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------------------------------ OMB APPROVAL ------------------------------ OMBA Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response . . . 14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* ------- HSN Inc. (Formerly,Silver King Communications, Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 827740101 -------------------- (CUSIP Number) *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 of 8 pages - ----------------------- --------------------- CUSIP NO. 827740101 13G PAGE 2 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wanger Asset Management, L.P. 36-3820584 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] Not Applicable (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 300,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 300,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 300,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 Not Applicable - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 4.24% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IA - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 827740101 13G PAGE 3 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wanger Asset Management, Ltd. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] Not Applicable (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 300,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 300,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 300,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 Not Applicable - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 4.24% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 827740101 13G PAGE 4 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph Wanger - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] Not Applicable (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 300,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 300,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 300,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 Not Applicable - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 4.24% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a) Name of Issuer: HSN Inc. (formerly, Silver King Communications Inc.) Item 1(b) Address of Issuer's Principal Executive Offices: 12425 28th Street North St. Petersburg, Florida 33716 Item 2(a) Name of Person Filing: Wanger Asset Management, L.P. ("WAM"); Wanger Asset Management Ltd., the general partner of WAM ("WAM LTD."); Ralph Wanger ("Wanger") Item 2(b) Address of Principal Business Office: WAM, WAM LTD. and Wanger are all located at: 227 West Monroe Street, Suite 3000 Chicago, Illinois 60606 Item 2(c) Citizenship: WAM is a Delaware limited partnership. WAM LTD. is a Delaware corporation. Wanger is a U.S. citizen. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 827740101 Item 3 Type of Person: (e) WAM is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940; WAM LTD. is the General Partner of the Investment Adviser; Wanger is the principal stockholder of the General Partner. Item 4 Ownership (at December 31, 1996): (a) Amount owned "beneficially" within the meaning of rule 13d-3: 300,000 Page 5 of 8 Pages (b) Percent of class: 4.24% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none (ii) shared power to vote or to direct the vote: 300,000 (iii) sole power to dispose or to direct the disposition of: none (iv) shared power to dispose or to direct disposition of: 300,000 WAM serves as investment adviser to Acorn Investment Trust, Series Designated Acorn Fund (the "Trust"). Various of WAM's limited partners and employees are also officers and trustees of the Trust, but WAM does not consider the Trust to be controlled by such persons. Although the Trust is not controlled by WAM, pursuant to rule 13d-3(a) the 300,000 shares beneficially owned by the Trust, with respect to which the Trust has delegated to WAM shared voting power and shared dispositive power, are considered to be shares beneficially owned by WAM by reason of such delegated powers. In addition to the shares beneficially owned by the Trust, other clients of WAM may own shares which are not included in the aggregate number of shares reported herein because WAM does not have or share voting or investment power over those shares. Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of a class of equity security, check the following (X) Item 6 Ownership of More than Five Percent on Behalf of Another Person: The shares reported herein have been acquired on behalf of discretionary clients of WAM. Persons other than WAM are entitled to receive all dividends from, and proceeds from the sale of, those shares. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable 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 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 Page 6 of 8 Pages and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Page 7 of 8 Pages 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: February 14, 1997 The undersigned corporation, on the date above written, agrees and consents to the joint filing on its behalf of this Schedule 13G in connection with its beneficial ownership of the security reported herein. WANGER ASSET MANAGEMENT, LTD. for itself and as general partner of WANGER ASSET MANAGEMENT, L.P. By: /s/ Bruce H. Lauer -------------------- Bruce H. Lauer Vice President The undersigned individual, on the date above written, agrees and consents to the joint filing on his behalf of this Schedule 13G in connection with his beneficial ownership of the security reported herein. RALPH WANGER /s/ Ralph Wanger ------------------------------- Page 8 of 8 Pages
-------------------------- OMB APPROVAL -------------------------- OMBA Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response...14.90 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ----------- Silver King Communications, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 827740101 ------------------------------ (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). Page 1 of 8 pages - ----------------------- --------------------- CUSIP NO. 827740101 13G PAGE 2 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wanger Asset Management, L.P. 36-3820584 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] Not Applicable (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 400,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 400,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 400,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 Not Applicable - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 5.73% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IA - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 827740101 13G PAGE 3 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wanger Asset Management, Ltd. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] Not Applicable (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 400,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 400,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 400,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 Not Applicable - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 5.73% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 827740101 13G PAGE 4 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph Wanger - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] Not Applicable (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 400,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 400,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 400,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 Not Applicable - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 5.73% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a) Name of Issuer: Silver King Communications Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 12425 28th Street North St. Petersburg, Florida 33716 Item 2(a) Name of Person Filing: Wanger Asset Management, L.P. ("WAM"); Wanger Asset Management Ltd., the general partner of WAM ("WAM LTD."); Ralph Wanger ("Wanger") Item 2(b) Address of Principal Business Office: WAM, WAM LTD. and Wanger are all located at: 227 West Monroe Street, Suit 3000 Chicago, Illinois 60606 Item 2(c) Citizenship: WAM is a Delaware limited partnership. WAM LTD. is a Delaware corporation. Wanger is a U.S. citizen. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 827740101 Item 3 Type of Person: (e) WAM is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940; WAM LTD. is the General Partner of the Investment Adviser; Wanger is the principal stockholder of the General Partner. Item 4 Ownership (at December 31, 1995): -- (a) Amount owned "beneficially" within the meaning of rule 13d-3: 400,000 shares Page 5 of 8 pages (b) Percent of class: 5.73% (based on 6,977,000 shares outstanding) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none (ii) shared power to vote or to direct the vote: 400,000 (iii) sole power to dispose or to direct the disposition of: none (iv) shared power to dispose or to direct disposition of: 400,000 WAM serves as investment adviser to Acorn Investment Trust, Series Designated Acorn Fund (the "Trust"). Various of WAM's limited partners and employees are also officers and trustees of the Trust, but WAM does not consider the Trust to be controlled by such persons. Although the Trust is not controlled by WAM, pursuant to rule 13d-3(a) the 300,000 shares beneficially owned by the Trust, with respect to which the Trust has delegated to WAM shared voting power and shared dispositive power, are considered to be shares beneficially owned by WAM by reason of such delegated powers. In addition to the shares beneficially owned by the Trust, other clients of WAM may own shares which are not included in the aggregate number of shares reported herein because WAM does not have or share voting or investment power over those shares. Item 5 Ownership of Five Percent or Less of a Class: Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: The shares reported herein have been acquired on behalf of discretionary clients of WAM. Persons other than WAM are entitled to receive all dividends from, and proceeds from the sale of, those shares. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8 Identification and Classification of Members of the Group: Not Applicable Page 6 of 8 pages Item 9 Notice of Dissolution of Group: Not Applicable 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. Page 7 of 8 pages 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: February 9, 1996 The undersigned corporation, on the date above written, agrees and consents to the joint filing on its behalf of this Schedule 13G in connection with its beneficial ownership of the security reported herein. WANGER ASSET MANAGEMENT, LTD. for itself and as general partner of WANGER ASSET MANAGEMENT, L.P. By: /s/ Robert M. Slotky -------------------------------------- Robert M. Slotky Chief Financial Officer The undersigned individual, on the date above written, agrees and consents to the joint filing on his behalf of this Schedule 13G in connection with his beneficial ownership of the security reported herein. RALPH WANGER /s/ Ralph Wanger ------------------------------------ Page 8 of 8 pages
------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form ..........14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ------ Silver King Communications, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 827740141 ----------------------------------------- (CUSIP Number) Woon-Wah Siu, Bell, Boyd & Lloyd 70 West Madison Street, Suite 3300 Chicago, Illinois 60602 Tel: (312) 372-1121 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 3, 1995 -------------------------------------------------------------- (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 [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting 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.) 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 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). - ----------------------- ----------------------- CUSIP NO. 827740141 13D PAGE 2 OF 4 PAGES - ----------------------- ----------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph Wanger - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] Not Applicable (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 Not Applicable - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 Not Applicable - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S. - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 SHARES ------------------------------------------------------------- BENEFICIALLY 8 800,000 OWNED BY ------------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ------------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 800,000 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 800,000 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 8.99% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7 This Amendment No. 1 relates to the Schedule 1D filed immediately prior to the filing of this Amendment by Ralph Wanger ("Wanger"), with respect to the shares of Common Stock (the "Shares") of Silver King Communications, Inc. (the "Schedule 13D"). All terms used herein, unless otherwise defined, shall have the same meaning as in the Schedule 13D. This Amendment supplements the Schedule 13D and should be read in conjunction therewith. Item 4. Purpose of Transaction. - ------ On January 4, 1995, WAM purchased 7,500 Shares in the open market in the ordinary course of business. Between July 14, 1995 and August 3, 1995, Squirrel sold 125,000 Shares in the open market in the ordinary course of business. In July, 1995, WAM sold 40,000 Shares in the open market in the ordinary course of business. Item 5. Interest in Securities of the Issuer. - ------ At August 3, 1995, after accounting for the transactions reported in Item 4, Wanger owned "beneficially" within the meaning of rule 13d-3: 800,000 Shares or 8.99% of the class (based on 8,899,000 Shares outstanding), over which he had shared voting and investment power. All of such Shares were "beneficially" owned by WAM, which is eligible to use Schedule 13G. Because beneficial ownership of the 800,000 Shares is attributable to Wanger solely by virtue of his control over WAM, which is eligible to use Schedule 13G, Wanger is filing this Amendment to Schedule 13D as an exit filing. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect - ------ to Securities of the Issuer. Not Applicable. Item 7. Material to be Filed as Exhibits. - ------ Not Applicable. 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: December 8, 1995. RALPH WANGER /s/ Ralph Wanger ----------------------------
