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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
FINAL AMENDMENT
Under the Securities Exchange Act of 1934*
HOME SHOPPING NETWORK, INC.
______________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
______________________________________________________________________________
(Title of Class of Securities)
437351109
______________________________________________________________________________
(CUSIP Number)
Michael Drayer, Esq.
Silver King Communications, Inc.
12425 28th Street North
St. Petersburg, Florida 33716 (813) 573-0339
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 25, 1996
______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to re-
port 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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous state-
ment on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment sub-
sequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
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 should be filled out for a reporting per-
son's initial filing on this form with respect to the subject class of securi-
ties, and for any subsequent amendment containing information which would al-
ter 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 1 of 5 pages
CUSIP No. 437351109
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Silver King Communications, Inc.
59-2712887
_____________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
____________________________________________________________________________
(3) SEC Use Only
____________________________________________________________________________
(4) Source of Funds
_____________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
_____________________________________________________________________________
Number of (7) Sole Voting Power 0 shares
Shares Bene- ______________________________________________________________
ficially (8) Shared Voting Power 0 shares
Owned by
Each Report- (9) Sole Dispositive Power 0 shares
ing Person _______________________________________________________________
With (10) Shared Dispositive Power 0 shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
Excludes shares of Common Stock and options to purchase Common Stock
owned by the executive officers and directors of Silver King.
_____________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
0%
_____________________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO
Page 2 of 5 pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Final Amendment to
SCHEDULE 13D
Statement of
SILVER KING COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
HOME SHOPPING NETWORK, INC.
The Report on Schedule 13D (the "Schedule 13D") re-
lates to the common stock, par value $.01 per share, of Home
Shopping Network, Inc., a Delaware corporation (the "Company").
This Report is filed by Silver King Communications, Inc. (some-
times referred to herein as the "Reporting Person"). The Re-
port on Schedule 13D originally filed by the Reporting Person
on December 8, 1995 and heretofore amended (the "Reporting Per-
son Schedule 13D") is hereby amended and supplemented to in-
clude the information contained herein, and this Report consti-
tutes Final Amendment to the Reporting Person Schedule 13D.
Capitalized terms not defined herein have the meanings provided
in the prior Report referred to in this paragraph.
ITEM 4. PURPOSE OF TRANSACTION.
The information contained in Item 4 of the Reporting
Person Schedule 13D is hereby amended and supplemented by add-
ing the information set forth in Item 6 below, which is incor-
porated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Item 5 of the Reporting
Person Schedule 13D is hereby amended and supplemented by add-
ing the information set forth in Item 6 below, which is incor-
porated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
The information set forth in Item 6 of the Reporting
Person Schedule 13D above is hereby amended and supplemented by
adding the following information:
Page 3 of 5 pages
On August 26, 1996, Silver King issued a press re-
lease, announcing that Silver King, the Company and Liberty HSN
had entered into an Agreement and Plan of Exchange and Merger,
dated as of August 25, 1996 (the "Exchange and Merger Agree-
ment"), as a result of which the Company would become,
initially, an 80.1% subsidiary of Silver King (the "Silver
King-HSN Merger"). In connection with the Exchange and Merger
Agreement, Silver King, BDTV INC., Liberty HSN and Liberty Pro-
gram Investments, Inc. ("Liberty Program") entered into a Ter-
mination Agreement, dated as of August 25, 1996 (the "Termina-
tion Agreement"), pursuant to which the parties agreed that the
Liberty HSN Merger Agreement and the Exchange Agreement will be
terminated upon due execution of the Exchange and Merger Agree-
ment.
In connection with the Exchange and Merger Agreement,
Liberty, Liberty Program and Liberty HSN entered into a voting
agreement with Silver King, dated as of August 25, 1996 (the
"HSN Stockholders Voting Agreement"), pursuant to which each
such stockholder of the Company agreed, among other things, to
vote, or cause the shares in which they have a beneficial
interest to be voted, in favor of certain matters to be
submitted to Company stockholders in connection with the Silver
King-HSN Merger and related transactions.
