-----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, MdJtW4+m4Iup5wZO+bijywDRiPqZdz9oOMelHkPv2R2QoaYYDydahCu5+R2DmU4g rHVrDQ5d/qExxp8DEIuAqQ== 0000940180-98-000892.txt : 19980814 0000940180-98-000892.hdr.sgml : 19980814 ACCESSION NUMBER: 0000940180-98-000892 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980813 SROS: NASD GROUP MEMBERS: BET HOLDINGS, INC. GROUP MEMBERS: BTV ACQUISITION CORPORATION GROUP MEMBERS: LIBERTY MEDIA 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-41801 FILM NUMBER: 98686135 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 13E3/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 13E3/A 1 AMENDMENT #6 TO SCHEDULE 13E-3 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) 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
(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: [_] 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 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 Item 5. Material to be Filed as Exhibits. -------------------------------- (d)(2) Press Release issued by the Company on July 31, 1998. Page 4 of 5 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 EXHIBIT INDEX EXHIBIT DESCRIPTION Exhibit 99.17(d)(2) Press Release issued by the Company on July 30, 1998. EX-99.17(D)(2) 2 PRESS RELEASE DATED 07/30/1998 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. -----END PRIVACY-ENHANCED MESSAGE-----