AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
BET HOLDINGS, INC.
(Name of Issuer)
BET HOLDINGS, INC.
BTV ACQUISITION CORPORATION
ROBERT L. JOHNSON
TELE-COMMUNICATIONS, INC.
(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, Esq. Howard V. Sinclair, Esq. Stephen W. Hamilton, Esq. Byron F. Marchant, Esq.
Senior Vice President Baker & Botts, L.L.P. Arent, Fox, Kintner, Skadden, Arps, Slate, BET Holdings, Inc.
and General Counsel 599 Lexington Avenue Plotkin & Kahn Meagher & Flom LLP One BET Plaza
Tele-Communications, Inc. New York, NY 10022 1050 Connecticut Avenue, 1440 New York Avenue, 1900 W Place, N.E.
5619 DTC Parkway (212) 705-5000 N.W. N.W. Washington, D.C. 20018
Englewood, CO 80111 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: [x]
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
--------------------- --------------------
--------------------------------------------------------
$471,551,612 $94,310
--------------------------------------------------------
* Determined by multiplying 6,309,618 (the number of outstanding shares of
the Class A Common Stock of BET Holdings, Inc. not owned by Robert L. Johnson,
Liberty Media Corporation or their respective affiliates) by $63.00 per share
and adding the aggregate amount anticipated to be paid to certain persons
holding options to purchase shares of the Class A Common Stock of BET Holdings,
Inc. in consideration of the cancellation of such options.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: $94,310
Form or Registration Number: Schedule 14A
Filing Party: BET Holdings, Inc.
Date Filed: May 1, 1998
This Rule 13E-3 Transaction Statement (this "Statement") relates to an
offer by Robert L. Johnson, Liberty Media Corporation ("Liberty" and, together
with Mr. Johnson, the "Buying Group"), a Delaware corporation and a wholly owned
subsidiary of Tele-Communications, Inc. ("TCI"), and BTV Acquisition
Corporation, a Delaware corporation formed by Mr. Johnson and Liberty for
purposes of this transaction ("BTV Acquisition"), to purchase at a price of
$63.00 per share in cash all outstanding shares of Class A Common Stock, par
value $.02 per share ("Class A Stock"), of BET Holdings, Inc., a Delaware
corporation (the "Company"), which are not already owned by the Buying Group.
The Company, Mr. Johnson, Liberty and BTV Acquisition have entered into an
Agreement and Plan of Merger, dated as of March 15, 1998 (the "Merger
Agreement"), whereby BTV Acquisition would be merged (the "Merger") with and
into the Company with the Company as the surviving corporation in the Merger
(the "Surviving Corporation"). On the terms and subject to the conditions set
forth in the Merger Agreement, if the Merger is consummated, (i) each share of
outstanding Class A Stock (except for shares of Class A Stock (a) which are
owned by BTV Acquisition, Mr. Johnson, Liberty or their respective subsidiaries,
(b) which are held in the treasury of the Company or by any of its wholly owned
subsidiaries and (c) for which the applicable holders have validly exercised
appraisal rights pursuant to Delaware law) will be converted into the right to
receive $63 in cash, without interest (the "Merger Consideration"), (ii) each
share of Class A Stock owned by BTV Acquisition, Mr. Johnson, Liberty and their
respective subsidiaries will be canceled with no consideration paid therefor and
(iii) each share of the stock of BTV Acquisition owned by Mr. Johnson and
Liberty will be converted into one share of the Surviving Corporation. In
addition, if the Merger is consummated, (a) each option to purchase shares of
Class A Stock held by persons other than Mr. Johnson (the "Nonaffiliated
Options") will be canceled and each holder of such canceled Nonaffiliated
Options will be paid by the Surviving Corporation, for each such Nonaffiliated
Option, an amount determined by multiplying (x) the excess, if any, of the
Merger Consideration over the applicable exercise price per share of such
Nonaffiliated Option and (y) the number of shares issuable upon exercise of such
Nonaffiliated Option, and (b) all options to purchase shares of Class A Stock
held by Mr. Johnson (the "Johnson Options") will become options to acquire an
equal number of shares of common stock of the surviving corporation in the
Merger at an aggregate exercise price equal to the aggregate exercise price of
the Johnson Options. BTV Acquisition is currently negotiating with certain
executive officers of the Company with respect to the continuation of their
options in the Surviving Corporation. As of the date of this Statement, no
agreement has been reached as to any such continuation. As a result of the
Merger, Mr. Johnson and Liberty will collectively own 100% of the capital stock
of the Surviving Corporation. Concurrently with the filing of this Statement,
the Company is filing a preliminary Proxy Statement (the "Proxy Statement")
pursuant to which its stockholders will be given notice of the Merger. The cross
- -reference sheet below is being supplied pursuant to Instruction F to Schedule
13E-3 and shows the location in the Proxy Statement of the information required
to be included in response to the items of this Statement. The information in
the Proxy Statement is hereby expressly incorporated herein by reference, and
capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Proxy Statement.