Each of the press release, the Termination Agreement
and the HSN Stockholders Voting Agreement is filed as an Ex-
hibit hereto and is incorporated herein by reference, and the
foregoing summary descriptions of such documents are qualifed
in their entirety by reference to such exhibits.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Termination Agreement, dated as of August 25, 1996,
by and among Silver King Communications, Inc., BDTV
INC., Liberty Program Investments, Inc. and Liberty
HSN, Inc.
2. Voting Agreement, dated as of August 25, 1996, by and
among certain stockholders of the Company and Silver
King Communications, Inc.
3. Press Release, dated August 26, 1996, issued by Sil-
ver King Communications, Inc.
Page 4 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information in
this statement is true, complete and correct.
Dated: August 28, 1996
SILVER KING COMMUNICATIONS, INC.
By: /s/ Michael Drayer
Name: Michael Drayer
Title: Executive Vice President
Page 5 of 5 pages
EXHIBIT INDEX
Seq. Pg. No.
1. Definitive Term Sheet regarding
Stockholders Agreement, dated as
of August 24, 1995, by and between
Liberty Media Corporation and
Mr. Diller.*
2. Letter Agreement, dated November 13,
1995, by and between Liberty Media
Corporation and Mr. Diller.*
3. Letter Agreement, dated November 16,
1995, by and between Liberty Media
Corporation and Mr. Diller.*
4. First Amendment to Stockholders
Agreement, dated as of November 27,
1995, by and between Liberty Media
Corporation and Mr. Diller.*
5. Agreement and Plan of Merger, dated
as of November 27, 1995, by and among
Silver Management Company, Liberty
Program Investments, Inc. and
Liberty HSN, Inc.*
6. Exchange Agreement, dated as of
November 27, 1995, by and between
Silver Management Company and
Silver King Communications, Inc.*
7. Press Release, dated November 27,
1995, issued by Home Shopping
Network, Inc.*
8. Press Release, dated November 27,
1995, issued by Silver King
Communications, Inc.*
9. Report on Schedule 13D, dated
August 28, 1995, filed by
Tele-Communications, Inc. and
Barry Diller, with respect to
Silver King Communications, Inc.
(the "TCI/Diller Schedule 13D").*
_____________________
* Previously filed.
10. Amendment to TCI/Diller Schedule
13D, dated November 30, 1995.*
11. Termination Agreement, dated
as of August 25, 1996, by and
among Silver King Communications,
Inc., BDTV INC., Liberty
Program Investments, Inc. and
Liberty HSN, Inc.
12. Voting Agreement, dated as of
August 25, 1996, by and among
certain stockholders of the
Company and Silver King
Communications, Inc.
13. Press Release, dated August 26,
1996, issued by Silver King
Communications, Inc.
_____________________
* Previously filed.
Conformed Copy
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is
dated as of August 25, 1996, by and among SILVER KING
COMMUNICATIONS, INC., a Delaware corporation ("Silver King"),
BDTV INC., a Delaware corporation formerly named Silver
Management Company ("BDTV"), LIBERTY PROGRAM INVESTMENTS, INC.,
a Wyoming corporation ("Liberty Program"), and LIBERTY HSN,
INC., a Colorado corporation and a wholly owned subsidiary of
Liberty Program Investments, Inc. ("Liberty HSN").
RECITALS:
WHEREAS, Liberty HSN owns 17,566,702 shares of the
Common Stock, par value $.01 per share (the "Company Common
Stock"), of Home Shopping Network, Inc., a Delaware corporation
(the "Company"), and 20,000,000 shares of the Class B Common
Stock, par value $.01 per share (the "Company Class B Stock")
of the Company (collectively, the "Company Shares");
WHEREAS, BDTV, Liberty Program and Liberty HSN are
parties to an agreement and plan of merger, dated as of
November 27, 1995 (the "BDTV-Liberty Merger Agreement"),
pursuant to which Liberty HSN would be merged with and into
BDTV, as a result of which BDTV would be the surviving
corporation (the "BDTV-Liberty Merger");
WHEREAS, Silver King and BDTV are parties to an
exchange agreement, dated as of November 27, 1995 (the
"Exchange Agreement"), pursuant to which, simultaneously with
the consummation of the BDTV-Liberty Merger, BDTV would acquire
the Company Shares and, in exchange therefor, would issue to
BDTV 4,855,436 shares of Common Stock, par value $.01 per
share, of Silver King, and 6,082,000 shares of Class B Common
Stock, par value $.01 per share, of Silver King;
WHEREAS, the Boards of Directors of Silver King,
House Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Silver King ("Sub"), the Company and
Liberty HSN and the Special Committee of the Board of Directors
of the Company have each approved the terms and conditions of
the business combination between Silver King and the Company to
be effected by the merger (the "Merger") of Sub with and into
the Company, pursuant to the terms and subject to the
conditions of the Agreement and Plan of Exchange and Merger,
dated as of the date hereof (the "Exchange and Merger
Agreement"), and the General Corporation Law of the State of
Delaware, and each deems the Merger advisable and in the best
interests of each corporation; and
WHEREAS, in furtherance of the Exchange and Merger
Agreement and the transactions contemplated thereby, each of
BDTV, Liberty Program and Liberty HSN desires to terminate the
BDTV-Liberty Merger Agreement pursuant to Section 6.1(i)
thereof, and each of Silver King and BDTV desires to terminate
the Exchange Agreement pursuant to Section 6.1(i) thereof.
