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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
HSN, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
40429R 10 9
(CUSIP Number)
Stephen M. Brett, Esq. Pamela S. Seymon, Esq.
Senior Vice President Wachtell, Lipton, Rosen & Katz
and General Counsel 51 West 52nd Street
Tele-Communications, Inc. New York, New York 10019
5619 DTC Parkway (212) 403-1000
Englewood, CO 80111
(303) 267-5500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 4, 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 should 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).
*Note: This Statement constitutes Amendment No. 1 of a Report on
Schedule 13D of BDTV II INC., Amendment No. 3 of a Report on
Schedule 13D of BDTV INC., Amendment No. 7 of a Report on
Schedule 13D of each of Barry Diller and the Reporting Group
(as defined in Item 2) and Amendment No. 9 of a Report on
Schedule 13D of Tele-Communications, Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
TELE-COMMUNICATIONS, INC.,
BARRY DILLER
BDTV INC.
and
BDTV II INC.
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
in respect of
HSN, INC.
(formerly named Silver King Communications, Inc.)
This Report on Schedule 13D (the "Schedule 13D") re-
lates to the common stock, par value $.01 per share (the "Com-
mon Stock"), of HSN, Inc., a Delaware corporation (the "Com-
pany," which was formerly named Silver King Communications,
Inc.). The Report on Schedule 13D originally filed by Tele-
Communications, Inc., a Delaware corporation ("TCI"), on August
15, 1994, as amended and supplemented by the amendments thereto
previously filed with the Commission (collectively, the "TCI
Schedule 13D"), is hereby amended and supplemented to include
the information contained herein, and this Report constitutes
Amendment No. 9 to the TCI Schedule 13D. In addition, the Re-
port on Schedule 13D originally filed by each of Mr. Barry
Diller (the "Barry Diller Schedule 13D") and the Reporting
Group (the "Reporting Group Schedule 13D") on August 29, 1995,
as amended and supplemented by the amendments thereto previ-
ously filed with the Commission, is hereby amended and supple-
mented to include the information contained herein, and this
Report constitutes Amendment No. 7 to each of the Barry Diller
Schedule 13D and the Reporting Group Schedule 13D. This Report
on Schedule 13D also constitutes Amendment No. 3 to the Report
on Schedule 13D of BDTV INC., a Delaware corporation ("BDTV"),
originally filed with the Commission on August 16, 1996 (the
"BDTV Schedule 13D"). This Report on Schedule 13D also consti-
tutes Amendment No. 1 to the Report on Schedule 13D of BDTV II
INC., a Delaware corporation ("BDTV II"), originally filed with
the Commission on December 24, 1996 (the "BDTV II Schedule
13D"). Barry Diller, TCI, BDTV and BDTV II (each, a "Reporting
Page 2 of 5 Pages
Person") constitute a "group" for purposes of Rule 13d-5 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with respect to their respective beneficial ownership of
the Common Stock and are collectively referred to as the
"Reporting Group." The TCI Schedule 13D, the Barry Diller
Schedule 13D, the Reporting Group Schedule 13D, the BDTV
Schedule 13D and the BDTV II Schedule 13D are collectively
referred to as the "Schedule 13D." Capitalized terms not
defined herein have the meanings provided in the prior Reports
on Schedule 13D referred to in this paragraph.
The summary descriptions contained in this Report of
certain agreements and documents are qualified in their en-
tirety by reference to the complete texts of such agreements
and documents, filed as Exhibits hereto and incorporated herein
by reference. Information contained herein with respect to
each Reporting Person and its executive officers, directors and
controlling persons is given solely by such Reporting Person,
and no other Reporting Person has responsibility for the ac-
curacy or completeness of information supplied by such other
Reporting Person.