CROSS REFERENCE SHEET
Schedule 13E-3
Item Number and Caption Location in Proxy Statement
----------------------- ---------------------------
Item 1. Issuer and Class of Security
Subject to the Transaction
Item 1(a)........................ QUESTIONS AND ANSWERS ABOUT THE
MERGER; THE PARTIES--The Company
Item 1(b)........................ SUMMARY--The Special Meeting--Voting;
INFORMATION CONCERNING THE SPECIAL
MEETING--Record Date; Voting at the
Meeting; Quorum
Item 1(c)........................ MARKET FOR THE CLASS A STOCK--Class A
Stock Market Price Information;
Dividend Information
Item 1(d)........................ MARKET FOR THE CLASS A STOCK--Class A
Stock Market Price Information;
Dividend Information
Item 1(e)........................ Not Applicable
Item 1(f)........................ MARKET FOR THE CLASS A STOCK--Class A
Stock Purchase Information
Item 2. Identity and Background
Item 2(a)-(d).................... THE PARTIES--The Company; --BTV
Acquisition; --Robert L. Johnson;
--Liberty Media Corporation; --Tele-
Communications, Inc.; MANAGEMENT--
Directors and Executive Officers of BTV
Acquisition; --Directors and Executive
Officers of TCI; --Directors and
Executive Officers of Liberty
Item 2(e) and 2(f)............... Not Applicable
Item 2(g)........................ THE PARTIES--The Company; --BTV
Acquisition; --Robert L. Johnson;
--Liberty Media Corporation; --Tele-
Communications, Inc.; MANAGEMENT--
Directors and Executive Officers of BTV
Acquisition; --Directors and Executive
Officers of TCI; --Directors and
Executive Officers of Liberty
Page 3 of 19
Item 3. Past Contacts, Transactions
or Negotiations
Item 3(a)(1)................. CERTAIN RELATIONSHIPS AND
TRANSACTIONS --Agreements with Cable
Affiliates; --Agreements with Related
Parties; --Transactions with
Management
Items 3(a)(2) and 3(b)....... SUMMARY--Special Factors; SPECIAL
FACTORS--Purpose and Background of
the Merger; --Buying Group Letter
Agreements
Item 4. Terms of the Transaction
Item 4(a).................... QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY; INFORMATION
CONCERNING THE SPECIAL
MEETING--Purpose of the Special
Meeting; --Required Vote; SPECIAL
FACTORS--Purpose and Background of
the Merger; --Certain Effects of the
Merger; --Interests of Certain
Persons in the Merger; Certain
Relationships; THE MERGER AGREEMENT;
DISSENTERS RIGHTS OF APPRAISAL
Item 4(b).................... SUMMARY--The Special Meeting--Voting;
--Special Factors--Interests of
Certain Persons in the Merger;
INFORMATION CONCERNING THE SPECIAL
MEETING--Purpose of the Special
Meeting; --Required Vote; SPECIAL
FACTORS--Purpose and Background of
the Merger; --Certain Effects of the
Merger; --Buying Group Letter
Agreements;-- Interests of Certain
Persons in the Merger; Certain
Relationships; THE MERGER
AGREEMENT--The Merger; Merger
Consideration; --Treatment of Stock
Options; DISSENTERS RIGHTS OF
APPRAISAL
Page 4 of 19
Item 5. Plans or Proposals of the
Issuer or Affiliate
Items 5(a) and 5(b).......... SPECIAL FACTORS--Plans for the
Company after the Merger
Item 5(c).................... SPECIAL FACTORS--Certain Effects of
the Merger; --Buying Group Letter
Agreements; --Interests of Certain
Persons in the Merger; Certain
Relationships; THE MERGER
AGREEMENT--Treatment of Stock
Options; --Directors and Officers of
