<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
AMENDMENT NO. 6
(Final Amendment)
BET HOLDINGS, INC.
(Name of Issuer)
BET HOLDINGS, INC.
BTV ACQUISITION CORPORATION
ROBERT L. JOHNSON
TELE-COMMUNICATIONS, INC.
LIBERTY MEDIA CORPORATION
(Name of Person(s) Filing Statement)
Class A Common Stock, $.02 Par Value per Share
(Title of Class of Securities)
086585-10-6
(CUSIP Number)
<TABLE>
<S> <C> <C> <C> <C>
Stephen M. Brett, Esq. Frederick H. McGrath, Howard V. Sinclair, Esq. Stephen W. Hamilton, Esq. Byron F. Marchant, Esq.
Senior Vice President and Esq. Arent, Fox, Kintner, Skadden, Arps, Slate, BET Holdings, Inc.
General Counsel Baker & Botts, L.L.P. Plotkin & Kahn Meagher & Flom LLP One BET Plaza
Tele-Communications, Inc. 599 Lexington Avenue 1050 Connecticut Avenue, 1440 New York Avenue, 1900 W Place, N.E.
5619 DTC Parkway New York, NY 10022 N.W. N.W. Washington, D.C. 20018
Englewood, CO 80111 (212) 705-5000 Washington, D.C. 20036 Washington, D.C. 20005 (202) 608-2000
(303) 267-5500 (202) 857-6000 (202) 371-7000
</TABLE>
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [_]
<PAGE>
BET Holdings, Inc., a Delaware corporation (the "Company"), Robert L.
Johnson, Tele-Communications Inc., a Delaware corporation ("TCI"), Liberty Media
Corporation ("Liberty"), and BTV Acquisition Corporation, a Delaware corporation
incorporated for the purposes of this transaction ("BTV Acquisition"), hereby
amend and supplement their Rule 13e-3 Transaction Statement on Schedule 13E-3
filed with the Securities and Exchange Commission on May 1, 1998, as amended
(the "Schedule 13E-3"), with respect to an offer by BTV Acquisition to acquire
all of the issued and outstanding shares of Class A Common Stock, par value $.02
per share, of the Company which are not already owned by BTV Acquisition, Mr.
Johnson, Liberty or their respective subsidiaries. This amendment constitutes
Amendment No. 6 and the final amendment to the Schedule 13E-3.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Schedule 13E-3.
Page 2 of 5
<PAGE>
Item 1. Past Contacts, Transactions or Negotiations.
--------------------------------------------
At a Special Meeting of the stockholders held on July 30, 1998, the
stockholders of the Company voted to approve and adopt the Merger Agreement. On
July 31, 1998, a Certificate of Merger with respect to the Merger was filed with
the Secretary of State of the State of Delaware and, as a result, the Merger
became effective as of 3:15 p.m. on July 31, 1998.
As contemplated by the Merger Agreement and the other arrangements among
the parties, immediately prior to the effectiveness of the Merger, Johnson,
Liberty and the Johnson Children's Insurance Trust (the "Trust") each
contributed all of their respective shares of capital stock of the Company to
BTV Acquisition.
In addition, prior to the Merger, the Company, Johnson, Liberty and the
Trust entered into certain arrangements regarding the reorganization of the
Company after the Merger.
Item 2. Plans or Proposals of the Issuer or Affiliate.
----------------------------------------------
The Merger was consummated on July 31, 1998. Following the Merger,
Johnson, Liberty, the Trust and the Surviving Corporation effected certain
additional reorganization transactions (the "Reorganization Transactions")
involving the Surviving Corporation and its subsidiaries in order to minimize
certain costs. The Company intends to file a Form 15 relating to the Class A
Common Stock.
Item 3. Source and Amounts of Funds or Other Consideration.
