
<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. 20)*

                             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 LLP
                               Centre Square West
                         1500 Market Street, 38th Floor
                           Philadelphia, PA 19102-2186
                                 (215) 972-7188
           -----------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                December 10, 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).

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CUSIP No. 92656G 10 8                                          Page 2 of 8 pages

         This Amendment No. 20 ("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"), as amended by Amendment No. 2
thereto dated September 14, 1993 ("Amendment No. 2"), as amended by Amendment
No. 3 thereto dated December 21, 1993 ("Amendment No. 3"), as amended by
Amendment No. 4 thereto dated January 12, 1994 ("Amendment No. 4"), as amended
by Amendment No. 5 thereto dated February 10, 1994 ("Amendment No. 5"), as
amended by Amendment No. 6 thereto dated February 23, 1994 ("Amendment No. 6"),
as amended by Amendment No. 7 thereto dated March 9, 1994 ("Amendment No. 7"),
as amended by Amendment No. 8 thereto dated May 9, 1994 ("Amendment No. 8"), as
amended by Amendment No. 9 thereto dated July 11, 1994 ("Amendment No. 9"), as
amended by Amendment No. 10 thereto dated July 28, 1994 ("Amendment No. 10"), as
amended by Amendment No. 11 thereto dated August 9, 1994 ("Amendment No. 11"),
as amended by Amendment No. 12 thereto dated January 12, 1995 ("Amendment No.
12"), as amended by Amendment No. 13 thereto dated September 22, 1995
("Amendment No. 13"), as amended by Amendment No. 14 thereto dated May 22, 1996
("Amendment No. 14"), as amended by Amendment No. 15 thereto dated June 11, 1996
("Amendment No. 15"), as amended by Amendment No. 16 thereto dated July 9, 1996
("Amendment No. 16"), as amended by Amendment No. 17 thereto dated July 21, 1997
("Amendment No. 17"), as amended by Amendment No. 18 thereto dated August 12,
1997 ("Amendment No. 18") and as amended by Amendment No. 19 thereto dated
November 7, 1997 ("Amendment No. 19") ( (the July 1993 Statement as amended by
Amendment Nos. 1 through 19 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 and Amendment No. 1 to the Joint Filing Agreement, dated
November 7, 1997, filed as Exhibit 99.19.2. 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 execution of a Contingent
Dissolution Agreement, dated December 10, 1997 (the "Agreement"), between the
CEA Investors Partnership II, Ltd. ("CEA") and StarNet Interactive
Entertainment, Inc. ("StarNet Int"). CEA and StarNet Int have entered into the
Agreement to provide for the dissolution of the Joint Venture and the
distribution of the Joint Venture's assets to the joint venture partners upon
the completion of the proposed merger between the Company and TCI Music, Inc.

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CUSIP No. 92656G 10 8                                          Page 3 of 8 pages

         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 restated in its entirety as
follows:

Item 4. Purpose of Transaction

         The principal purposes for which the Joint Venture was formed, as
described in the Original Statement, will have been accomplished if the proposed
merger of the Company with and into TCI Music, Inc. is approved by the
shareholders of the Company and the merger is completed. As a result, the
Reporting Persons have agreed that the Joint Venture should be dissolved and the
shares of the Company's common stock held by the Joint Venture should be
distributed to CEA and StarNet Int, the joint venture partners, immediately
prior to the completion of the merger. CEA and StarNet Int have executed a
Contingent Dissolution Agreement, dated December 10, 1997. See Item 6, below.
The Joint Venture and the Reporting Persons have agreed with TCI Music to vote
in favor of the proposed merger with TCI Music. See Exhibit 99.18.1.

         If the merger is not completed, however, the Joint Venture will
continue, the Joint Venture and the Reporting Persons (through the Joint
Venture) will continue to control a majority of the outstanding common stock of
the Company and will control the Board of Directors of the Company. In such
circumstance, the plans and objectives of the Reporting Persons will be to take
actions for the purpose of maximizing shareholder value, which actions may
include, without limitation, the sale of the Company or all or part of its
assets and the reorganization, recapitalization or other restructuring of the
Company for the purpose of making the Company an attractive acquisition target.

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

         In anticipation of the vote to be held at the meeting of the
stockholders of the Company to approve the merger of the Company with and into
TCI Music, Inc., StarNet Int and CEA have entered into a Contingent Dissolution
Agreement, dated December 10, 1997 ("Agreement") (a copy of the Agreement is
filed with this Amendment No. 20 as Exhibit 99.20.1). The purpose of the
Agreement is to provide for the dissolution and liquidation of the Joint Venture
immediately prior to the completion of the merger between the Company and TCI
Music. If the merger is completed, the shares of the Company's common stock held
by the Joint Venture will be distributed to each of CEA and StarNet Int and each
will hold directly 4,506,922.5 shares of the Company's common stock. If the
merger is not completed, the Joint Venture will continue and its assets will not
be distributed to CEA and StarNet Int.


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CUSIP No. 92656G 10 8                                          Page 4 of 8 pages

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

Item 7.  Material to be filed as Exhibits

Exhibit 99.20.1   Contingent Dissolution Agreement, dated December 10, 1997,
                  between the CEA Investors Partnership II, Ltd. and StarNet
                  Interactive Entertainment, Inc.







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CUSIP No. 92656G 10 8                                          Page 5 of 8 pages


                                 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.,            STARNET, INC., a Delaware corporation
a Delaware corporation


By: /s/ H.F. Lenfest
    ----------------------------
Name:  H.F. Lenfest                      By:  /s/ H.F. Lenfest
                                              --------------------------------
As:   President                          Name:  H.F. Lenfest
                                         As:  President
Dated:  December 15, 1997
                                         Dated: December 15, 1997

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

/s/ H.F. Lenfest
    ----------------------------
Name:  H. F. Lenfest
Dated: December 15, 1997                 By:   /s/ H.F. Lenfest
                                              --------------------------------
                                         Name:  H.F. Lenfest
                                         As:  President
SUBURBAN CABLE TV CO. INC.
                                         Dated: December 15, 1997


By: /s/ H.F. Lenfest
    ----------------------------
Name:  H.F. Lenfest
As:   President

Dated: December 15, 1997






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CUSIP No. 92656G 10 8                                          Page 6 of 8 pages



                                  EXHIBIT INDEX


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

Exhibit 99.20.1            Contingent Dissolution Agreement, dated December 10,
                           1997, between the CEA Investors Partnership II, Ltd.
                           and StarNet Interactive Entertainment, Inc.
