UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) Robert D. Myers, Esq. Transamerica Corporation 600 Montgomery Street San Francisco, CA 94111 (415) 983-5015 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 1996 (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 [x]. 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 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).
<PAGE> 1 Name of Reporting Person TRANSAMERICA CORPORATION IRS Identification No. of Above Person 94-0932740 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 0 NUMBER OF SHARES 8 Shared Voting Power 657,000* BENEFICIALLY * See Note to Item 5 OWNED BY EACH 9 Sole Dispositive Power 0 REPORTING PERSON WITH 10 Shared Dispositive Power 657,000* * See Note to Item 5 11 Aggregate Amount Beneficially Owned by Each Reporting Person 657,000* * See Note to Item 5 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 1.8% 14 Type of Reporting Person HC
<PAGE> Item 1. Security and Issuer This statement relates to shares of the common stock, $0.01 par value (the "Common Stock") of HSN, Inc. (formerly named Silver King Communications, Inc.) (the "Issuer"). The principal executive office and mailing address of the Issuer is 11831 30th Court North, St. Petersburg, Florida 33716. Item 2. Identity and Background This statement is filed by Transamerica Corporation ("Transamerica"), a Delaware corporation. Its address is 600 Montgomery Street, San Francisco, California 94111. See Annex A for the identities of and certain information relating to Transamerica's directors and executive officers. Neither Transamerica nor any of its directors or executive officers has, during the past five years, been convicted of any criminal proceeding (other than a traffic citation or similar, minor infraction), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the persons named in Annex A is a citizen of the United States of America, except Richard H. Finn, who is a citizen of Great Britain, and Mark A. McEachen, who is a citizen of Canada. Item 3. Source and Amount of Funds or Other Consideration The source of funds for purchases of Common Stock reported as beneficially owned, directly or indirectly, in Item 5 of this Statement was the working capital of Transamerica and its subsidiaries. The shares owned for the benefit of non-affiliate investment advisory clients of one of Transamerica's subsidiaries were purchased with cash assets of such clients.
Item 4. Purpose of Transaction The shares of Common Stock beneficially owned by Transamerica and its subsidiaries were acquired in the ordinary course of business for investment purposes and were not acquired for the purpose (and do not have the effect) of changing or influencing the control of the Issuer, and were not acquired in connection with any transaction having such purposes or effects. Depending on market conditions and other factors, Transamerica or its subsidiaries may purchase additional shares of the Common Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, Transamerica or its
<PAGE> subsidiaries may sell all or some of their shares of the Common Stock. Neither Transamerica nor any of its directors or officers has plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer (a), (b), (c) and (d). According to information received from the Issuer, the number of shares of Common Stock outstanding as of December 31, 1996, was 35,991,553. Transamerica may be deemed to beneficially own 657,000 shares, which, based on the foregoing information, is approximately 1.8% of the outstanding Common Stock. Transamerica directly owns 106,000 of such shares. The remaining 551,000 shares, including 100,000 shares owned for the benefit of non-affiliate investment advisory clients of one of Transamerica's subsidiaries, are beneficially owned by direct and indirect subsidiaries of Transamerica who are eligible to file Schedule 13G pursuant to Rule 13d-1. See Annex B with respect to transactions by Transamerica in the Common Stock in the past 60 days, all of which were effected through broker-dealers. Note: Management of the affairs of Transamerica's subsidiaries, 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 13D by Transamerica is not intended as, and should not be deemed as, an acknowledgment of beneficial ownership or shared voting or dispositive power by Transamerica of the shares of the Common Stock beneficially owned by its subsidiaries, and such beneficial ownership or attribution or shared voting or dispositive power is expressly disclaimed. (e) On December 19, 1996, Transamerica ceased to be deemed to be the beneficial owner of 5% or more of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None.
<PAGE> Signatures 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 CORPORATION February 12, 1997 By /s/ Richard N. Latzer _____________________________ Richard N. Latzer Senior Vice President and Chief Investment Officer
<PAGE> ANNEX A Directors Business Principal Name Address Occupation Frank C. Herringer 600 Montgomery Street Chairman, San Francisco, CA President and 94111 Chief Executive Officer, Transamerica Corporation Samuel L. Ginn 1 California Street Chairman and San Francisco, CA Chief Executive 94111 Officer, AirTouch Communications, Inc. Gordon E. Moore 2200 Mission College Chairman, Intel Blvd. Corporation Santa Clara, CA 95052 Robert W. 375 Park Avenue Vice Chairman and Matschullat New York, NY 10152 Chief Financial Officer, The Seagram Company Ltd. Toni Rembe 225 Bush Street Partner, San Francisco, CA Pillsbury Madison 94104 & Sutro Condoleeza Rice Stanford, CA 94305 Provost, Stanford University Charles R. Schwab 101 Montgomery Street Chairman and San Francisco, CA Chief Executive 94104 Officer, The Charles Schwab Corporation Forrest N. Shumway 600 Montgomery Street Retired Vice San Francisco, CA Chairman, Allied- 94111 Signal Inc. Peter V. Ueberroth 500 Newport Center Managing Director, Drive, Suite 900 The Contrarian Newport Beach, CA Group, Inc. 92660
<PAGE> Executive Officers Business Name Address Title Frank C. Herringer Transamerica Corporation Chairman, 600 Montgomery Street President and San Francisco, CA Chief Executive 94111 Officer Thomas J. Cusack Transamerica Corporation Executive Vice 600 Montgomery Street President San Francisco, CA 94111 Richard H. Finn Transamerica Corporation Executive Vice 600 Montgomery Street President San Francisco, CA 94111 Edgar H. Grubb Transamerica Corporation Executive Vice 600 Montgomery Street President and San Francisco, CA Chief Financial 94111 Officer Robert A. Watson Transamerica Corporation Executive Vice 600 Montgomery Street President San Francisco, CA 94111 Shirley H. Buccieri Transamerica Corporation Senior Vice 600 Montgomery Street President, San Francisco, CA General Counsel 94111 and Secretary Richard H. Fearon Transamerica Corporation Senior Vice 600 Montgomery Street President-San Francisco, CA Corporate 94111 Development Richard N. Latzer Transamerica Corporation Senior Vice 600 Montgomery Street President and San Francisco, CA Chief 94111 Investment Officer Burton E. Broome Transamerica Corporation Vice President 600 Montgomery Street and Controller San Francisco, CA 94111 Mark A. McEachen Transamerica Corporation Vice President 600 Montgomery Street and Treasurer San Francisco, CA 94111
<PAGE> ANNEX B Transactions in Common Stock Transamerica has sold 15,000 shares of Common Stock in open market transactions since December 12, 1996, at the prices and in the amounts shown below. Average Price Per Share ($) Date No. of Shares (excluding commissions) December 31, 1996 15,000 23.75