NOW, THEREFORE, in consideration of the premises and
mutual covenants and agreements contained in this Agreement,
the parties agree as follows:
1. The BDTV-Liberty Merger Agreement shall be
terminated pursuant to Section 6.1(i) thereof and all rights
and obligations of the parties thereunder shall be extinguished
effective immediately upon the due execution and delivery of
the Exchange and Merger Agreement by the parties thereto.
2. The Exchange Agreement shall be terminated
pursuant to Section 6.1(i) thereof and all rights and
obligations of the parties thereunder shall be extinguished
effective immediately upon the due execution and delivery of
the Exchange and Merger Agreement by the parties thereto.
3. This Agreement also constitutes the prior
written consent of Liberty Program for the termination of the
Exchange Agreement pursuant to Section 4.6 of the BDTV-Liberty
Merger Agreement and the prior written consent of Silver King
for the termination of the BDTV-Liberty Merger Agreement
pursuant to Section 4.6 of the Exchange Agreement.
4. This Agreement and the legal relations between
the parties hereto shall be governed by and construed in
accordance with the laws of the State of Delaware, without
regard to the conflict of laws rules thereof.
5. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which
together shall be considered one and the same instrument.
-2-
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the day and year first
above written.
SILVER KING COMMUNICATIONS, INC.
By: /s/ Barry Diller
Name: Barry Diller
Title: Chairman of the Board
and Chief Executive
Officer
BDTV INC.
By: /s/ Barry Diller
Name: Barry Diller
Title: President
LIBERTY PROGRAM INVESTMENTS, INC.
By: /s/ Robert R. Bennett
Name: Robert R. Bennett
Title: Executive Vice
President
LIBERTY HSN, INC.
By: /s/ Robert R. Bennett
Name: Robert R. Bennett
Title: Executive Vice
President
-3-
Conformed Copy
August 25, 1996
Silver King Communications, Inc.
12425 28th Street North
St. Petersburg, FL 33716
Ladies and Gentlemen:
The Board of Directors of Home Shopping Network,
Inc., a Delaware corporation (the "Company"), has approved, and
concurrently herewith, Silver King Communications, Inc., a
Delaware corporation ("Parent"), House Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of Parent
("Sub"), Liberty HSN, Inc., a Colorado corporation, and the
Company are entering into an Agreement and Plan of Exchange and
Merger of even date herewith (the "Exchange and Merger Agree-
ment") (all capitalized terms used but not defined herein shall
have the meanings set forth in the Exchange and Merger
Agreement), pursuant to which Sub will be merged with and into
the Company (the "Merger"). Each of the undersigned owns,
beneficially and of record, the number of shares (the "Shares")
of the common stock, par value $.01 per share, or Class B
common stock, par value $.01 per share, of the Company (the
"Company Stock"), set forth opposite such stockholder's name on
Exhibit A hereto, which are all the shares of Company Stock so
owned by such person.
The entering into of this letter agreement is a con-
dition to the willingness of Parent and Sub to enter into the
Exchange and Merger Agreement and consummate the Transactions.