the Company Following the Merger;
Certificate of Incorporation; Bylaws
Items 5(d)-(g)............... SUMMARY--Special Factors--Purpose,
Background and Effects of the Merger;
--Financing of the Merger; SPECIAL
FACTORS--Certain Effects of the
Merger; --Buying Group Letter
Agreements; --Financing of the Merger
Item 6. Source and Amounts of
Funds or Other Consideration
Items 6(a) and 6(c).......... SUMMARY--Special Factors--Financing
of the Merger; SPECIAL
FACTORS--Financing of the Merger
Item 6(b).................... SPECIAL FACTORS--Fees and Expenses
Item 6(d).................... Not Applicable
Item 7. Purpose(s), Alternatives,
Reasons and Effects
Item 7(a).................... SUMMARY--Special Factors--Purpose,
Background and Effects of the Merger;
SPECIAL FACTORS--Purpose and
Background of the Merger; --The
Buying Group's Purpose and Reason for
the Merger
Items 7(b) and 7(c).......... SUMMARY--Special Factors--Purpose,
Page 5 of 19
Background and Effects of the
Merger; SPECIAL FACTORS--Purpose and
Background of the Merger; --The Buying
Group's Purpose and Reason for the
Merger
Item 7(d).................... QUESTIONS AND ANSWERS ABOUT THE MERGER;
SUMMARY--Special Factors--Purpose,
Background and Effects of the Merger; --
Special Factors--Federal Income Tax
Consequences; --The Merger Agreement--
The Merger Consideration; INFORMATION
CONCERNING THE SPECIAL MEETING--Purpose
of the Special Meeting; SPECIAL
FACTORS-- Certain Effects of the Merger;
--Plans for the Company After the
Merger; --Buying Group Letter
Agreements; --Accounting Treatment;
--Federal Income Tax Consequences of
the Merger; THE MERGER AGREEMENT--
The Merger; Merger Consideration; --The
Exchange Fund; Payment for Shares of
Class A Stock
Item 8. Fairness of the Transaction
Item 8(a).................... QUESTIONS AND ANSWERS ABOUT THE MERGER;
SUMMARY--Special Factors--Recommendation
of the Company's Board of Directors;
INFORMATION CONCERNING THE SPECIAL
MEETING--Purpose of the Special Meeting;
SPECIAL FACTORS--Purpose and Background
of the Merger; --Recommendation of the
Special Independent Committee and Board
of Directors; Fairness of the Merger; --
The Buying Group's Purpose and Reason
for the Merger; --Opinion of Financial
Advisor to the Special Independent
Committee
Item 8(b).................... SUMMARY--Special Factors--Factors
Considered by the Board of Directors and
the Special Independent Committee; --
Page 6 of 19
Goldman Sachs' Fairness Opinion;
SPECIAL FACTORS--Purpose and
Background of the Merger;
--Recommendation of the Special
Independent Committee and Board of
Directors; Fairness of the Merger;
--The Buying Group's Purpose and
Reason for the Merger; --Opinion of
Financial Advisor to the Special
Independent Committee
Item 8(c).................... QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY --The Special
Meeting --Voting; --The Merger Agreement
--Conditions to the Merger; INFORMATION
CONCERNING THE SPECIAL MEETING
--Required Vote; THE MERGER
AGREEMENT --Conditions
Item 8(d).................... QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY--Special
Factors--Recommendation of the Company's
Board of Directors; INFORMATION
CONCERNING THE SPECIAL
MEETING--Purpose of the Special Meeting;
SPECIAL FACTORS--Purpose and Background
of the Merger; --Opinion of Financial
Advisor to the Special Committee.
