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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
HSN, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
40429R109
(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
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Capital Group Companies, Inc.
86-0206507
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
5 SOLE VOTING POWER
NONE
NUMBER OF SHARED VOTING POWER
6
SHARES
BENEFICIALL NONE
Y OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 4,239,920
SHARED DISPOSITIVE POWER
8
NONE
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,239,920 Beneficial ownership disclaimed pursuant to Rule 13d-4
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%
TYPE OF REPORTING PERSON*
12
HC
* SEE INSTRUCTION BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital Research and Management Company
95-1411037
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
5 SOLE VOTING POWER
NONE
NUMBER OF SHARED VOTING POWER
6
SHARES
BENEFICIALL NONE
Y OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 3,831,250
SHARED DISPOSITIVE POWER
8
NONE
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,831,250 Beneficial ownership disclaimed pursuant to Rule 13d-4
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%
TYPE OF REPORTING PERSON*
12
IA
* SEE INSTRUCTION BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Item 1(a) Name of Issuer:
HSN, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
2501 118th Avenue North
St. Petersburg, Florida 33716
Item 2(a) Name of Person(s) Filing:
The Capital Group Companies, Inc., Capital Research and
Management Company
Item 2(b) Address of Principal Business Office:
333 South Hope Street
Los Angeles, CA 90071
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
40429R109
Item 3 The person(s) filing is(are):
(e) [X] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(g) [X] Parent Holding Company in accordance with Section
240.13d-1(b)(1)(ii)(G).
Item 4 Ownership
The Capital Group Companies, Inc., is the parent holding company
of a group of investment management companies that hold
investment power and, in some cases, voting power over the
securities reported in this Schedule 13G. The investment
management companies, which include a "bank" as defined in
Section 3(a)6 of the Securities Exchange Act of 1934 (the "Act")
and several investment advisers registered under Section 203 of
the Investment Advisers Act of 1940, provide investment advisory
and management services for their respective clients which
include registered investment companies and institutional
accounts. The Capital Group Companies, Inc. does not have
investment power or voting power over any of the securities
reported herein; however, The Capital Group Companies, Inc., may
be deemed to "beneficially own" such securities by virtue of Rule
13d-3 under the Act.
Capital Research and Management Company, an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940 and wholly owned subsidiary of The Capital Group Companies,
Inc., is the beneficial owner of 3,831,250 shares or 10.5% of the
44,392,000 shares of Common Stock believed to be outstanding as a
result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company
Act of 1940.
Shares reported by The Capital Group Companies, Inc. include
783,670 shares resulting from the assumed conversion of
$20,898,000 principle amount of the 5.875% 144A convertible
security, due 2006.
The remaining shares reported as being beneficially owned by The
Capital Group Companies, Inc. are beneficially owned by other
subsidiaries of The Capital Group Companies, Inc. listed under
item 7, none of which by itself owns 5% or more of the
outstanding securities.
Item 5 Ownership of 5% or Less of a Class: [ ]
Item 6 Ownership of More than 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
1. Capital Research and Management Company is an Investment
Adviser registered under Section 203 of the Investment
Advisers Act of 1940 and is a wholly owned subsidiary of The
Capital Group Companies, Inc.
2. Capital Guardian Trust Company is a bank as defined in Section
3(a)(6) of the Act and a wholly owned subsidiary of The
Capital Group Companies, Inc.
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of the Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my 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 purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 9, 1997
Signature: *Larry P. Clemmensen
Name/Title: Larry P. Clemmensen, President
The Capital Group Companies, Inc.
Date: May 9, 1997
Signature: *Paul G. Haaga, Jr.
Name/Title: Paul G. Haaga, Jr., Executive Vice
President
Capital Research and Management Company
*By
James P. Ryan
Attorney-in-fact
Signed pursuant to a Power of Attorney dated February 11,
1997 included as an Exhibit to Schedule 13G filed with
the Securities and Exchange Commission by The Capital
Group Companies, Inc. on February 12, 1997 with respect
to AAR Corporation.
AGREEMENT
Los Angeles, CA
May 9, 1997
The Capital Group Companies, Inc. ("CGC") and Capital Research and
Management Company ("CRMC") hereby agree to file a joint statement on
Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in
connection with their beneficial ownership of Common Stock issued by
HSN, Inc.
CGC and CRMC state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGC and CRMC are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
THE CAPITAL GROUP COMPANIES, INC.
BY: *Larry P. Clemmensen
Larry P. Clemmensen, President
The Capital Group Companies,
Inc.
CAPITAL RESEARCH AND MANAGEMENT COMPANY
BY: *Paul G. Haaga, Jr.
Paul G. Haaga, Jr., Executive
Vice President
Capital Research and Management
Company
*By
James P. Ryan
Attorney-in-fact
Signed pursuant to a Power of Attorney dated February 11, 1997
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by The Capital Group Companies, Inc. on
February 12, 1997 with respect to AAR Corporation.