Each of the undersigned agrees that at any meeting of
the stockholders of the Company, however called, it shall (a)
vote the Shares in favor of the Transactions, to the extent
that such holder's voting of such Shares is in accordance with
the stockholder approval requirement specified in the Exchange
and Merger Agreement; and (b) vote the Shares against any
action or agreement (other than the Exchange and Merger Agree-
ment or the transactions contemplated thereby) that would im-
pede, interfere with, delay, postpone or attempt to discourage
any of the Transactions, including, but not limited to: (i)
any extraordinary corporate transaction, such as a merger, con-
solidation or other business combination involving the Company;
(ii) a sale or transfer of all or substantially all of the as-
sets of the Company and its subsidiaries or a reorganization,
recapitalization or liquidation of the Company and its subsi-
diaries; (iii) any material change in the present capitaliza-
tion or dividend policy of the Company; or (iv) any other mate-
rial change in the Company's corporate structure or business.
This Agreement shall terminate on the first to occur
of (i) the Effective Time, (ii) the day after the termination
of the Exchange and Merger Agreement in accordance with its
terms, and (iii) written notice of termination of this
Agreement by Parent to the undersigned. Each of the
undersigned, as to itself, represents and warrants that as of
the date hereof, (i) it has due authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby, (ii) it is the owner of record and
beneficially owns the Shares set forth opposite its name on
Exhibit A, and such Shares constitute all of the Shares owned
of record or beneficially by it; (iii) the undersigned has sole
voting power and sole power of disposition with respect to all
of the Shares, with no restrictions, on its rights of disposi-
tion pertaining thereto, subject to applicable securities laws;
(iv) the transactions contemplated by this Agreement will not
affect the voting rights of any of the Shares except as
provided in this Agreement; and (v) neither the execution and
delivery of this Agreement by it nor the consummation of the
transactions contemplated hereby will (x) require any consent,
approval, authorization or permit of, or filing with or
notification to, any governmental or regulatory authority (ex-
cept filings under the Securities Exchange Act of 1934, as
amended, or where the failure to obtain such consent, approval,
authorization or permit, or to make such filing or
notification, would not prevent or delay consummation of the
transactions contemplated by this Agreement or would not other-
wise prevent the undersigned from performing its obligations
under this Agreement), (y) result in a default (or give rise to
any right of termination, cancellation or acceleration) under
any of the terms, conditions or provisions of any note, li-
cense, agreement or other instrument or obligation to which the
undersigned is a party, except for such defaults (or rights of
termination, cancellation or acceleration) as to which requi-
site waivers or consents have been obtained or which would not
adversely affect the performance of the obligations of the un-
dersigned hereunder or (z) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to it.
Each of the undersigned further covenants and agrees,
while this Agreement is in effect, and except as contemplated
hereby or by the Exchange and Merger Agreement, not to (i)
sell, transfer, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge,
encumbrance, assignment or other disposition of, any of the
Shares; provided, that the undersigned shall be permitted to
pledge or grant a security interest in the Shares, provided
that any such pledge or grant of security interest shall
provide that the pledgee or secured party hereunder shall take
any pledge or interest subject to the pledgor's voting
obligations hereunder; (ii) grant any proxies, deposit the
Shares into a voting trust or enter into a voting agreement
with respect to the Shares; or (iii) take any action that would
-2-
make any representation or warranty made by it herein untrue or
incorrect or have the effect of preventing or disabling it from
performing its obligations under this letter agreement.
The undersigned agrees to promptly notify Parent of
the number of any new shares of Company Stock acquired by it
(whether by purchase or conversion or exercise of options, war-
rants or other securities convertible into Company Stock), if
any, after the date hereof. Any such Shares acquired shall
become additional Shares subject to the terms of this Agree-
ment.
This Agreement (i) constitutes the entire agreement
between the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings,
both written and oral, among the parties or any of them with
respect to the subject matter hereof, and (ii) shall not be as-
signed by operation of law or otherwise, provided that Parent
may assign any of its rights and obligations to any wholly-
owned subsidiary of Parent, but no such assignment shall re-
lieve Parent of its obligations hereunder. This Agreement may
not be amended except by an instrument in writing signed on
behalf of all the parties affected by such amendment.
The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunc-
tions to prevent breaches of this Agreement and to enforce spe-
cifically the terms and provisions hereof in any federal or
state court located in the State of Delaware (as to which the
parties agree to submit to jurisdiction for the purposes of
such action), this being in addition to any other remedy to
which they are entitled at law or in equity.
