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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
December 23, 1996
Date of Report (Date of earliest event reported)
HSN, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20570 59-2712887
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
11831 30TH COURT NORTH
ST. PETERSBURG, FL 33716
(Address of principal executive offices) (Zip Code)
(813) 573-0339
(Registrant's telephone number,
including area code)
SILVER KING COMMUNICATIONS, INC.
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The information set forth under Item 5, below, is
incorporated by reference herein in its entirety.
ITEM 5. OTHER EVENTS.
On December 19, 1996, HSN, Inc., formerly known as
Silver King Communications, Inc., (the "Company"), Home
Shopping Network, Inc. ("Home Shopping Network") and Savoy
Pictures Entertainment, Inc. ("Savoy") announced that the
merger of the three companies was approved by their
respective stockholders and that the merger of the three
companies was expected to be completed on December 20, 1996.
On December 19, 1996, the merger of a subsidiary of
the Company with and into Savoy became effective (the "Savoy
Merger"), pursuant to the terms of the Agreement and Plan of
Merger, dated as of November 27, 1995, as amended as of March
22, 1996 and as of August 13, 1996, among the Company, Savoy
and Thames Acquisition Corp.
On December 20, 1996, the merger of a subsidiary of
the Company with and into Home Shopping Network became
effective (the "Home Shopping Network Merger"), pursuant to
the terms of the Agreement and Plan of Exchange and Merger,
dated as of August 25, 1996, among the Company, Home Shopping
Network, Liberty HSN, Inc. and House Acquisition Corp.
On December 20, 1996, the Company filed with the
Secretary of State of the State of Delaware a certificate of
amendment to the Company's Amended and Restated Certificate
of Incorporation changing the name of the Company from Silver
King Communications, Inc. to HSN, Inc. and such amendment
became effective on that date. The Company has notified the
Nasdaq Stock Market of the name change, and as of December
23, 1996, the ticker symbol for Company securities will be
HSNI.
Attached hereto as Exhibit 20.01 is a copy of the
press release issued jointly on December 19, 1996 by the
Company, Savoy and Home Shopping Network.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
No. Title
20.01 Press release of the Company, Home
Shopping Network, Inc. and Savoy
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Pictures Entertainment, Inc. dated
December 19, 1996.
SIGNATURE
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 hereunto duly
authorized.
HSN, INC.
By: /s/ Michael Drayer
Michael Drayer
Executive Vice President,
General Counsel and
Corporate Secretary
DATE: December 23, 1996
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
20.01 Press release of the Company, Home Shopping
Network, Inc. and Savoy Pictures Entertainment,
Inc. dated December 19, 1996.
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Exhibit 20.01
MERGER OF SILVER KING COMMUNICATIONS, HOME SHOPPING
NETWORK AND SAVOY PICTURES APPROVED BY SHAREHOLDERS
-- MERGERS TO BE COMPLETED BY FRIDAY, 12/20 --
-- COMBINED COMPANY, HSN, INC., TO TRADE ON NASDAQ --
NEW YORK, Dec. 19 -- Shareholders of Silver King Communications,
Inc. (NASDAQ: SKTV), Home Shopping Network, Inc. (NYSE: HSN)
and Savoy Pictures Entertainment, Inc. (NASDAQ: SPEI) each
voted today to approve the merger of the three companies.
Additionally, shareholders of Silver King voted to change the
name of Silver King Communications, the surviving entity, to
HSN, Inc. Beginning Monday, December 23, 1996, the combined
company will trade on the NASDAQ under the symbol "HSNI."
Savoy's merger into Silver King will be effective at the
close of business today. The merger of Silver King and Home
Shopping Network is expected to be effective at the close of
business tomorrow, Friday, December 20, 1996.
"It has taken us more than a year to bring the consolidation
of these three companies to their respective shareholders for
a vote," stated HSN, Inc. Chairman Barry Diller. "FCC
delays, negotiations, independent committees, lawyers'
drafts, redrafts, Board approvals, FCC approvals and the
normal rigamarole attendant to transactions takes a toll on
more than time. But, finally, and undimmed, we have one
company with a strong balance sheet in interesting businesses
and with a great appetite for growth, both in our current
business lines and opportunistically through acquisition."
