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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
HSN, INC.
(formerly named Silver King Communications, Inc.)
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
40429R 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this
statement []. (A fee is not required only if the filing
person: (1) has a previous statement 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 subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
1 Name of Reporting Person Transamerica Occidental
Life Insurance Company
IRS Identification No. of Above Person 95-1060502
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 451,000*
BENEFICIALLY * See Note to Exhibit A
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 451,000*
* See Note to Exhibit A
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 451,000*
* See Note to Exhibit A
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 1.3%
12 Type of Reporting Person HC and IC
1 Name of Reporting Person Transamerica Life Insurance
and Annuity Company
IRS Identification No. of Above Person 95-6140222
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 361,000
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 361,000
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 361,000
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 1.0%
12 Type of Reporting Person IC
1 Name of Reporting Person Transamerica Insurance Corporation
of California
IRS Identification No. of Above Person 95-2634355
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 451,000*
BENEFICIALLY * See Note to Exhibit A
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 451,000*
* See Note to Exhibit A
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 451,000*
* See Note to Exhibit A
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 1.3%
12 Type of Reporting Person HC and IC
1 Name of Reporting Person Transamerica Investment Services, Inc.
IRS Identification No. of Above Person 94-1632699
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship or Place of Organization Delaware
5 Sole Voting Power 0
NUMBER OF
SHARES 6 Shared Voting Power 657,000
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 657,000
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 657,000
10 Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 1.8%
12 Type of Reporting Person IA
Item 1(a). Name of Issuer.
HSN, Inc. (formerly named Silver King Communications,
Inc.)
Item 1(b). Address of Issuer's Principal Executive Offices.
11831 30th Court North, St. Petersburg, Florida 33716.
Item 2(a). Name of Person Filing.
This statement is filed by Transamerica Occidental Life
Insurance Company ("Occidental"), the parent of Transamerica Life
Insurance and Annuity Company ("TALIAC"); TALIAC; Transamerica
Insurance Corporation of California ("TICC"), the parent of
Occidental and indirect parent of TALIAC; and Transamerica
Investment Services, Inc. ("TIS") (collectively, the
"Companies").
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each of the Companies is 1150 South
Olive Street, Los Angeles, California 90015.
Item 2(c). Citizenship.
Occidental, TALIAC and TICC are California
corporations. TIS is a Delaware corporation.
Item 2(d). Title of Class of Securities.
Common Stock, $.01 par value ("Common Stock").
Item 2(e). CUSIP Number.
40429R 10 9
Item 3. Type of Reporting Person.
Each of the Companies is filing this statement pursuant
to Rule 13d-2(b). TALIAC is an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934;
Occidental and TICC are insurance companies as defined in Section
3(a)(19) of the Securities Exchange Act of 1934 and parent
holding companies in accordance with Rule 13d-1(b)(1)(ii)(G).
TIS is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940.
Item 4. Ownership.
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
Occidental is deemed to be the beneficial owner of
451,000 shares of Common Stock, 90,000 of which Occidental owns
directly, and 361,000 of which are owned by Occidental's
subsidiary, TALIAC.*
TICC is deemed to be the beneficial owner of the
451,000 shares of Common Stock beneficially owned by its
subsidiary, Occidental, and by its indirect subsidiary, TALIAC.*
TIS is deemed to be the beneficial owner of 657,000
shares of Common Stock pursuant to separate arrangements whereby
TIS acts as investment adviser to certain individuals and
entities, including Occidental and TALIAC. Each of the
individuals and entities for which TIS acts as investment adviser
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities
purchased or held pursuant to such arrangements.
To the knowledge of the Companies, no other person has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock.
* See Note to Exhibit A.
This statement is being filed to report that the
Companies have ceased to be deemed to be the beneficial owners of
5% or more of the Common Stock.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
TICC is filing this statement pursuant to Rule 13d-
1(b)(1)(ii)(G) and not pursuant to Rule 13d-1(c). The identity
and Item 3 classification of its relevant subsidiaries are set
forth on Exhibit A attached hereto and incorporated herein by
reference.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certify that, to the
best of their knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY
February 12, 1997 By /s/ Richard N. Latzer
___________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY
February 12, 1997 By /s/ Richard N. Latzer
___________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 12, 1997 By /s/ Richard N. Latzer
___________________________________
Richard N. Latzer
Senior Vice President,
Transamerica Corporation
Its Attorney-In-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 12, 1997 By /s/ Richard N. Latzer
___________________________________
Richard N. Latzer
President and Chief Executive Officer
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934, the undersigned, Transamerica Occidental Life
Insurance Company, a California corporation; Transamerica Life
Insurance and Annuity Company, a California corporation;
Transamerica Insurance Corporation of California, a California
corporation; and Transamerica Investment Services, Inc., a Delaware
corporation; and each of them, hereby agree that the statement on
Schedule 13G, dated February 12, 1997 and any amendments thereto,
are filed on behalf of each of them.
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
February 12, 1997 By /s/ Richard N. Latzer
__________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY
February 12, 1997 By /s/ Richard N. Latzer
__________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 12, 1997 By /s/ Richard N. Latzer
__________________________________
Richard N. Latzer
Senior Vice President,
Transamerica Corporation
Its Attorney-In-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 12, 1997 By /s/ Richard N. Latzer
__________________________________
Richard N. Latzer
President and Chief Executive
Officer
Each of Occidental and TALIAC is an insurance company as
defined in Section 3(a)(19) of the Securities Exchange Act of 1934.
TALIAC is a wholly owned subsidiary of Occidental, and Occidental
is a wholly owned subsidiary of TICC.
TICC is an insurance company as defined in Section 3(a)(19)
of the Securities Exchange Act of 1934. TIS is an investment
adviser registered under Section 203 of the Investment Advisers Act
of 1940. Both TICC and TIS are wholly owned subsidiaries of
Transamerica Corporation ("Transamerica").
Note: Management of the affairs of subsidiaries of
Transamerica, including decisions respecting dispositions and/or
voting of the shares of the Common Stock beneficially owned by such
subsidiaries, resides in the respective officers and directors of
the subsidiaries and is not directed by Transamerica or other
subsidiaries. Accordingly, the filing of this Schedule 13G by TICC
and Occidental is not intended as, and should not be deemed, an
acknowledgment of beneficial ownership or shared voting or
dispositive power by them of the shares of the Common Stock
beneficially owned by their subsidiaries, and such beneficial
ownership or attribution or shared voting or dispositive power is
expressly disclaimed.
Exhibit A