
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A
                                 (Rule 13d-101)

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 17)*

                             The Box Worldwide, Inc.
                      (f/k/a/ Video Jukebox Network, Inc.)
               -------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.001 per share
                         (Title of Class of Securities)

                                   92656G 10 8
                                 (CUSIP Number)

                              Thomas K. Pasch, Esq.
                           Saul, Ewing, Remick & Saul
                             3800 Centre Square West
                             Philadelphia, PA 19102
                                 (215) 972-7188
    -------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  July 21, 1997
               -------------------------------------------------
             (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 shall 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>
-------------------------------------------------------------------------------
CUSIP No. 92656G 10 8                                             Page 2 of 19
-------------------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    StarNet, Inc.
------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                                (b)  [X]
------------------------------------------------------------------------------
    3      SEC USE ONLY
------------------------------------------------------------------------------
    4      SOURCE OF FUNDS*
                                                     AF
------------------------------------------------------------------------------
    5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
           PURSUANT TO ITEM 2(d) OR 2(e)                             [ ]

------------------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION
                    Delaware
------------------------------------------------------------------------------
  NUMBER OF    |  7  |   SOLE VOTING POWER
   SHARES      |     |                                       1,883,555
BENEFICIALLY   |     |
  OWNED BY     |  8  |   SHARED VOTING POWER
   EACH        |     |                                      12,242,655
 REPORTING     |  9  |   SOLE DISPOSITIVE POWER
PERSON WITH    |     |                                       1,883,555
               | 10  |   SHARED DISPOSITIVE POWER
               |     |                                       9,013,845
------------------------------------------------------------------------------
   11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                            14,210,419
------------------------------------------------------------------------------
   12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                             [X]
------------------------------------------------------------------------------
   13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                                            59.2%
------------------------------------------------------------------------------
   14     TYPE OF REPORTING PERSON*
                                                            CO
------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!




<PAGE>
-------------------------------------------------------------------------------
CUSIP No. 92656G 10 8                                            Page 3 of 19
-------------------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    Lenfest Communications, Inc.
------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                                (b)  [X]
------------------------------------------------------------------------------
    3      SEC USE ONLY
------------------------------------------------------------------------------
    4      SOURCE OF FUNDS*
                                                     WC
------------------------------------------------------------------------------
    5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
           PURSUANT TO ITEM 2(d) OR 2(e)                             [ ]

------------------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION
                    Delaware
------------------------------------------------------------------------------
  NUMBER OF    |  7  |   SOLE VOTING POWER
   SHARES      |     |                                       1,833,555
BENEFICIALLY   |     |
  OWNED BY     |  8  |   SHARED VOTING POWER
   EACH        |     |                                      12,242,655
 REPORTING     |  9  |   SOLE DISPOSITIVE POWER
PERSON WITH    |     |                                       1,833,555
               | 10  |   SHARED DISPOSITIVE POWER
               |     |                                       9,013,845
------------------------------------------------------------------------------
   11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                            14,210,419
------------------------------------------------------------------------------
   12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                             [X]
------------------------------------------------------------------------------
   13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                                            59.2%
------------------------------------------------------------------------------
   14     TYPE OF REPORTING PERSON*
                                                            CO
------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
-------------------------------------------------------------------------------
CUSIP No. 92656G 10 8                                            Page 4 of 19
-------------------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    H.F. Lenfest
------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                                (b)  [X]
------------------------------------------------------------------------------
    3      SEC USE ONLY
------------------------------------------------------------------------------
    4      SOURCE OF FUNDS*
                                                     OO
------------------------------------------------------------------------------
    5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
           PURSUANT TO ITEM 2(d) OR 2(e)                             [ ]

------------------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION
                    United States
------------------------------------------------------------------------------
  NUMBER OF    |  7  |   SOLE VOTING POWER
   SHARES      |     |                                       1,833,555 
BENEFICIALLY   |     |                                                
  OWNED BY     |  8  |   SHARED VOTING POWER                          
   EACH        |     |                                      12,242,655
 REPORTING     |  9  |   SOLE DISPOSITIVE POWER                       
PERSON WITH    |     |                                       1,833,555 
               | 10  |   SHARED DISPOSITIVE POWER                     
               |     |                                       9,013,845 
------------------------------------------------------------------------------
   11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                            14,210,419
------------------------------------------------------------------------------
   12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                             [X]
------------------------------------------------------------------------------
   13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                                            59.2%%
------------------------------------------------------------------------------
   14     TYPE OF REPORTING PERSON*
                                                            IN
------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
-------------------------------------------------------------------------------
CUSIP No. 92656G 10 8                                             Page 5 of 19
-------------------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    StarNet Interactive Entertainment, Inc.
------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                                (b)  [X]
------------------------------------------------------------------------------
    3      SEC USE ONLY
------------------------------------------------------------------------------
    4      SOURCE OF FUNDS*
                                                     AF
------------------------------------------------------------------------------
    5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
           PURSUANT TO ITEM 2(d) OR 2(e)                             [ ]