James Held, Vice Chairman of HSN, Inc. and President and CEO
of Home Shopping Network, stated, "Home Shopping Network will
succeed in achieving our set goal of a $100 million EBITDA
run rate for 1996, and anticipates strong continued growth in
1997, domestically and internationally, including the launch
of a new program venture, America's Jewelry Store. And
Silver King, the largest broadcast group in the country not
affiliated with a network, represents a true opportunity.
Over the next several years we will maximize the group's
value, on a market-by-market basis, through partnerships,
sale, acquisition and a managed implementation of our
programming plans. These plans include a tightly-marketed
original local production format designed to thrive in a
fractionalized broadcast world, attracting long under-
appreciated local advertisers as well as encouraging a growth
in direct sales programming in conjunction with Home Shopping
Network."
Home Shopping Network's pioneering electronic retailing busi-
ness reaches approximately 70 million cable, broadcast and
satellite households with its 24-hour programming. On
January 1, 1997, Home Shopping Network will launch America's
Jewelry Store (AJS), a 24-hour television channel devoted
exclusively to the sale of quality jewelry. Jewelry already
represents Home Shopping Network's largest and most
profitable category, and the Company is regarded for its
competitive prices, expert knowledge and exceptional
selection. In 1996, Home Shopping Network announced
strategic investments in H.O.T., the leading home shopping
service in Germany, and SHOP Channel, a new home shopping
service in Japan. The Company is also initiating a $35
million infrastructure build-up designed to position HSN as a
leading player in electronic commerce fulfillment as it
develops into an industry over the next five years.
Silver King's television broadcast group, the sixth-largest
in the nation, owns and operates 12 independent full-power
UHF broadcast stations in 11 major markets, reaching
approximately 29 million television households. The stations
serve 10 of the 16 largest markets in the United States,
including New York, Los Angeles, Chicago and Philadelphia.
Silver King also has minority interests, ranging from 33-49
percent, in stations in seven major markets, including San
Francisco and Washington, D.C., which reach an additional 10
million U.S. television households.
SF Broadcasting owns, in partnership with Fox, and operates
VHF Fox affiliates in Honolulu, New Orleans, Mobile and Green
Bay. These stations are already demonstrating growth from
their conversion to Fox, as evidenced by the latest Nielsen
ratings which ranked KHON - Honolulu first in its market and
the number one Fox affiliate nationally. SF Broadcasting is
currently exploring additional station opportunities in
adjoining markets as a basis for regional group marketing and
operations efforts.
The Internet Shopping Network (ISN) was the first large-scale
enterprise to embrace the Internet as a medium for conducting
commerce. Today it is one of the largest on-line computer
retailers, offering over 40,000 computer hardware and
software products, many downloadable directly into customers
computers. ISN is currently expanding its product selection
to target the needs of small and home businesses.
Vela Research develops and markets high technology digital
audio-video MPEG compression/decompression products to the
cable, broadcast, computer and telecommunications industries.
In addition to approving the mergers, shareholders of Silver
King today elected a new Board of Directors and voted in
favor of the other proposals submitted to shareholders as
part of the Company's Annual Meeting. The new Board of
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Directors consists of Chairman Barry Diller and Messrs.
Victor Kaufman, who will serve in the Office of the Chairman;
John Oxendine, Chairman of Blackstar Communications; Bruce
Ramer, attorney and principal of the law firm of Gang, Tyre,
Ramer & Brown; Sidney Sheinberg, a partner of The Bubble
Factory; and Richard Snyder, Chairman, CEO and President of
Golden Books Family Entertainment. Following completion of
the merger with Home Shopping Network, the Board is expected
to elect Messrs. Held, Eli Segal, former Assistant to the
President of the United States, and General H. Norman
Schwarzkopf as directors, completing the new HSN, Inc. Board
of Directors.
Under the terms of the merger, holders of Home Shopping
Network Common Stock will receive 0.45 of a share of HSNI
(formerly Silver King) Common Stock for each share of Home
Shopping Network Common Stock. Holders of Savoy Common Stock
will receive 0.14 of a share of HSNI Common Stock for each
share of Savoy Common Stock. Options and convertible
securities of Home Shopping Network and Savoy will be
exercisable or convertible, pursuant to their terms, into
shares of HSN, Inc. Common Stock at the applicable ratios.
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