SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 15, 1998
BET HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-10880 52-1742995
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
ONE BET PLAZA, 1900 W PLACE, N.E., 20018-1211
WASHINGTON DC (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (202) 608-2000
Not Applicable.
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
MERGER OF BET HOLDINGS, INC.
On March 15, 1998, BET Holdings, Inc. ("BET"), entered into an
Agreement and Plan of Merger dated as of March 15, 1998 (the "Merger
Agreement") with Robert L. Johnson ("Johnson"), Liberty Media Corporation,
a Delaware corporation ("Liberty") and BTV Acquisition Corporation
("Buyer"), a Delaware corporation owned by Johnson and Liberty, pursuant to
which, and subject to the terms thereof, the Buyer would merge with and
into BET (the "Merger"), with BET as the surviving corporation. As of the
effective time of the Merger, each outstanding share of Class A Common
Stock of BET, par value $.02 per share ("Class A Common") will be converted
into the right to receive $63.00 in cash, without interest, other than (a)
shares held in the treasury of BET or by any wholly owned subsidiary of
BET, (b) shares owned by Buyer, Johnson, Liberty or any of their respective
subsidiaries (collectively, the "Buyer Group"), and (c) shares held by
stockholders who have not voted in favor of adoption of the Merger
Agreement or consented to it in writing and who shall be entitled to and
shall have demanded properly in writing appraisal for such shares in
accordance with Section 262 of the General Corporation Law of the State of
Delaware (such shares, the "Dissenting Shares"). The Merger Agreement has
been approved by the Board of Directors of BET based upon the
recommendation of a Special Independent Committee of the Board of
Directors.
Consummation of the Merger is subject to satisfaction or waiver by the
parties of certain closing conditions, including (a) the receipt of
regulatory approvals, (b) approval by the stockholders of BET other than
the Buyer Group, (c) the Buyer Group obtaining sufficient financing, (d)
Dissenting Shares not aggregating more than 10% of the outstanding Class A
Common not owned by the Buyer Group, (e) the absence of litigation,
including litigation challenging the Merger, and (f) other customary
closing conditions.
The foregoing description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is hereby
incorporated by reference in its entirety.
On March 16, 1998, BET issued a press release announcing the Merger.
The press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of March 15, 1998,
among BET Holdings, Inc., Robert L. Johnson, Liberty Media
Corporation and BTV Acquisition Corporation
99.1 Press Release of BET dated March 16, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BET HOLDINGS, INC.
By: /s/ Debra Lee
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Name: Debra Lee
Title: President and Chief Operating Officer
Date: March 18, 1998
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of March 15, 1998, among BET
Holdings, Inc., Robert L. Johnson, Liberty Media Corporation and BTV
Acquisition Corporation
99.1 Press Release of BET dated March 16, 1998