-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AzTe0qarJrdmApgHGSKxvqMRF6z8gY4KemZxdmSZLjku0en7akuAgrtSNLJHELNl o9bfzvlTT5QGaQ3iEAJ8Ag== 0000940180-98-000080.txt : 19980129 0000940180-98-000080.hdr.sgml : 19980129 ACCESSION NUMBER: 0000940180-98-000080 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980128 SROS: NASD GROUP MEMBERS: ROBERT L. JOHNSON GROUP MEMBERS: TELE COMMUNICATIONS INC /CO/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BET HOLDINGS INC CENTRAL INDEX KEY: 0000879306 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521742995 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41801 FILM NUMBER: 98515465 BUSINESS ADDRESS: STREET 1: ONE BET PLAZA STREET 2: 1900 W PL NE CITY: WASHINGTON STATE: DC ZIP: 20018-1211 BUSINESS PHONE: 2026082000 MAIL ADDRESS: STREET 1: ONE BET PLAZA STREET 2: 1900 W PLACE NE CITY: WASHINGTON STATE: DC ZIP: 20018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841260157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 SC 13D/A 1 SCHEDULE 13D/A 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) 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
(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. - ----------------------- 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 - ----------------------- 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 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 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 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 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 EX-99.5 2 PRESS RELEASE 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 -----END PRIVACY-ENHANCED MESSAGE-----