Item 8(e).................... SPECIAL FACTORS--Purpose and
Background of the Merger; --
Recommendation of the Special
Independent Committee and Board of
Directors; Fairness of the Merger
Item 8(f).................... Not Applicable
Item 9. Reports, Opinions,
Appraisals and Certain
Negotiations
Items 9(a) and 9(b).......... SUMMARY--Special Factors--Factors
Considered by the Board of Directors and
the Special Independent Committee; --
Page 7 of 19
Goldman Sachs' Fairness Opinion;
SPECIAL FACTORS--Purpose and
Background of the Merger; --
Recommendation of the Special
Independent Committee and Board of
Directors; Fairness of the Merger;
--Opinion of Financial Advisor to the
Special Independent Committee
Item 9(c).................... AVAILABLE INFORMATION
Item 10. Interest in Securities of
the Issuer
Item 10(a)................... SUMMARY--Special Factors--Interests
of Certain Persons in the Merger;
INFORMATION CONCERNING THE SPECIAL
MEETING--Record Date; Voting at the
Meeting; Quorum; SPECIAL FACTORS--
Interests of Certain Persons in the
Merger; Certain Relationships;
SECURITIES OWNERSHIP--Beneficial
Ownership of More than 5% of Class
A Stock; --Beneficial Ownership of
Class A Stock by Certain Parties
Related to the Company or the
Buying Group
Item 10(b)................... MARKET FOR THE CLASS A STOCK--Class A
Stock Purchase Information
Item 11. Contracts, Arrangements or
Understandings with Respect
to the Issuer's Securities
Item 11...................... SUMMARY--Special Factors--Financing
of the Merger; SPECIAL FACTORS--
Purpose and Background of the
Merger; --Buying Group Letter
Agreements; --Interests of Certain
Persons in the Merger; Certain
Relationships;--Financing of the
Merger
Item 12. Present Intention and
Recommendation of Certain
Page 8 of 19
Persons with Regard to the
Transaction
Item 12(a)................... SPECIAL FACTORS--Buying Group
Letter Agreements; SECURITIES
OWNERSHIP--Beneficial Ownership of
Class A Stock by Certain Parties
Related to the Company or the
Buying Group
Item 12(b)................... SUMMARY--Special Factors--Recommendation
of the Company's Board of Directors;
SPECIAL FACTORS--Purpose and Background
of the Merger;--Recommendation of the
Special Independent Commitee and Board
of Directors; Fairness of the Merger.
Item 13. Other Provisions of the
Transaction
Item 13(a)................... QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY--Dissenter
Appraisal Rights; DISSENTERS RIGHTS
OF APPRAISAL
Item 13(b)-(c)............... Not Applicable
Item 14. Financial Information
Items 14(a).................. SELECTED CONSOLIDATED FINANCIAL
DATA OF THE COMPANY; DOCUMENTS
INCORPORATED BY REFERENCE
Item 14(b)................... Not Applicable
Item 15. Persons and Assets
Employed, Retained or
Utilized
Item 15(a)................... INFORMATION CONCERNING THE SPECIAL
MEETING--Proxy Solicitation;
SPECIAL FACTORS--Fees and Expenses
Item 15(b)................... INFORMATION CONCERNING THE SPECIAL
MEETING--Proxy Solicitation
Page 9 of 19
Item 16. Additional Information
Item 16...................... Proxy Statement
Item 17. Material to be Filed as
Exhibits
Item 17(a)(1)................ Letter from The Bank of New York
Company, Inc. and BNY Capital
Markets, Inc. to BTV Acquisition
Corporation and Liberty Media
Corporation, dated March 13, 1998
Item 17(a)(2)................ Financing Commitment Letter,
dated [____________], 1998*
Item 17(b)(1)................ Presentation by Goldman, Sachs &
Co. to the Special Independent
Committee, dated March 15, 1998
Item 17(b)(2)................ Opinion of Goldman, Sachs & Co.,
dated March 15, 1998 (set forth as
Exhibit B the Proxy Statement)*
Item 17(c)(1)................ Joint Filing Agreement between
Robert L. Johnson and Tele-
Communications, Inc., dated as of
September 12, 1997
Item 17(c)(2)................ Letter Agreement between Robert L.