This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware
regardless of the laws that might otherwise govern under prin-
ciples of conflicts of laws applicable thereto. The invalidity
or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provi-
sions of this Agreement, which shall remain in full force and
effect.
-3-
Parent and the undersigned acknowledge and agree that
this Agreement is being entered into by the undersigned solely
in its capacity as a stockholder of the Company and that none
of the obligations contained herein is intended to, and such
obligations do not, limit, restrict or otherwise affect the
obligations and duties of the undersigned (or its affiliates or
associates) in any capacity it may have as an officer and/or
director of the Company. The obligations of each undersigned
are several and not joint.
This Agreement may be executed in two or more coun-
terparts, each of which shall be deemed to be an original, but
all of which shall constitute one and the same agreement.
HSN STOCKHOLDERS
LIBERTY MEDIA CORPORATION
By: /s/ Robert R. Bennett
Name: Robert R. Bennett
Title: Executive Vice President
LIBERTY PROGRAM INVESTMENTS, INC.
By: /s/ Robert R. Bennett
Name: Robert R. Bennett
Title: Executive Vice President
LIBERTY HSN, INC.
By: /s/ Robert R. Bennett
Name: Robert R. Bennett
Title: Executive Vice President
SILVER KING COMMUNICATIONS, INC.
By: /s/ Barry Diller
Name: Barry Diller
Title: Chairman of the Board and
Chief Executive Officer
-4-
Exhibit A
Company Share Ownership
No. of Shares No. of Shares
Name of Common Stock of Class B Stock
Liberty Media Corporation 0 0
Liberty Program 0 0
Investments, Inc.
Libery HSN, Inc.(1) 17,566,702 20,000,000
_____________________
(1) Liberty HSN, Inc. is a wholly owned subsidiary of Liberty
Program Investments, Inc., which in turn is an indirect wholly
owned subsidiary of Liberty Media Corporation.
-5-
FOR IMMEDIATE RELEASE SKTV/PR35
SILVER KING COMMUNICATIONS, INC.
AND HOME SHOPPING NETWORK, INC.
ANNOUNCE AGREEMENT TO MERGE
NEW YORK, NY (August 26, 1996) -- Silver King Communications,
Inc. (NASDAQ: SKTV) and Home Shopping Network, Inc. (NYSE:
HSN) today entered into a definitive merger agreement, pursuant
to which Home Shopping Network (HSN) will become a subsidiary
of Silver King. The merger marks the reunification of the two
companies which split in 1992 and supersedes Silver King's pre-
vious agreement to purchase only Liberty Media Corp.'s (NASDAQ:
LBTYA) controlling interest in HSN.
Combined, Silver King and Home Shopping Network occupy a unique
position with cable, broadcast and electronic retailing pro-
gramming interests. In addition to HSN's pioneering electronic
retailing business and Silver King's television broadcast
group, the sixth largest in the nation (with interests in 21
full-powered stations), the new company's assets will include
the Internet Shopping Network (ISN), one of the largest elec-
tronic retailers on the Internet; Vela Research, specializing
in digital video encoder/decoder technology; and, pending con-
summation of Silver King's merger agreement with Savoy Pictures
Entertainment, Inc. (NASDAQ: SPEI), SF Broadcasting, which
owns and operates VHF Fox affiliates in four major markets.
Under the terms of the merger agreement, holders of HSN Common
Stock will receive 0.45 of a share of Silver King Common Stock
for each share of HSN Common Stock. Each share of HSN Class B
Stock, which has ten votes per share and is held solely by Lib-
erty Media Corp., will be converted into 0.54 of a share of
Silver King Class B Stock. The consideration to be received by
Liberty Media represents a premium of 10.67 percent on its ag-
gregate holdings of HSN Common Stock and Class B Stock.
Consummation of the merger is subject to Silver King and HSN
shareholder approvals. Approval from HSN shareholders will
include the majority decision of holders of HSN Common Stock
voting at the meeting, excluding Liberty Media Corp. Approval
from Silver King shareholders will include the majority deci-
sion of holders of Silver King Common Stock.
