-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TS+HuMmSzHaOh/Svh1Ijt7+Jkp5/gGcqTU/Hf9yKMmPWzlacCpRjEAVuRav1DQIN Ni0GTVJL7mkneuIlA0OPxg== 0000898822-96-000619.txt : 19961225 0000898822-96-000619.hdr.sgml : 19961225 ACCESSION NUMBER: 0000898822-96-000619 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961224 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOME SHOPPING NETWORK INC CENTRAL INDEX KEY: 0000791024 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 592649518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38755 FILM NUMBER: 96686002 BUSINESS ADDRESS: STREET 1: 2501 118TH AVE NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 BUSINESS PHONE: 8135728585 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DILLER BARRY CENTRAL INDEX KEY: 0000927067 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: C/O QVC INC STREET 2: 1365 ENTERPRISE DR, GOSHEN CORPORATE PK CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 3102461411 MAIL ADDRESS: STREET 1: 1940 COLDWATER CANYON DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13E3/A 1 SCHEDULE 13E-3 AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ SCHEDULE 13E-3 (FINAL AMENDMENT) RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) HOME SHOPPING NETWORK, INC. (NAME OF ISSUER) ____________________ HOME SHOPPING NETWORK, INC. HSN, INC. (formerly, Silver King Communications, Inc.) TELE-COMMUNICATIONS, INC. HOUSE ACQUISITION CORP. BARRY DILLER (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, $.01 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 437351109 (CUSIP NUMBER OF CLASS OF SECURITIES) ____________________ HOME SHOPPING NETWORK, INC. HSN, INC. TELE-COMMUNICATIONS, INC. 2501 118TH AVENUE NORTH 12425 28TH STREET NORTH 5619 DTC PARKWAY ST. PETERSBURG, FL 33716 ST. PETERSBURG, FL 33716 ENGLEWOOD, CO 80111 ATTN: KEVIN J. MCKEON ATTN: MICHAEL DRAYER ATTN: STEPHEN M. BRETT (813) 572-8585 (813) 573-0339 (303) 267-5500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) ____________________ Copies to: THOMAS J. KUHN PAMELA S. SEYMON FREDERICK H. MCGRATH HOWARD, DARBY & LEVIN WACHTELL, LIPTON, ROSEN & KATZ BAKER & BOTTS, L.L.P. 1330 AVENUE OF THE AMERICAS 51 WEST 52ND STREET 599 LEXINGTON AVENUE NEW YORK, NY 10019 NEW YORK, NY 10019 NEW YORK, NY 10022 (212) 841-1000 (212) 403-1000 (212) 705-5000
____________________ This statement is filed in connection with (check the appropriate box): a. /x/ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. c. / / A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: / / CALCULATION OF FILING FEE _______________________________________________________________________ TRANSACTION VALUATION* AMOUNT OF FILING FEE $1,236,147,033 $247,231 _______________________________________________________________________ * The amount shown was estimated solely for purposes of calculation of the filing fee and is based upon the calculation set forth on the cover page of the preliminary Schedule 14A Joint Proxy Statement filed by Home Shopping Network, Inc., Silver King Communications, Inc. and Savoy Pictures Entertainment, Inc. with the Securities and Exchange Commission contemporaneously herewith, a copy of which is attached hereto. /x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $247,231 Filing Party: Silver King Form or Communications, Inc. Registration No.: Schedule 14A Date Filed: March 1, October 10 and November 13, 1996 _______________________________________________________________________ This Final Amendment to the Rule 13e-3 Transaction Statement (as amended, the "Statement"), is filed jointly by Home Shopping Network, Inc., a Delaware corporation ("HSN"), HSN, Inc., a Delaware corporation formerly named Silver King Communications, Inc. ("Silver King"), House Acquisition Corp., a Delaware corporation ("House"), Tele-Communications, Inc., a Delaware corporation ("TCI"), and Barry Diller and relates to the merger (the "HSN Merger") of House with and into HSN. Item 16. Additional Information. The information set forth in Item 16 of the Statement is hereby amended and supplemented by including the following information: Effective as of the close of business on December 20, 1996, the transactions that are the subject of this Statement were consummated as previously described in this Statement, including the exhibits hereto. In connection with such transactions, HSN was merged with and into the Company. SIGNATURES After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: December 24, 1996 HOME SHOPPING NETWORK, INC. By: /s/ Kevin J. McKeon Name: Kevin J. McKeon Title: Executive Vice President and Chief Financial Officer HSN, INC. (formerly named Silver King Communications, Inc.) By: /s/ Michael Drayer Name: Michael Drayer Title: Executive Vice President, General Counsel and Secretary TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett Name: Stephen M. Brett Title: Executive Vice President HOUSE ACQUISITION CORP. By: /s/ Michael Drayer Name: Michael Drayer Title: President /s/ Barry Diller Barry Diller -2- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (b)(1) Opinion Letter, dated August 28, 1996, of Wasserstein Perella & Co., Inc., addressed to the Special Committee of the Board of Directors of Home Shopping Network, Inc., included as Appendix F to the Joint Proxy Statement filed as Exhibit (d)(1) hereto. (b)(2) Presentation to the Special Committee of the Board of Directors of Home Shopping Network, Inc., dated August 25, 1996, of Wasserstein Perella & Co., Inc.* (b)(3) Opinion Letter, dated August 25, 1996, of CS First Boston Corporation, addressed to the Board of Directors of Silver King Communications, Inc., included as Appendix D to the Joint Proxy Statement filed as Exhibit (d)(1) hereto. (b)(4) Presentation to the Board of Directors of Silver King Communications, Inc., dated August 25, 1996, of CS First Boston Corporation.* (c)(1) Agreement and Plan of Exchange and Merger, dated as of August 25, 1996, by and among Silver King Communications, Inc., House Acquisition Corp., Home Shopping Network, Inc. and Liberty HSN, Inc., included as Appendix B to the Joint Proxy Statement filed as Exhibit (d)(1) hereto. (c)(2) Stockholders Agreement, as amended as of August 25, 1996, by and between Barry Diller and Liberty Media Corp., included as Appendix I to the Joint Proxy Statement filed as Exhibit (d)(1) hereto. (c)(3) Letter Agreement, dated as of August 25, 1996, by and among Liberty Media Corp., Liberty HSN, Inc., and Silver King Communications, Inc.* (d)(1) Definitive Joint Proxy Statement on Schedule 14A relating to, among other things, the merger of House Acquisition Corp. with and into Home Shopping Network, Inc. (Incorporated by reference to Amendment No. 3 to the Joint Proxy Statement on Schedule 14A, File No. 0-20570, filed with the Commission on November 20, 1996.)* _____________________ * Previously filed. -3- -----END PRIVACY-ENHANCED MESSAGE-----