Johnson and Liberty Media
Corporation, dated as of September
11, 1997
Item 17(c)(3)................ Letter Agreement, dated March 15,
1998, between Robert L. Johnson and
Liberty Media Corporation
Item 17(c)(4)................ Agreement and Plan of Merger among
BET Holdings, Inc., BTV Acquisition
Corporation, Robert L. Johnson and
Liberty Media Corporation, dated
March 15, 1998 (set forth as
Exhibit A to the Proxy Statement)**
Page 10 of 19
Item 17(d)(1)................ Proxy Statement
Item 17(e)(1)................ Section 262 of the Delaware General
Corporation Law (set forth as
Exhibit C to the Proxy Statement)**
* To be filed by amendment
** Incorporated by reference to the Proxy Statement
Page 11 of 19
Item 1. Issuer and Class of Security Subject to the Transaction.
-------------------------------------------------------
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
MERGER" and "THE PARTIES--The Company" of the Proxy Statement is incorporated
herein by reference.
(b) The information set forth in "SUMMARY--The Special Meeting--
Voting" and "INFORMATION CONCERNING THE SPECIAL MEETING--Record Date; Voting at
the Meeting; Quorum" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in "MARKET FOR THE CLASS A STOCK--Class
A Stock Market Price Information; Dividend Information" of the Proxy Statement
is incorporated by reference herein.
(d) The information set forth in "MARKET FOR THE CLASS A STOCK--Class
A Stock Market Price Information; Dividend Information" of the Proxy Statement
is incorporated by reference herein.
(e) Not applicable
(f) The information set forth in "MARKET FOR THE CLASS A STOCK--Class
A Stock Purchase Information" of the Proxy Statement is incorporated herein by
reference.
Item 2. Identity and Background. This Statement is being filed jointly by
-----------------------
the Company (which is the issuer of the class of equity
securities that is the subject of the Rule 13e-3 transaction),
BTV Acquisition, Mr. Johnson and TCI.
(a)-(d) The information set forth in "THE PARTIES--The Company," "--BTV
Acquisition," "--Robert L. Johnson," "--Liberty Media Corporation," "--Tele-
Communications, Inc.," "MANAGEMENT--Directors and Executive Officers of BTV
Acquisition," "--Directors and Executive Officers of TCI," and "--Directors and
Executive Officers of Liberty" of the Proxy Statement is incorporated herein by
reference.
(e) During the last five years, none of the Company, BTV Acquisition,
TCI or Liberty, nor, to the best of their knowledge, any of their directors,
executive officers or controlling persons have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(f) During the last five years, none of the Company, BTV Acquisition,
TCI or Liberty, nor, to the best of their knowledge, any of their directors,
executive officers or controlling persons was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws.
(g) The information set forth in "THE PARTIES--The Company," "--BTV
Acquisition," "--Robert L. Johnson," "--Liberty Media Corporation," "--Tele-
Communications, Inc.," "MANAGEMENT--Directors and Executive Officers of BTV
Acquisition," "--Directors and Executive Officers of TCI," and "--Directors and
Executive Officers of Liberty" of the Proxy Statement is incorporated herein by
reference.
Page 12 of 19
Item 3. Past Contacts, Transactions or Negotiations.
-------------------------------------------
(a)(1) The information set forth in "CERTAIN RELATIONSHIPS AND
TRANSACTIONS--Agreements with Cable Affiliates," "--Agreements with Related
Parties" and "--Transactions with Management" of the Proxy Statement is
incorporated herein by reference.
(a)(2) and (b) The information set forth in "SUMMARY--Special Factors,"
"SPECIAL FACTORS--Purpose and Background of the Merger" and "--Buying Group
Letter Agreements" of the Proxy Statement is incorporated herein by reference.
Item 4. Terms of the Transaction.
