are hereby making an offer pursuant to which a new corporation
("Newco") to be formed by Robert L. Johnson (or a corporation, partnership or
other entity owned by Mr. Johnson) and Liberty Media Corporation ("Liberty")
would acquire (the "Acquisition") all of the capital stock of BET Holdings, Inc.
(the "Company") not already owned by them at a price per share of $48 in cash.
Consummation of the proposed transaction would be subject to, among
other things, the negotiation and execution of definitive merger and other
agreements and the receipt of financing on terms and conditions acceptable to
each of us. Such definitive merger and other agreements would provide, among
other things, that the obligations of the parties to consummate the Acquisition
will be subject to the satisfaction of a number of conditions customarily
contained in transactions of this type. In connection with the proposed
Acquisition, we have retained Salomon Brothers Inc. to provide financial advice
and to assist us in raising the funds necessary to consummate the Acquisition.
We and our advisors are prepared to meet with the Board or any special
committee formed by it to consider our proposal, their advisors, and the
Company's management and advisors in order to answer any questions about our
proposal and to present definitive merger and other agreements for prompt
consideration and execution. We assume that you will want to make a prompt
announcement of our proposal. We are, however, of the view that it is in the
best interest of the Company's shareholders that they be made aware of our
proposal as promptly as possible, and will therefore release this letter
publicly shortly after it is delivered to you and we will also be making
appropriate filings to comply with our obligations under the federal securities
laws.
<PAGE>
We hope that the Board will give this offer serious consideration. As
you can appreciate, with offers of this kind time is of the essence.
Accordingly, if you wish to pursue a possible transaction, please contact Mr.
Johnson as soon as possible to discuss these matters further.
Very truly yours,
/s/ Robert L. Johnson
-----------------------
Robert L. Johnson
LIBERTY MEDIA CORPORATION
By: /s/ Robert R. Bennett
----------------------
Name: Robert R. Bennett
Title: President and
Chief Executive Officer
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