<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
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> <C>
Stephen M. Brett, Esq. Frederick H. McGrath, Esq. Howard V. Sinclair
Senior Vice President Baker & Botts, L.L.P. Arent, Fox, Kintner,
and General Counsel 599 Lexington Avenue Plotkin & Kahn
Tele-Communications, Inc. New York, New York 10022-6030 1050 Connecticut Avenue, N.W.
5619 DTC Parkway (212) 705-5000 Washington, D.C. 20036-5339
Englewood, CO 80111 (202) 857-6000
(303) 267-5500
</TABLE>
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 23, 1998
(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 [ ].
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. 3 OF THE REPORTING GROUP
SCHEDULE 13D AND ALSO CONSTITUTES AMENDMENT NO. 9 OF A REPORT ON
SCHEDULE 13D OF ROBERT L. JOHNSON AND AMENDMENT NO. 3 OF A REPORT ON
SCHEDULE 13D OF TELE-COMMUNICATIONS, INC.
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- -----------------------
CUSIP NO. 086585-10-6
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. Johnson
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
BK,00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,631,103 shares*
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,631,103 shares*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,631,103 shares*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
63.6%
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.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
- ------------------------------------------------------------------------------
____________________
* Includes 103,600 shares beneficially owned by Mr. Johnson's spouse, as to
which shares the Reporting Persons disclaim beneficial ownership.
Page 2 of 8 pages
<PAGE>
- -----------------------
CUSIP NO. 086585-10-6
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tele-Communications, Inc.
84-1260157
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
BK,00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,631,103 shares*
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,631,103 shares*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,631,103 shares*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
63.6%
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.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
CO
- ------------------------------------------------------------------------------
____________________
* Includes 103,600 shares beneficially owned by Mr. Johnson's spouse, as to
which shares the Reporting Persons disclaim beneficial ownership.
Page 3 of 8 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 the
Reporting Group (as defined below) on September 16, 1997 as amended and
supplement by an amendment thereto previously filed with the Commission
(collectively, the "Reporting Group Schedule 13D") is hereby amended and
supplemented to include the information contained herein, and this Report
constitutes Amendment No. 3 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. 9 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. 3 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." The Johnson Schedule 13D, the TCI Schedule 13D, and the
Reporting Group Schedule 13D, are collectively referred to as the "Schedule
13D." Capitalized terms not otherwise defined herein have the respective
meanings ascribed thereto in the Reporting Group Schedule 13D.
Page 4 of 8 pages
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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 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 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:
On January 23, 1998, the Company issued a press release stating, among
other things, that the Special Independent Committee of the Board of Directors
of the Company has determined that the $48 per share price proposed by the
Reporting Persons for the purchase of the Class A Stock not already owned by
them is not adequate. The Reporting Persons are currently considering all of
their alternatives but have not made any decision regarding their course of
action.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
5. Press Release of the Company, dated January 23, 1998.
Page 5 of 8 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: January 27, 1998
/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 6 of 8 pages
<PAGE>
EXHIBIT INDEX
Seq. Pg. No.
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.*
4. Letter Agreement between Robert L. Johnson and Liberty Media
Corporation.*
5. Press Release of the Company, dated January 23, 1998.
* Previously filed.
Page 7 of 8 pages
<PAGE>
Exhibit 99.5
BET HOLDINGS, INC.
SPECIAL INDEPENDENT COMMITTEE OF THE BOARD OF DIRECTORS
PRESS RELEASE
SPECIAL INDEPENDENT COMMITTEE OF BET HOLDINGS, INC. BOARD OF DIRECTORS HAS
DETERMINED THAT $48.00 OFFER FOR OUTSTANDING SHARES IS NOT ADEQUATE; PARTIES
ANTICIPATE FURTHER DISCUSSIONS
Washington, D.C.: January 22, 1998. On September 15, 1997, the Board of
Directors of BET Holdings, Inc. (NYSE:BTV) announced that it had appointed
Delano R. Lewis, a director of BET, to serve as a Special Independent Committee
of the Board to consider and make recommendations to the Board concerning a
September 10, 1997 proposal by Mr. Robert L. Johnson and Liberty Media
Corporation (the "Buyers") to purchase all of the outstanding shares of BET
common stock not already owned by them for a price of $48.00 per share.
The Special Independent Committee has reported to BET's Board of Directors
that the Committee has determined that the proposed $48.00 per share purchase
price is not adequate. The Buyers' financial advisors have met with the Special
Independent Committee's financial advisors, and the parties and their advisors
intend to have further discussions. The Committee will report to the Board the
results of those discussions when they are completed. No assurance can be given
as to what the outcome of discussions among the parties will be, whether the
parties will agree upon the terms of a transaction or whether or when any
transaction will occur.
Page 8 of 8 pages
