-----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, IGUE/m8LhiHIRGSflPedgPtFtV83vh3gOWDsNcWn8i5GABUCoE7CiihsgWYxrUJG yDXQI8+E7vQnLCaza5Kq3A== 0000950144-98-002167.txt : 19980302 0000950144-98-002167.hdr.sgml : 19980302 ACCESSION NUMBER: 0000950144-98-002167 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980227 SROS: NYSE FILER: 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: 424B3 SEC ACT: SEC FILE NUMBER: 333-10511 FILM NUMBER: 98553395 BUSINESS ADDRESS: STREET 1: 1 HSN DRIVE CITY: ST PETERSBURG STATE: FL ZIP: 33729 BUSINESS PHONE: 8135728585 424B3 1 HOME SHOPPING NETWORK FORM 424B3 1 PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3) TO PROSPECTUS DATED NOVEMBER 19, 1996, REGISTRATION NO. 333-10511 AS SUPPLEMENTED $100,000,000 HOME SHOPPING NETWORK, INC. 5-7/8% CONVERTIBLE SUBORDINATED DEBENTURES DUE MARCH 1, 2006 AND SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, ISSUABLE UPON CONVERSION THEREOF This Prospectus Supplement (the "Supplement") relates to the resale by Fleet National Bank fbo/Echlin Pen Gamco ("Fleet"), Morgan Stanley ("Morgan Stanley"), Sage Capital ("Sage Capital"), State Street ("State Street"), and UBS Securities LLC ("UBS") of up to $284,000, $200, $1,200,000, $100,000 and $3,750,000 aggregate principal amount, respectively, of 5-7/8% Convertible Subordinated Debentures due March 1, 2006 (the "Debentures") of Home Shopping Network, Inc., a Delaware corporation (the "Company"), originally issued in a private placement consummated during March 1996, pursuant to the Company's Registration Statement on Form S-3 (No. 333-10511) (the "Registration Statement"). This Supplement should be read in conjunction with the Prospectus dated November 19, 1996, as supplemented (the "Prospectus"), to be delivered with this Supplement. All capitalized terms used but not defined in this Supplement shall have the meanings given them in the Prospectus. Based on information provided to the Company, the aggregate principal amount of the Debentures that are currently beneficially owned by Fleet, Morgan Stanley, Sage Capital, State Street and UBS are $284,000, $200, $1,200,000, $100,000 and $3,750,000, respectively, which may be sold at this time pursuant to the Prospectus as supplemented hereby. Additional information concerning the Selling Securityholders (including Fleet, Morgan Stanley, Sage Capital, State Street and UBS) may be set forth from time to time in additional supplements to the Prospectus. The total outstanding aggregate principal amount of the Debentures is $100,000,000. The closing price of the Common Stock of USA Networks, Inc., formerly HSN, Inc., into which the Debentures are now convertible, as reported on The Nasdaq National Market on February 26, 1998, was $49.625 per share. On January 23, 1998, the Company announced that all of the Debentures would be redeemed on March 1, 1998. The Debentures will be subordinated to all existing and future Senior Debt of the Company. At December 31, 1997, Senior Debt of the Company was approximately $434,521,400. The Indenture contains no limitations on the incurrence of additional indebtedness or other liabilities by the Company. The Debentures are neither listed on a national securities exchange nor quoted on an automated quotation system. However, the Debentures are eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market. Debentures sold pursuant to the Registration Statement will no longer be eligible for trading in the PORTAL Market. The date of this Prospectus Supplement is February 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----