------------------------
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
MERGER," "SUMMARY," "INFORMATION CONCERNING THE SPECIAL MEETING--Purpose of the
Special Meeting," "--Required Vote," "SPECIAL FACTORS--Purpose and Background of
the Merger," "--Certain Effects of the Merger," "--Interests of Certain Persons
in the Merger; Certain Relationships," "THE MERGER AGREEMENT" and "DISSENTERS
RIGHTS OF APPRAISAL" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SUMMARY--The Special Meeting--
Voting," "--Special Factors--Interests of Certain Persons in the Merger,"
"INFORMATION CONCERNING THE SPECIAL MEETING--Purpose of the Special Meeting," "
- --Required Vote," "SPECIAL FACTORS--Purpose and Background of the Merger," "--
Certain Effects of the Merger," "--Buying Group Letter Agreements," "--Interests
of Certain Persons in the Merger; Certain Relationships," "THE MERGER AGREEMENT
- --The Merger; Merger Consideration," "--Treatment of Stock Options" and
"DISSENTERS RIGHTS OF APPRAISAL" of the Proxy Statement is incorporated herein
by reference.
Item 5. Plans or Proposals of the Issuer or Affiliate.
---------------------------------------------
(a) and (b) The information set forth in "SPECIAL FACTORS--Plans for the
Company after the Merger" of the Proxy Statement is incorporated herein by
reference.
(c) The information set forth in "SPECIAL FACTORS--Certain Effects of
the Merger," "--Buying Group Letter Agreements," "--Interests of Certain Persons
in the Merger; Certain Relationships," "THE MERGER AGREEMENT--Treatment of Stock
Options" and "--Directors and Officers of the Company Following the Merger;
Certificate of Incorporation; Bylaws" of the Proxy Statement is incorporated
herein by reference.
(d)-(g) The information set forth in "SUMMARY--Special Factors--Purpose,
Background and Effects of the Merger," "--Financing of the Merger," "SPECIAL
FACTORS--Certain Effects of the Merger," "--Buying Group Letter Agreements" and
"--Financing of the Merger" of the Proxy Statement is incorporated herein by
reference.
Page 13 of 19
Item 6. Source and Amounts of Funds or Other Consideration.
--------------------------------------------------
(a) and (c) The information set forth in "SUMMARY--Special Factors--
Financing of the Merger" and "SPECIAL FACTORS--Financing of the Merger" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS--Fees and Expenses" of
the Proxy Statement is incorporated herein by reference.
(d) Not Applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
---------------------------------------------
(a) The information set forth in "SUMMARY--Special Factors--Purpose,
Background and Effects of the Merger," "SPECIAL FACTORS--Purpose and Background
of the Merger" and "--The Buying Group's Purpose and Reason for the Merger" of
the Proxy Statement is incorporated herein by reference.
(b) and (c) The information set forth in "SUMMARY--Special Factors--
Purpose, Background and Effects of the Merger," "SPECIAL FACTORS--Purpose and
Background of the Merger" and "--The Buying Group's Purpose and Reason for the
Merger" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY--Special Factors--Purpose, Background and Effects of the Merger," "--
Special Factors--Federal Income Tax Consequences," "--The Merger Agreement--The
Merger Consideration," "INFORMATION CONCERNING THE SPECIAL MEETING--Purpose of
the Special Meeting," "SPECIAL FACTORS--Certain Effects of the Merger," "--Plans
for the Company After the Merger," "--Buying Group Letter Agreements," "--
Accounting Treatment," "--Federal Income Tax Consequences of the Merger," "THE
MERGER AGREEMENT--The Merger; Merger Consideration" and "--The Exchange Fund;
Payment for Shares of Class A Stock" of the Proxy Statement is incorporated
herein by reference.
Item 8. Fairness of the Transaction.
---------------------------
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY--Special Factors--Recommendation of the Company's Board of Directors,"
"INFORMATION CONCERNING THE SPECIAL MEETING--Purpose of the Special Meeting,"
"SPECIAL FACTORS--Purpose and Background of the Merger," "--Recommendation of
the Special Independent Committee and Board of Directors; Fairness of the
Merger," "--The Buying Group's Purpose and Reason for the Merger" and "--Opinion
of Financial Advisor to the Special Independent Committee" of the Proxy
Statement is incorporated herein by reference.