------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form.......... 14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.________)* Silver King Communications, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 827740141 ----------------------------------------- (CUSIP Number) Woon-Wah Siu, Bell, Boyd & Lloyd 70 West Madison Street, Suite 3300 Chicago, Illinois 60602 Tel: (312) 372-1121 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 17, 1994 -------------------------------------------------------------- (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 [_]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting 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.) 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 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). - ----------------------- ---------------------- CUSIP NO. 827740141 13D PAGE 2 OF 5 PAGES - ----------------------- ---------------------- - ------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph Wanger - ------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] Not Applicable (b) [_] - ------------------------------------------------------------------------------- SEC USE ONLY 3 - ------------------------------------------------------------------------------- SOURCE OF FUNDS 4 Not Applicable - ------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 Not Applicable - ------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S. - ------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 0 SHARES ------------------------------------------------------------ SHARED VOTING POWER BENEFICIALLY 8 957,500 OWNED BY ------------------------------------------------------------ EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ------------------------------------------------------------ SHARED DISPOSITIVE POWER WITH 10 957,500 - ------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 957,500 (as of December 31, 1994) - ------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 10.76% (as of December 31, 1994) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer - ------ This Statement relates to shares of Common Stock (the "Shares") of Silver King Communications, Inc., 12425 - 28th Street North, St. Petersburg, Florida 33716. Item 2. Identify and Background. - ------ There is set forth hereafter information with respect to the person filing this Statement: (a) Name: Ralph Wanger ("Wanger") (b) Country of Citizenship: U.S. (c) Principal Business: Investment Advisor, Wanger is (i) a general partner of Flying Squirrel Management, L.P., which is the general partner of Flying Squirrel Fund L.P. ("Squirrel"), and (ii) the principal stockholder of Wanger Asset Management Ltd., ("WAM LTD") which is the general partner of Wanger Asset Management L.P. ("WAM"), an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (d) Address of Principal Office: 227 West Monroe Street, Suite 3000 Chicago, Illinois 60606 (e) The undersigned reporting person has never been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it is or was subject to a judgement, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws. Item 3. Source and Amount of Funds or Other Consideration. - ------ Not Applicable. Item 4. Purpose of Transaction. - ------ WAM serves as investment adviser to Acorn Investment Trust, Series Designated Acorn Fund (the "Trust"). Various of WAM's limited partners and employees are also officers and trustees of the Trust, but WAM does not consider the Trust to be controlled by such persons. Although the Trust is not controlled by WAM, pursuant to rule 13d-3(a), shares beneficially owned by the Trust, with respect to which the Trust has delegated to WAM shared voting power and shared dispositive power, are considered to be shares beneficially owned by WAM by reason of such delegated powers. For purposes of rule 13d-3, shares beneficially owned by the Trust are also considered to be shares beneficially owned by Wanger by virtue of his control over WAM LTD, which is the general partner of WAM. At December 31, 1994, WAM beneficially owned 832,500 Shares or 9.35% of the class. WAM, WAM LTD and Wanger reported ownership of such Shares on Schedule 13G filed on February 10, 1995. In addition to the Shares beneficially owned by the Trust, other clients of WAM may own Shares which are not included in the aggregate number of Shares reported herein because WAM does not have or share voting or investment power over those Shares. On October 17, 1994, Squirrel became the beneficial owner of Shares equal to more than one percent of the class. For purposes of rule 13d-3, shares beneficially owned by Squirrel are considered to be beneficially owned by Wanger by virtue of fact that he is a general partner of the general partner of Squirrel. Squirrel is not eligible to use Schedule 13G. Wanger, therefore, is filing this Statement on Schedule 13D to reflect that he was deemed to beneficially own Shares beneficially owned by Squirrel, in addition to the Shares beneficially owned by WAM. The Shares referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and have the effect of changing or influencing the control of the issuer of such Shares and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Squirrel sold all of the Shares it owned by August 3, 1995. Wanger intends to make an exit filing immediately following the filing of this Schedule 13D. Item 5. Interest in Securities of the Issuer - ------ At October 17, 1994, Wanger owned "beneficially" within the meaning of rule 13d-3: 781,000 Shares (of which 682,700 Shares were "beneficially" owned by WAM and 98,300 were "beneficially" owned by Squirrel), representing 8.78% of the class (based on 8,899,000 Shares outstanding), over all of which Wanger had shared voting and investment power. At December 31 1994, Wanger owned "beneficially" within the meaning of rule 13d-3: 957,500 Shares (of which 832,500 Shares were "beneficially" owned by WAM and 125,000 were "beneficially" owned by Squirrel), representing 10.76% of the class (based on 8,899,000 Shares outstanding), over all of which Wanger had shared voting and investment power. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect - ------ to Securities of the Issuer. Not Applicable. Item 7. Material to be Filed as Exhibits. - ------ Not Applicable. 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: December 8, 1995. RALPH WANGER /s/ Ralph Wanger -------------------------------