------------------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION
                    Delaware
------------------------------------------------------------------------------
  NUMBER OF    |  7  |   SOLE VOTING POWER
   SHARES      |     |                                      -0-
BENEFICIALLY   |     |
  OWNED BY     |  8  |   SHARED VOTING POWER
   EACH        |     |                                      12,242,655
 REPORTING     |  9  |   SOLE DISPOSITIVE POWER
PERSON WITH    |     |                                      -0-
               | 10  |   SHARED DISPOSITIVE POWER
               |     |                                       9,013,845
------------------------------------------------------------------------------
   11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                            14,210,419
------------------------------------------------------------------------------
   12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                             [X]
------------------------------------------------------------------------------
   13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                                            59.2%
------------------------------------------------------------------------------
   14     TYPE OF REPORTING PERSON*
                                                            CO
------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>



CUSIP No. 92656G 10 8                                             Page 6 of 19


          This Amendment No. 17 ("Amendment") to the Statement on Schedule 13D
dated July 28, 1993 (the "July 1993 Statement"), as amended by Amendment No. 1
thereto dated August 9, 1993 ("Amendment No. 1") and as amended by Amendment No.
2 thereto dated September 14, 1993 ("Amendment No. 2") and as amended by
Amendment No. 3 thereto dated December 21, 1993 ("Amendment No. 3") and as
amended by Amendment No. 4 thereto dated January 12, 1994 ("Amendment No. 4")
and as amended by Amendment No. 5 thereto dated February 10, 1994 ("Amendment
No. 5") and as amended by Amendment No. 6 thereto dated February 23, 1994
("Amendment No. 6") and as amended by Amended by Amendment No. 7 thereto dated
March 9, 1994 ("Amendment No. 7") and as amended by Amendment No. 8 thereto
dated May 9, 1994 ("Amendment No. 8") and as amended by Amendment No. 9 thereto
dated July 11, 1994 ("Amendment No. 9") and as amended by Amendment No. 10
thereto dated July 28, 1994 ("Amendment No. 10") and as amended by Amendment No.
11 thereto dated August 9, 1994 ("Amendment No. 11") and as amended by Amendment
No. 12 thereto dated January 12, 1995 ("Amendment No. 12") and as amended by
Amendment No. 13 thereto dated September 22, 1995 ("Amendment No. 13") and as
amended by Amendment No. 14 thereto dated May 22, 1996 ("Amendment No. 14") and
as amended by Amendment No 15 thereto dated June 11, 1996 ("Amendment No. 15")
and as amended by Amendment No. 16 thereto dated July 9, 1996 ("Amendment No.
16") (the July 1993 Statement as amended by Amendment Nos. 1 through 16 is
referred to as the "Original Statement"), is jointly filed by the persons listed
on the execution pages hereof (the "Reporting Persons") pursuant to the Joint
Filing Agreement filed as Exhibit 5 to Amendment No. 1. Except as amended
hereby, the contents of the Original Statement, including its exhibits, are
incorporated herein by reference. Any capitalized term not defined herein has
the meaning given to it in the Original Statement.

          This Amendment relates to the common stock, par value $.001 per share
(the "Common Stock") of The Box Worldwide, Inc. (formerly known as Video Jukebox
Network, Inc.), a Florida corporation (the "Company"), and is filed pursuant to
Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Act").


          This Amendment is filed to disclose the changed purpose of the
Reporting Persons as a result of the agreement between the Company and TCI
Music, Inc. ("TCIM"), an affiliate of Tele-Communications, Inc. ("TCI"), for the
acquisition of the Company through a merger (the "Merger") into a newly formed,
wholly-owned subsidiary of TCIM, with the Company as the surviving corporation
in the Merger. The terms of the proposed Merger are set forth in a letter
agreement ("Letter Agreement"), dated July 21, 1997, between the Company and
TCIM. Pursuant to the Letter Agreement, the Company has agreed to cause the
directors of the Company to undertake to vote shares of the Company's Common
Stock which they beneficially own in favor of the proposed Merger, subject to
the conditions and terms of the Letter Agreement or, if entered into, a
superseding definitive merger agreement.



<PAGE>


CUSIP No. 92656G 10 8                                              Page 7 of 19

          The Merger and other actions contemplated by the Letter Agreement and
the Term Sheet are collectively referred to in this Amendment No. 17 as the
"Proposed Transaction."

          If the Merger is consummated, shareholders of the Company would
receive shares of preferred stock ("TCIM Preferred Stock") convertible into
shares of Series A Common Stock of TCIM in exchange for their shares of Common
Stock of the Company at an effective purchase price of $1.50 per share of
Company Common Stock.

          Except as specifically modified, amended or supplemented by this
Amendment all of the information in the Original Statement is hereby confirmed.