Page 14 of 19
(b) The information set forth in "SUMMARY--Special Factors--Factors
Considered by the Board of Directors and the Special Independent Committee," "--
Goldman Sachs' Fairness Opinion," "SPECIAL FACTORS--Purpose and Background of
the Merger," "--Recommendation of the Special Independent Committee and Board of
Directors; Fairness of the Merger," "--The Buying Group's Purpose and Reason for
the Merger" and "--Opinion of Financial Advisor to the Special Independent
Committee" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY--The Special Meeting--Voting," "--The Merger Agreement--Conditions to
the Merger," "INFORMATION CONCERNING THE SPECIAL MEETING--Required Vote" and
"THE MERGER AGREEMENT--Conditions" of the Proxy Statement is incorporated herein
by reference.
(d) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY--Special Factors--Recommendation of the Company's Board of Directors,"
"INFORMATION CONCERNING THE SPECIAL MEETING--Purpose of the Special Meeting,"
"SPECIAL FACTORS--Purpose and Background of the Merger" and "--Opinion of
Financial Advisor to the Special Committee" of the Proxy Statement is
incorporated herein by reference.
(e) The information set forth in "SPECIAL FACTORS--Purpose and Background
of the Merger" and "--Recommendation of the Special Independent Committee and
Board of Directors; Fairness of the Merger" of the Proxy Statement is
incorporated herein by reference.
(f) Not Applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
------------------------------------------------------
(a) and (b) The information set forth in "SUMMARY--Special Factors--Factors
Considered by the Board of Directors and the Special Independent Committee," "--
Goldman Sachs' Fairness Opinion," "SPECIAL FACTORS--Purpose and Background of
the Merger," "--Recommendation of the Special Independent Committee and Board of
Directors; Fairness of the Merger" and "--Opinion of Financial Advisor to the
Special Independent Committee" of the Proxy Statement is incorporated herein by
reference.
(c) The information set forth in "AVAILABLE INFORMATION" of the Proxy
Statement is incorporated herein by reference.
Item 10. Interest in Securities of the Issuer.
------------------------------------
(a) The information set forth in "SUMMARY--Special Factors--Interests of
Certain Persons in the Merger," "INFORMATION CONCERNING THE SPECIAL MEETING--
Record Date; Voting at the Meeting; Quorum," "SPECIAL FACTORS--Interests of
Certain Persons in
Page 15 of 19
the Merger; Certain Relationships," "SECURITIES OWNERSHIP--Beneficial Ownership
of More than 5% of Class A Stock" and "--Beneficial Ownership of Class A Stock
by Certain Parties Related to the Company or the Buying Group" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in "MARKET FOR THE CLASS A STOCK--Class
A Stock Purchase Information" of the Proxy Statement is incorporated herein by
reference.
Item 11. Contracts, Arrangements or Understandings with Respect to the
-------------------------------------------------------------
Issuer's Securities.
-------------------
The information set forth in "SUMMARY--Special Factors--Financing of the
Merger," "SPECIAL FACTORS--Purpose and Background of the Merger," "--Buying
Group Letter Agreements," "--Interests of Certain Persons in the Merger; Certain
Relationships" and "--Financing of the Merger" of the Proxy Statement is
incorporated herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with
------------------------------------------------------------
Regard to the Transaction.
-------------------------
(a) The information set forth in "SPECIAL FACTORS--Buying Group
Letter Agreements" and "SECURITIES OWNERSHIP--Beneficial Ownership of Class A
Stock by Certain Parties Related to the Company or the Buying Group" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SUMMARY--Special
Factors--Recommendation of the Company's Board of Directors," "SPECIAL
FACTORS--Purpose and Background of the Merger," and "--Recommendation of the
Special Independent Committee and Board of Directors; Fairness of the Merger" of
the Proxy Statement is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
-----------------------------------
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
MERGER," "SUMMARY--Dissenter Appraisal Rights" and "DISSENTERS RIGHTS OF
APPRAISAL" of the Proxy Statement is incorporated by reference herein.
(b)-(c) Not Applicable.
Item 14. Financial Information.
---------------------
(a) The information set forth in "SELECTED CONSOLIDATED FINANCIAL
DATA OF THE COMPANY," and "DOCUMENTS INCORPORATED BY REFERENCE" of the Proxy
Statement is incorporated herein by reference.