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 TCI Sched-
ule 13D, the Barry Diller Schedule 13D, the BDTV Schedule 13D,
the BDTV II Schedule 13D and the Reporting Group Schedule 13D
is hereby amended and supplemented by adding the following
information:
On February 4, 1997, RMS sold its 415,945 shares of
Class B Stock to Mr. David Geffen. Although, as disclosed
previously, under the Class B Option, BDTV as the holder of the
Class B Option was entitled to require RMS to convert such
shares into a like number of shares of Common Stock, BDTV did
not require such conversion. In connection with the sale by
RMS of such shares to Mr. Geffen, however, BDTV and Mr. Geffen
entered into a Letter Agreement, dated as of February 3, 1997
(the "Geffen Agreement"), pursuant to which Mr. Geffen has
agreed, among other things, not to sell, transfer or otherwise
dispose of or enter into any contract to sell, transfer or
otherwise dispose of any of the 415,945 shares of Class B Stock
unless in connection therewith such shares are converted into a
like number of shares of Common Stock at or immediately prior
to any such sale, transfer or other disposition.
The above description of Geffen Agreement is
qualified in its entirety by reference to such agreement, which
is filed as an exhibit hereto and is incorporated herein by
reference.
Page 3 of 5 Pages
Item 7. Material to be Filed as Exhibits
1) Letter Agreement, dated as of February 3, 1997, by
and between BDTV INC. and David Geffen.
Page 4 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete
and correct.
Dated: February 7, 1997
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
Name: Stephen M. Brett
Title: Senior Vice President
and General Counsel
/s/ Barry Diller
Barry Diller
BDTV INC.
By: /s/ Barry Diller
Name: Barry Diller
Title: President
BDTV II INC.
By: /s/ Barry Diller
Name: Barry Diller
Title: President
Page 5 of 5 Pages
EXHIBIT INDEX
Seq. Pg. No.
1. Written Agreement between TCI
and Mr. Diller regarding Joint
Filing of Schedule 13D.*
2. Definitive Term Sheet regarding
Stockholders Agreement, dated
as of August 24, 1995, by and
between Liberty Media Corporation
and Mr. Diller.*
3. Definitive Term Sheet regarding
Equity Compensation Agreement,
dated as of August 24, 1995, by
and between the Company and
Mr. Diller.*
4. Press Release issued by the
Company and Mr. Diller, dated
August 25, 1995.*
5. Letter Agreement, dated November 13,
1995, by and between Liberty Media
Corporation and Mr. Diller.*
6. Letter Agreement, dated November 16,
1995, by and between Liberty Media
Corporation and Mr. Diller.*
7. First Amendment to Stockholders
Agreement, dated as of November 27,
1995, by and between Liberty Media
Corporation and Mr. Diller.*
8. 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.*
_____________________
* Previously filed.
9. Exchange Agreement, dated as of
November 27, 1995, by and between
Silver Management Company and Silver
King Communications, Inc.*
10. Agreement and Plan of Merger, dated
as of November 27, 1995, by and among
Silver King Communications, Inc.,
Thames Acquisition Corp. and Savoy
Pictures Entertainment, Inc.*
11. Voting Agreement, dated as of
November 27, 1995, by and among
Certain Stockholders of the Company
and Savoy Pictures Entertainment, Inc.*
12. Letter Agreement, dated March 22,
1996, by and between Liberty Media
Corporation and Barry Diller.*
13. In re Applications of Roy M. Speer
and Silver Management Company, Federal
Communications Commission Memorandum
and Order, adopted March 6, 1996 and
released March 11, 1996.*
14. In re Applications of Roy M. Speer
and Silver Management Company,
Request for Clarification of Silver
Management Company, dated April 10,
1996.*
15. In re Applications of Roy M. Speer
and Silver Management Company, Federal
Communications Commission Memorandum
Opinion and Order and Notice of Apparent
Liability, adopted June 6, 1996 and
released June 14, 1996.*
16. Amended and Restated Joint Filing
Agreement of TCI, Mr. Diller and BDTV.*
17. Amended and Restated Certificate of
Incorporation of BDTV INC.*
_____________________
* Previously filed.
