-----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, ArG5ggj3QU4zpljo2qeJ7qL+2xPDzaVoyn8SHpgQrF8LcB28TAF5wQbpkrRMWjPn zDBLLCbyG04LChf/rafT6A== 0000940180-96-000191.txt : 19960627 0000940180-96-000191.hdr.sgml : 19960627 ACCESSION NUMBER: 0000940180-96-000191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960626 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIDEO JUKEBOX NETWORK INC CENTRAL INDEX KEY: 0000803266 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 592605267 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38537 FILM NUMBER: 96586292 BUSINESS ADDRESS: STREET 1: 1221 COLLINS AVE CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 3056745030 MAIL ADDRESS: STREET 1: 1221 COLLINS AVE CITY: MIAMI BEACH STATE: FL ZIP: 33139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 90111 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) Video Jukebox Network, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 92656G108 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen M. Brett, Esq. Executive Vice President and General Counsel Tele-Communications, Inc. 5619 DTC Parkway Englewood, CO 80111 (303) 267-5500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 25, 1996 - -------------------------------------------------------------------------------- (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). Page 1 of 7 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Statement Of TELE-COMMUNICATIONS, INC. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of VIDEO JUKEBOX NETWORK, INC. (Commission File No. 0-15445) Tele-Communications, Inc., a Delaware corporation ("TCI"or the "Reporting Person"), hereby amends and supplements its Report on Schedule 13D as originally filed on August 15, 1994, as amended and supplemented, including most recently by Amendment No. 2 thereto ("Amendment No. 2") filed on June 12, 1996 (collectively, the "Report"), with respect to the Common Stock, par value $.001 per share (the "Common Stock"), of Video Jukebox Network, Inc., a Florida corporation (the "Company"). Unless otherwise indicated, capitalized terms used but not defined herein shall have the meanings given to such terms in the Report. 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 which agreements and documents are hereby incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of Issuer ----------------------- Item 6 is hereby amended and supplemented by adding the following information thereto: Liberty, StarNet/CEA Partners II and StarNet, Inc. have further amended the Letter Agreement by executing a letter agreement dated June 21, 1996 (as so amended, the "Amended Letter Agreement"), that extends the time period for the completion of Liberty's due diligence investigation of the Company and the execution of definitive documentation to July 8, 1996; provided, that Liberty's obligations shall remain subject to Liberty's satisfactory completion of its due diligence investigation of the Company, approval of such definitive documentation and the transactions contemplated thereby by Liberty's Board of Directors and the absence of any material adverse developments in the financial markets. Page 2 of 7 Pages A copy of such letter agreement is attached hereto as Exhibit 99.I. and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits -------------------------------- Item 7 of the Report is hereby amended and supplemented by adding the following information thereto: 99.I. Letter Agreement, dated June 21, 1996, among Liberty Media Corporation, StarNet/CEA II Partners and StarNet, Inc. Page 3 of 7 Pages SIGNATURE --------- After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct. Dated: June 26, 1996 TELE-COMMUNICATIONS, INC. By:/s/ Stephen M. Brett --------------------------------- Name: Stephen M. Brett Title: Executive Vice President EXHIBIT INDEX 99.I. Letter Agreement, dated June 21, 1996, among Liberty Media Corporation, StarNet/CEA II Partners and StarNet, Inc. Page 5 of 7 Pages EXHIBIT 99.I. LIBERTY MEDIA CORPORATION 8101 East Prentice Avenue, Suite 500 Englewood, Colorado 80111 June 21, 1996 StarNet/CEA II Partners StarNet, Inc, c/o Communications Equity Associates 101 E. Kennedy Blvd., Suite 3300 Tampa, Florida 33602 Dear Sirs: Reference is made to the letter agreement, dated May 15, 1996 and accepted May 16, 1996, as amended and supplemented on June 7, 1996 among Liberty Media Corporation ("Liberty"), StarNet/CEA II Partners and StarNet, Inc., and the Term Sheet attached thereto (collectively and as amended, the "Letter Agreement") pursuant to which we have entered into certain agreements with respect to the equity securities of Video Jukebox Network, Inc. ("VJN"), all as more fully described in the Letter Agreement. The parties hereto agree that the time period for the completion of Liberty's due diligence investigation of VJN and the execution of definitive documentation is extended to July 8, 1996; provided, that Liberty's obligations shall remain subject to (i) the satisfactory completion by Liberty of its due diligence examination of VJN, (ii) approval of such definitive agreements and the transactions contemplated thereby by Liberty's Board of Directors, and (iii) the absence of material adverse developments in the financial markets. By executing this agreement, the parties hereby affirm their respective obligations under the Letter Agreement, as amended hereby. If the foregoing is acceptable to you, please execute the copy of this agreement in the space below, at which time this instrument will constitute a binding agreement between us. Very truly yours, LIBERTY MEDIA CORPORATION By:____________________ Name: Title: Page 6 of 7 Pages June 21, 1996 ACCEPTED AND AGREED this 25th day of June, 1996 StarNet/CEA II Partners By: ____________________________ Name: Title: StarNet, Inc. By: _______________________ Name: Title: Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----