(b) Not Applicable.
Page 16 of 19
Item 15. Persons and Assets Employed, Retained or Utilized.
-------------------------------------------------
(a) The information set forth in "INFORMATION CONCERNING THE SPECIAL
MEETING--Proxy Solicitation" and "SPECIAL FACTORS--Fees and Expenses" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in "INFORMATION CONCERNING THE SPECIAL
MEETING--Proxy Solicitation" of the Proxy Statement is incorporated herein by
reference.
Item 16. Additional Information.
----------------------
Proxy Statement
Item 17. Material to be Filed as Exhibits.
--------------------------------
(a)(1) Letter from The Bank of New York Company, Inc. and BNY Capital
Markets, Inc. to BTV Acquisition Corporation and Liberty Media Corporation,
dated March 13, 1998
(a)(2) Financing Commitment Letter, dated [ ], 1998*
(b)(1) Presentation by Goldman, Sachs & Co., to the Special Independent
Committee, dated March 15, 1998
(b)(2) Opinion of Goldman, Sachs & Co., dated March 15, 1998 (set
forth as Exhibit B to the Proxy Statement)*
(c)(1) Joint Filing Agreement between Robert L. Johnson and Tele-
Communications, Inc., dated as of September 12, 1997
(c)(2) Letter Agreement between Robert L. Johnson and Liberty Media
Corporation, dated as of September 11, 1997
(c)(3) Letter Agreement, dated March 15, 1998, between Robert L. Johnson
and Liberty Media Corporation
(c)(4) Agreement and Plan of Merger among BET Holdings, Inc., BTV
Acquisition Corporation, Robert L. Johnson and Liberty Media Corporation, dated
March 15, 1998 (set forth as Exhibit A to the Proxy Statement)**
(e)(1) Section 262 of the Delaware General Corporation Law (set forth as
Exhibit C to the Proxy Statement)**
(f) As of the date of this Statement, no written instruction, form or other
material has been furnished to any person making the actual oral solicitation or
other recommendation (including the proxy solicitor referred to in "INFORMATION
CONCERNING THE SPECIAL MEETING--Proxy Solicitation" of the Proxy Statement) for
such person's use, directly or indirectly in connection with the Rule 13e-3
transaction.
* To be filed by amendment
** Incorporated by reference to the Proxy Statement
Page 17 of 19
SIGNATURE
After due inquiry and to the best of our knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated:
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
Page 18 of 19
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 99.17(a)(1) Letter from The Bank of New York Company,
Inc. and BNY Capital Markets, Inc. to BTV
Acquisition Corporation and Liberty Media
Corporation, dated March 13, 1998
Exhibit 99.17(a)(2) Financing Commitment Letter, dated
[____________], 1998*
Exhibit 99.17(b)(1) Presentation by Goldman, Sachs & Co. to the
Special Independent Committee, dated March
15, 1998.
Exhibit 99.17(b)(2) Opinion of Goldman, Sachs & Co., dated March
15, 1998 (set forth as Exhibit B the Proxy
Statement).*
Exhibit 99.17(c)(1) Joint Filing Agreement between Robert L.
Johnson and Tele- Communications, Inc., dated
as of September 12, 1997
Exhibit 99.17(c)(2) Letter Agreement between Robert L. Johnson
and Liberty Media Corporation, dated as of
September 11, 1997
Exhibit 99.17(c)(3) Letter Agreement, dated March 15, 1998,
between Robert L. Johnson and Liberty Media
Corporation
Exhibit 99.17(c)(4) Agreement and Plan of Merger among BET
Holdings, Inc., BTV Acquisition Corporation,
Robert L. Johnson and Liberty Media
Corporation, dated March 15, 1998 (set forth
as Exhibit A to the Proxy Statement)**
Exhibit 99.17(d)(1) Proxy Statement
Exhibit 99.17(e)(1) Section 262 of the Delaware General
Corporation Law (set forth as Exhibit C to
the Proxy Statement)**
* To be filed by amendment
** Incorporated by reference to the Proxy Statement
Page 19 of 19