          Item 4 of the Original Statement is amended and supplemented as
follows:

Item 4.  Purpose of Transaction

          As previously reported, the Joint Venture has accomplished its
original objective of acquiring control of the Company and effecting changes in
the Board of Directors and management of the Company. The Reporting Persons
intend to cause the 14,210,419 shares beneficially owned by each Reporting
Person to be voted in favor of the Proposed Transaction, subject to the terms
and conditions set forth in the Letter Agreement and Term Sheet annexed to the
Letter Agreement, or any definitive merger agreement executed pursuant thereto,
and to dispose of the shares of the Company's common stock held by them for
shares of TCIM Preferred Stock in the Proposed Transaction.

Item 5 of the Original Statement is amended and supplemented as follows:

Item 5.  Interest in Securities of the Issuer

          The Reporting Persons intend to cause the 14,210,419 shares
beneficially owned by each Reporting Person to be voted in favor of the Proposed
Transaction, subject to the terms and conditions set forth in the Letter
Agreement and Term Sheet annexed to the Letter Agreement, or any definitive
merger agreement executed pursuant thereto.

Item 6 of the Original Statement is amended and supplemented as follows:

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer

          The Company and TCIM have entered into the Letter Agreement pursuant
to which TCIM has agreed to acquire all 25,668,448 of the issued and outstanding
shares of the Company's common stock (assuming conversion of outstanding
preferred stock into 1,666,667 shares of common stock) at an effective price of
$1.50 per share in exchange for shares of TCIM Preferred Stock, convertible into
shares of Series A Common Stock of TCIM, through a Merger of the Company into a
newly formed wholly owned subsidiary of TCIM, on the terms and conditions set
forth in the Letter Agreement and the Term Sheet annexed to the Letter
Agreement.



<PAGE>


CUSIP No. 92656G 10 8                                              Page 8 of 19


          A copy of the Letter Agreement, with the Term Sheet attached, is filed
with this Amendment No. 17 as Exhibit 99.17.1.

         Terms  relating  to  existing  and  proposed  arrangements  between the
Reporting Persons and others are summarized below.

          A. Closing Conditions. The Merger agreement is to be subject to a
number of closing conditions including the following provisions.

                  1. Approval of the shareholders of TCIM and the Company, which
in accordance with the Articles of Incorporation of the Company will require
approval of shareholders holding at least 75% of the outstanding voting capital
stock of the Company. The Reporting Persons intend to cause the 14,210,419
shares beneficially owned by each Reporting Person to be voted in favor of the
Proposed Transaction, subject to the terms and conditions set forth in the
Letter Agreement and Term Sheet annexed to the Letter Agreement, or any
definitive merger agreement executed pursuant thereto.

                  2. Obtaining from each director of the Company an undertaking
that he will cause the shares of the Company's common stock which he
beneficially owns to be voted in favor of the Proposed Transaction pursuant to
the terms of the definitive merger agreement (or the Letter Agreement and Term
Sheet, if applicable). TCIM may terminate the Letter Agreement and the Term
Sheet if these voting agreements are not obtained within 10 business days after
July 21, 1997.

Item 7 of the Original Statement is amended and supplemented as follows:

Item 7.  Material to be filed as Exhibits

                  Exhibit  99.17.1  Letter Agreement dated July 21, 1997 between
                                    The Box  Worldwide, Inc. and TCI Music,
                                    Inc., with attached Term Sheet.

                  Exhibit  99.17.2  Press Release issued by the Company, dated
                                    July 22, 1997.
<PAGE>

CUSIP No. 92656G 10 8                                              Page 9 of 19


                                 SCHEDULE 13D-A


                                   SIGNATURES

      The  undersigned,  after  reasonable  inquiry  and to the  best  of  their
knowledge and belief,  certify that the  information set forth in this statement
is true, complete, and correct.


LENFEST COMMUNICATIONS, INC., a           STARNET, INC., a Delaware corporation
Delaware corporation 


By:    /s/ Samuel W. Morris, Jr.          By:   /s/ Samuel W. Morris, Jr.
    ---------------------------                  -------------------------- 
Name:  Samuel W. Morris, Jr.              Name:  Samuel W. Morris, Jr.      
As:    Vice President                       As:  Vice President             
                                                                            
Dated:  August 1, 1997                    Dated: August 1, 1997             
                                                               


H. F. Lenfest                             STARNET INTERACTIVE
                                          ENTERTAINMENT, INC., a Delaware   
                                           corporation          
                                                             



/s/ H.F. Lenfest                           By:   /s/ Samuel W. Morris, Jr.
    ---------------------------                  -------------------------- 
Name:  H. F. Lenfest.                      Name:  Samuel W. Morris, Jr.     
Dated: August 1, 1997                        As:  Vice President            
                                                                            
                                           Dated: August 1, 1997            
                                                                 
                                          
                                                              








<PAGE>


CUSIP No. 92656G 10 8                                            Page 10 of 19


                                  EXHIBIT INDEX


Exhibit No.                       Description of Document
-----------                       -----------------------

Exhibit 99.17.1              Letter  Agreement  dated July 21, 1997
                             between The Box Worldwide,  Inc. and TCI
                             Music, Inc., with attached Term Sheet.

Exhibit 99.17.2              Press Release issued by the Company, 
                             dated July 22, 1997.