"At no risk of overstatement, this is a complex transaction,"
stated Silver King and HSN Chairman Barry Diller. "Not that it
needs suggestion, but given the interrelationships of HSN's and
Silver King's businesses, its Chairman and Liberty Media's
large shareholdings in both companies, I invite a detailed
evaluation of the proposed merger. I am confident that such
scrutiny will support one of the transactions key thresholds,
i.e., that it is fair and balanced and in the best interests of
all shareholders. As to its more expansive possibilities, I
believe the combination will allow the companies the very best
way to pursue their very aggressive individual agendas with
clarity and without conflict."
-2-
To represent the interests of Home Shopping Network's share-
holders other than Liberty Media and Barry Diller, HSN's Board
of Directors formed a Special Committee of Independent Direc-
tors, which in turn retained independent counsel and financial
advisors to negotiate the terms of the merger. The Committee
approved the transaction, which was subsequently approved by
HSN's Board of Directors based on the Committee's recommenda-
tion.
"This merger enhances the value of both Silver King Communica-
tions and Home Shopping Network," stated HSN Board member and
Chief Executive Officer James Held. "HSN is directly on target
with a realistic but aggressive revenue growth plan while Sil-
ver King's business plan has significant upside potential.
Combined, the company can nurture its subsidiaries more ef-
ficiently and has the proper base to support entirely new ven-
tures that capitalize on its collective assets."
As Liberty Media Corp. may not at this time own more than a
21.37 percent equity interest in Silver King without further
Federal Communications Commission (FCC) approval, Liberty Media
will not, at the time of the merger, exchange 18.3 million HSN
shares (17.57 million shares of Common Stock and 0.74 million
shares of Class B Stock) for Silver King securities. Instead
Liberty Media will retain a 19.9 percent minority interest in
HSN, which, under the terms of the merger, will be exchanged,
-3-
in a tax-free transaction, for additional Silver King shares as
soon as possible consistent with applicable FCC guidelines.
Additionally, approximately 2.6 million contingent shares of
Silver King Class B Stock due Liberty Media for shares of HSN
Class B stock acquired in the merger will not be issued until
such time as Liberty Media is legally permitted to own them.
Silver King management believes it highly unlikely that this
exchange will not be completed within three years of the con-
summation of the merger agreement. However, if at the end of
three years any of the 2.6 million Silver King contingent
shares have not been issued, Liberty Media would also have the
right during the next two years to dispose of such shares, plus
additional shares from Silver King to pay any related taxes,
provided Liberty Media can obtain FCC approval to do so.
Upon closing of the merger, (prior to any conversion of Liberty
Media's 19.9 percent retained interest), Home Shopping Network
will become an 80.1 percent subsidiary of Silver King Com-
munications. Original Silver King shareholders (other than
Liberty Media) will own approximately 7.4 million Silver King
shares, former HSN Common Stock shareholders (other than Lib-
erty Media) will own approximately 24.5 million Silver King
shares and Liberty Media Corp. will own approximately 9.8 mil-
lion Silver King shares (including approximately 2.1 million
already owned). Additionally, shareholders of Savoy Pictures
-4-
Entertainment will own approximately 4.2 million Silver King
shares upon completion of that transaction. Silver King shares
received by Liberty Media under the merger agreement will be
subject to the terms of an existing stockholders agreement be-
tween Liberty Media and Barry Diller, pursuant to which Mr.
Diller, through BDTV, Inc., exercises general voting control of
these securities subject to certain extraordinary matters.
Home Shopping Network pioneered the television shopping indus-
try in 1982. Its 24-hour programming reaches approximately 69
million households via cable and broadcast station affiliates
and satellite dish receivers.
Silver King Communications, the nation's sixth largest televi-
sion station group, owns and operates 12 independent full-power
UHF broadcast stations in 11 major markets, reaching ap-
proximately 29 million television households. The stations
serve 10 of the 16 largest markets in the United States includ-
ing New York, Los Angeles, Chicago and Philadelphia. Silver
King also owns minority interests, ranging from 33-49 percent,
in seven major market stations, which reach an additional 10
million U.S. television households.
CONTACTS:
SILVER KING COMMUNICATIONS, INC.:
Jason Stewart
Director of Corporate Communications
Tel: (310) 247-7234
-5-
HOME SHOPPING NETWORK, INC.:
Meredith Dobbs
Corporate Communications Tel: (813) 572-8585
-6-