--------------------------------------------------
On July 30, 1998, Network entered into a definitive credit agreement with
the various lenders party thereto, NationsBank, N.A. and Salomon Brothers
Holding Company Inc., as co-documentation agents, and The Bank of New York, as
administrative agent and as syndication agent, pursuant to which Network
received two term loan facilities up to an aggregate of $300,000,000 and a
revolving credit facility of up to $325,000,000, substantially in accordance
with the terms described under "SPECIAL FACTORS--Financing of the Merger" and "-
- -Plans for the Company After the Merger" in the Proxy Statement.
Item 4. Interest in Securities of the Issuer.
------------------------------------
As a result of the consummation of the Merger, Johnson, Liberty and the
Trust owned 100% of the outstanding capital stock of the Surviving Corporation.
Following the Reorganization Transactions, Johnson, Liberty and the Trust hold
100% of the equity securities of the corporation resulting from such
Reorganization Transactions.
Page 3 of 5
<PAGE>
Item 5. Material to be Filed as Exhibits.
--------------------------------
(d)(2) Press Release issued by the Company on July 31, 1998.
Page 4 of 5
<PAGE>
SIGNATURE
After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: August 13, 1998
BET HOLDINGS, INC.
By: /s/ Debra L. Lee
----------------
Debra L. Lee
President
BTV ACQUISITION CORPORATION
By: /s/ Robert L. Johnson
---------------------
Robert L. Johnson
President
/s/ Robert L. Johnson
---------------------
Robert L. Johnson
TELE-COMMUNICATIONS, INC.
By: /s/ Robert R. Bennett
---------------------
Robert R. Bennett
Executive Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Robert R. Bennett
---------------------
Robert R. Bennett
President and
Chief Executive Officer
Page 5 of 5
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 99.17(d)(2) Press Release issued by the Company on July 30, 1998.
<PAGE>
EXHIBIT 99.17(d)(2)
SHAREHOLDERS APPROVE BUYOUT OF BET HOLDINGS, INC. BY ROBERT L. JOHNSON AND
LIBERTY MEDIA GROUP
FIRST AFRICAN AMERICAN OWNED COMPANY TRADED ON NYSE GOES PRIVATE
WASHINGTON--July 30, 1998-- BET Holdings, Inc. (BET) (NYSE:BTV) announced today
that it has received the required shareholder vote to approve the acquisition of
the outstanding shares of BET common stock not already owned by Robert L.
Johnson, Liberty Media Group (NASDAQ:LBTYA) and Johnson Children's Insurance
Trust at a price of $63 per share.
The vote was pursuant to the Agreement and Plan of Merger approved by the Board
of Directors of BET Holdings, Inc. on March 15, 1998 upon recommendation of its
special independent committee. The acquisition will be completed after all other
conditions of the Agreement and Plan of Merger has been satisfied.
Sixty four percent of the new privately held company BET Holdings II, Inc. will
be owned by Robert L. Johnson and thirty five percent will be owned by Liberty
Media Group.
BET Holdings, Inc. is a multi-media entertainment company which owns and
operates Black Entertainment Television, the first national cable network
primarily targeted toward African American viewers. The BET network is currently
available in 54 million cable households nationwide according to Nielsen media
research.
Recognized for the second consecutive year by Forbes magazine as one of
"America's Best Small Companies," BET also owns and operates BET On Jazz: The
Cable Jazz Channel(tm), BET Action Pay Per View, and BET International(tm)
networks; Emerge, BET Weekend and Heart & Soul magazines; and the Arabesque book
line. BET has also introduced a new men's clothing line called EXSTO XXIV VII
from the BET Design Studio. The company has opened two music themed restaurants
including the BET On Jazz restaurant in Washington, DC and the BET SoundStage
Restaurant(tm) in Largo, MD.
BET Holdings, Inc. works with several partners to establish strategic
partnerships, including: MSBET, an internet-based joint venture with Microsoft
Corporation; BET Movies/STARZ!3, a joint venture with Encore Media Group LLC, a
BET branded visa card through BET Financial Services, in a joint venture with
Chevy Chase Bank of Maryland; and the first BET SoundStage Club(tm) at Downtown
Disney's Pleasure Island in Orlando, Florida, in conjunction with Walt Disney
World Attractions.