18. Press Release issued by the Company
and Home Shopping Network, Inc.,
dated August 26, 1996.*
19. Agreement and Plan of Exchange
and Merger, dated as of August 25,
1996, by and among the Company,
Home Shopping Network, Inc., House
Acquisition Corp., and Liberty
HSN, Inc.*
20. Termination Agreement, dated as of
August 25, 1996, among the Company,
BDTV INC., Liberty Program Investments,
Inc., and Liberty HSN, Inc.*
21. Voting Agreement, dated as of
August 25, 1996, by and among
Certain Stockholders of Home
Shopping Network, Inc. and the
Company.*
22. Voting Agreement, dated as of
August 25, 1996, by and among
Barry Diller, Liberty Media
Corporation, Arrow Holdings,
LLC, BDTV INC., and Home Shopping
Network, Inc.*
23. Letter Agreement, dated as of
August 25, 1996, by and between
Liberty Media Corporation and
Barry Diller.*
24. Second Amended and Restated Joint
Filing Agreement by and between
TCI, Mr. Diller, BDTC Inc. and
BDTV II Inc.*
24. Exchange Agreement, dated as of
December 20, 1996, by and between
the Company and Liberty HSN, Inc.*
25. Letter Agreement, dated as of
February 3, 1997, by and between
BDTV INC. and David Geffen.
_____________________
* Previously filed.
Exhibit 25
BDTV, Inc.
2425 Olympic Boulevard
Santa Monica, California 90404
February 3, 1997
Mr. David Geffen
c/o The David Geffen Company
10 Universal City Plaza, 27th Floor
Universal City, CA 91608
Dear David:
We understand that following the execution of this
letter agreement you will purchase 415,945 shares (the
"Shares") of the Class B Common Stock, par value $.01 per share
(the "Class B Stock"), of HSN, Inc., a Delaware corporation
("HSN"), from RMS Limited Partnership, a Nevada limited part-
nership ("RMS"). The Shares are held by RMS subject to the
terms of an Option Agreement dated as of February 11, 1993, as
amended on September 23, 1994 (the "Option Agreement"), by and
between Liberty Media Corporation ("Liberty") and RMS, which
Option Agreement (including all of Liberty's rights thereunder)
was subsequently assigned by Liberty to BDTV, Inc., a Delaware
corporation formerly known as Silver Management Company
("BDTV"). As a condition to BDTV's willingness to enter into
certain waivers of its rights under the Option Agreement in
connection with the sale to you of the Shares, BDTV has re-
quired that you agree as follows:
1. You shall not sell, transfer or otherwise dispose of
or enter into any contract to sell, transfer or otherwise dis-
pose of any Shares unless in connection therewith the Shares
are converted into shares of Common Stock, $.01 par value per
share ("Common Stock"), of HSN at or immediately prior to any
such sale, transfer or other disposition, and you agree that
the certificates representing such Shares shall bear an ap-
propriate legend to reflect the restrictions set forth herein.
2. Prior to any pledge of, or the creation of any lien,
claim, charge, encumbrance, security interest or rights or in-
terests of any kind in the Shares (which shall be deemed to be
a disposition), you shall convert such Shares into shares of
Common Stock.
3. You shall deliver written notice to BDTV at least 5
business days prior to entering into any contract or agreement
with respect to the sale, transfer or other disposition of any
Shares.
You acknowledge that BDTV would not have an adequate
remedy at law for money damages in the event that any of your
agreements herein were not performed in accordance with its
terms and you therefore agree that BDTV shall be entitled to
specific enforcement of the terms hereof and to injunctive re-
lief to restrain any threatened or continuing breach of any of
your obligations, in addition to any other remedy to which BDTV
may be entitled, at law or in equity.
You shall not assign this Agreement or any part
thereof without the prior written consent of BDTV. BDTV shall
be permitted to assign this Agreement or any rights in respect
of this Agreement to any person without your consent or ap-
proval.
Any term or provision of this Agreement may be waived
at any time by an instrument in writing signed by the party
entitled to the benefits thereof, and this Agreement may be
amended or supplemented at any time by an instrument in writing
signed by the parties hereto.
The number and kind of Shares shall be appropriately
adjusted in the event of any stock split, reverse split, stock
dividend or other reclassification or reorganization affecting
the capital stock of HSN occurring after the date hereof.
This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but both of which
together shall constitute one and the same agreement.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without re-
gard to principles of conflict of laws thereof.
-2-
If the foregoing correctly sets forth our agreement,
please sign in the space provided below.
Very truly yours,
BDTV, Inc.
By /s/ Barry Diller
Barry Diller
President
Agreed to:
/s/ David Geffen
David Geffen
-3-