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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):
January 23, 1998
HSN, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction
of incorporation)
0-20570 59-2712887
(Commission File No.) (IRS employer identification no.)
152 West 57th Street, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 247-5810
ITEM 5. OTHER EVENTS.
On January 23, 1998, Home Shopping Network, Inc. ("Home
Shopping Network"), a subsidiary of HSN, Inc., ("HSNi") gave
notice (the "Notice") that it has elected to redeem and will
redeem on March 1, 1998 (the "Redemption Date"), all of the
outstanding Home Shopping Network 5.875% Convertible
Subordinated Debentures due March 1, 2006 (the "Debentures")
issued pursuant to the Indenture dated as of March 1, 1996, as
supplemented (the "Indenture"), between Home Shopping Network
and United States Trust Company of New York, at a redemption
price of 104.7% of the principal amount of the Debentures. As
described in the Notice and pursuant to the Indenture, the
Debentures may be converted by the holders thereof into shares
of HSNi Common Stock on or prior to the Redemption Date. The
Notice is attached as an exhibit hereto, and the foregoing
description of the Notice is qualified in its entirety by
reference to such exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits.
99.1 Notice of Redemption
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 thereunto duly
authorized.
HSN, INC.
By: /s/ James G. Gallagher
Name: James G. Gallagher
Title: Vice President,
General Counsel and
Corporate Secretary
Date: January 23, 1998
EXHIBIT INDEX
Exhibit
No. Description
99.1 Notice of Redemption
Exhibit 99.1
NOTICE OF REDEMPTION
To the Holders of
HOME SHOPPING NETWORK, INC.
5.875% Convertible Subordinated Debentures due March 1, 2006
*CUSIP NO.'s 437351 AB5, 437351 AC3, 437351 AD1
NOTICE IS HEREBY GIVEN, pursuant and subject to the provisions
of Section 3.2 of Article Three of the Indenture, dated as of
March 1, 1996, as supplemented (the "Indenture") between Home
Shopping Network, Inc. (the "Company") and United States Trust
Company of New York (the "Trustee"), under which the above-
described Convertible Subordinated Debentures were issued (the
"Debentures") and Section 3.6 of the Indenture, that the Com-
pany has elected to redeem on March 1, 1998 (the "Redemption
Date"), all of the outstanding Debentures, at a redemption
price of 104.700% of the principal amount thereof (the "Redemp-
tion Price").
Payment of the Redemption Price on each Debenture will be made
UPON PRESENTATION AND SURRENDER of the Debentures at one of the
following locations. Interest will be paid in the usual man-
ner.
BY HAND BY MAIL
United States Trust Company United States Trust Company
of New York of New York
111 Broadway Post Office Box 844
New York, New York 10006 Peter Cooper Station
Attn: Lower Level New York, New York 10276
For Debentures presented and surrendered by mail, the use
of Registered or Certified mail is suggested.
Interest on the Debentures will cease to accrue on and after
the Redemption Date.
__________________________
*The CUSIP numbers are included solely for the convenience of
the holders. Neither the Company nor the Trustee shall be re-
sponsible for the selection or the use of the CUSIP numbers,
nor is any representation made as to their correctness or ac-
curacy on the securities or as indicated on any redemption no-
tice.
On March 1, 1998, the principal amount of the Debentures will
become due and payable at 104.700% of the principal amount
thereof plus accrued interest to the Redemption Date which in-
terest will be paid in the usual manner. Unless the Company
defaults in making such redemption payment, on and after March
1, 1998, interest on the Debentures will cease to accrue. For
all purposes of the Indenture, the Debentures will be deemed to
be no longer outstanding from and after March 1, 1998, and all
rights with respect thereto, except as stated herein, will
cease as of the close of business on that same date.
Until and including, but not after the close of business on the
Redemption Date (unless the Company defaults in making the pay-
ment due upon redemption), each $1,000 principal amount of De-
bentures shall be convertible into shares of HSN, Inc. Common
Stock, in accordance with the provisions of Article 11 of the
Indenture and Article 3 of the First Supplemental Indenture
dated as of December 20, 1996, at a conversion price of $26.67
(with any fractional shares being paid in cash).
In order to exercise the conversion privilege, the Holder of
any Debenture to be converted shall surrender such Debenture,
duly endorsed or assigned to the Company or in blank, to the
Trustee at either of the locations listed on page one of this
Notice, accompanied by written notice that the Holder elects to
convert such Debenture or, if less than the entire principal
amount thereof is to be converted, the portion thereof to be
converted.
HOME SHOPPING NETWORK, INC.
By: UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
Dated: January 23, 1998
UNDER THE BACKUP WITHHOLDING PROVISIONS OF THE INTERNAL REVENUE
CODE OF 1986 (THE "CODE"), WE WILL BE REQUIRED TO WITHHOLD
THIRTY ONE PERCENT (31%) OF ANY GROSS PAYMENT TO A HOLDER WHO
FAILS TO PROVIDE US WITH A CERTIFIED TAXPAYER IDENTIFICATION
NUMBER (EMPLOYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUM-
BER). PLEASE COMPLETE THE ENCLOSED CERTIFICATION (SUBSTITUTE
FORM W-9) AND ATTACH IT TO THE NOTES BEING PRESENTED FOR RE-
DEMPTION. IF YOU ARE EXEMPT FROM BACKUP WITHHOLDING UNDER THE
CODE, PLEASE PROVIDE YOUR TAX IDENTIFICATION NUMBER AND SO IN-
DICATE IN PART II OF THE ENCLOSED FORM.