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SCHEDULE 13D
Amendment No.
Silver King Communications Incorporated
common stock
Cusip # 827740101
Filing Fee: Yes
Cusip # 827740101
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 160,300
Item 8: None
Item 9: 390,600
Item 10: None
Item 11: 390,600
Item 13: 6.01%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, $0.00
par value (the "Shares") of Silver King Communications
Incorporated, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 12425
28th Street, North, St.Petersburgh, Florida.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). FMR is a holding company one of whose
principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee
or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser
to certain other funds which are generally offered to limited
groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in
investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity, and
FMTC are located at 82 Devonshire Street, Boston, Massachusetts
02109.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock representing
approximately 49% of the voting power of FMR Corp. Mr. Johnson
3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate
outstanding voting stock of FMR Corp. The Johnson family group
and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR Corp.Mr. Johnson 3d is Chairman of FMR Corp. The business
address and principal occupation of Mr. Johnson 3d is set forth
in Schedule A hereto.
The Shares to which this statement relates are owned
directly by two of the Fidelity Funds, and six of the Accounts.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Fidelity Funds which own or owned Shares purchased in
the aggregate 315,300 Shares for cash in the amount of
approximately $7,328,658, including brokerage commissions. The
Fidelity Funds used their own assets in making such purchase and
no part of the purchase price is represented by borrowed funds.
Proceeds from 85,000 Shares sold aggregated approximately
$1,090,198. The attached Schedule B sets forth Shares purchased
and/or sold since July 15, 1995.
The Accounts of FMTC which own or owned Shares purchased in
the aggregate 160,300 Shares for cash in the amount of
approximately $5,513,283, including brokerage commissions.
Except as described below, the Accounts used their own assets in
making such purchase and no part of the purchase price is
represented by borrowed funds. Of the 167,600 Shares of common
stock owned by one Account as of September 12, 1995, 167,600
Shares were purchased on margin pursuant to a typical customer
margin agreement with Bear, Stearns & Co. In addition, of the
100,900 Shares of common stock owned by a different Account as of
such date, 100,900 Shares were purchased on margin pursuant to a
typical customer margin agreement with Bear, Stearns & Co. Of the
47,300 Shares of common stock owned by one Account as of such
date, 47,300 Shares were purchased on margin pursuant to a
typical customer margin agreement with Goldman Sachs & Co.
Proceeds from 0 Shares sold aggregated approximately $0. The
attached Schedule B sets forth Shares purchased and/or sold since
July 15, 1995.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having the Fidelity
Funds and the Accounts purchase Shares is to acquire an equity
interest in the Company in pursuit of specified investment
objectives established by the Board of Trustees of the Fidelity
Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have the
Fidelity Funds and the Accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares of sale at what they consider to be reasonable prices and
other investment opportunities that may be available to the
Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review
continuously the equity position of the Fidelity Funds and
Accounts in the Company. Depending upon future evaluations of
the business prospects of the Company and upon other
developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions,
Fidelity may determine to cease making additional purchases of
Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or
a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
FMR, Fidelity, and FMTC, beneficially own all 390,600
Shares.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 230,300 Shares, or approximately
3.54% of the outstanding Shares of the Company, and through FMTC,
the managing agent for the Accounts, 160,300 Shares, or
approximately 2.47% of the outstanding Shares of the Company.
Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to
the best knowledge of FMR, any of the persons name in Schedule A
hereto, beneficially owns any other Shares. The combined
holdings of FMR, Fidelity, and FMTC, are 390,600 Shares, or
approximately 6.01% of the outstanding Shares of the Company.
(b) FMR, through its control of Fidelity, investment
advisor to the Fidelity Funds, and the Funds each has sole power
to dispose of the Shares. Neither FMR nor Mr. Johnson has the
sole power to vote or direct the voting of the 230,300 Shares
owned directly by the Fidelity Funds, which power resides with
the Funds' Boards of Trustees. Fidelity carries out the voting
of the Shares under written guidelines established by the Funds'
Board of Trustees. FMR, through its control of FMTC, investment
manager to the Accounts, and the Accounts each has sole
dispositive power over 160,300 Shares and sole power to vote or
to direct the voting of 160,300 Shares, and no power to vote or
to direct the voting of 0 Shares owned by the Accounts.
(c) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Other than the margin agreements described in Item 3 above
and except as described in the following paragraph, neither FMR
nor any of its affiliates nor, to the best knowledge of FMR, any
of the persons named in Schedule A hereto has any joint venture,
finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
The Funds and Accounts may from time to time own debt
securities issues by the Company, and may from time to time
purchase and/or sell such debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
FMR Corp.
DATE: September 19, 1995 By: /s/Arthur
Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Chief Financial Financial Officer,
Officer FMR
SCHEDULE B
Silver King Communications Incorporated
Two Fidelity Fund(s) purchased Shares since July 15, 1995 at the
dates and at the prices set forth below. The transactions were
made for cash in open market transactions or with other
investment companies with the same or an affiliated investment
advisor.
DATE SHARES PRICE
07-26-95 10,000 $16.50
08-02-95 5,000 17.25
08-25-95 138,100 34.80
08-30-95 29,500 33.21
SCHEDULE B
Silver King Communications Incorporated
One Fidelity Fund(s) sold Shares since July 15, 1995 at the dates
and at the prices set forth below. The transactions were made
for cash in open market transactions or with other investment
companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
09-05-95 3,000 $35.50
SCHEDULE B
Silver King Communications Incorporated
Four Account(s) purchased Shares since July 15, 1995 at the dates
and at the prices set forth below. The transactions were made
for cash in open market transactions or with other investment
companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
08-07-95 1,700 $21.25
08-28-95 50,000 35.96
08-30-95 35,900 36.29
08-31-95 26,000 36.35
09-06-95 19,800 34.90
09-08-95 700 34.88
09-11-95 10,000 33.75
09-11-95 6,500 33.47