<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
HOME SHOPPING NETWORK, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
437351109
-----------------------------------
(CUSIP Number)
Stephen M. Brett, Esq. Tele-Communications, Inc.
Senior Vice President and General Counsel 5619 DTC Parkway
(303) 267-5500 Englewood, CO 80111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 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).
(Continued on following page(s))
Page 1 of 12 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 437351109 PAGE 2 OF 12 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tele-Communications, Inc.
84-1260157
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
37,566,702 Shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 Shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
37,566,702 Shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,566,702 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8%
(79.3% voting power--see Items 4 and 5)
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14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
STATEMENT OF
TELE-COMMUNICATIONS, INC.
(NAME CHANGED FROM TCI/LIBERTY HOLDING COMPANY)
PURSUANT TO SECTION 13(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
HOME SHOPPING NETWORK, INC.
This report on Schedule 13D relates to the common stock, par value
$.01 per share (the "Common Stock") of Home Shopping Network, Inc., a Delaware
corporation (the "Company"). On August 4, 1994, Tele-Communications, Inc.
("Old TCI") and Liberty Media Corporation ("Liberty") consummated a business
combination transaction (the "TCI/Liberty Merger") whereby each of Liberty and
Old TCI became wholly owned subsidiaries of a newly formed holding company,
TCI/Liberty Holding Company, which was renamed Tele-Communications, Inc.
("TCI" or the "Reporting Person").
This report contains information with respect to the Company
Securities (as defined below) beneficially owned by Liberty and Old TCI prior
to the consummation of the TCI/Liberty Merger, which Company Securities are
currently beneficially owned by TCI. Prior to the TCI/Liberty Merger, Liberty
beneficially owned greater than five percent of the outstanding Common Stock
and had filed a Report on Schedule 13D with respect to such beneficial
ownership. Such Report on Schedule 13D, as most recently amended by Amendment
No. 17 thereto, dated as of August 12, 1994 (collectively, the "Liberty
Schedule 13D"), is hereby incorporated by reference into this Report for all
purposes.
ITEM 1. SECURITIES AND ISSUER
The class of equity securities to which this statement relates is the
Common Stock, par value $.01 per share, of the Company, which has its principal
executive offices at 2501 - 118th Avenue North, St. Petersburg, Florida 33716.
Pursuant to Rule 13d-3 promulgated under the Exchange Act, this Report also
relates to the shares of Common Stock issuable upon conversion of shares of the
Class B Common Stock, par value $.01 per share ("Class B Stock"), of the
Company. Each share of Common Stock is entitled to one vote per share. Each
share of Class B Stock is convertible into one share of Common Stock, is
generally entitled to ten votes per
Page 3 of 12 pages
<PAGE> 4
share and votes together with the Common Stock as a class, except that the
holders of the Common Stock are entitled to elect 25% of the members of the
Board of Directors of the Company voting as a separate class. Because TCI
beneficially owns shares of Class B Stock and Common Stock representing
approximately 79% of the voting power of the outstanding equity securities of
the Company, it believes that it can effectively control the outcome of the
vote on substantially all matters presented to the stockholders of the Company.
The Common Stock and the Class B Stock are referred to herein collectively as
the "Company Securities."
ITEM 2. IDENTITY AND BACKGROUND
This Report is being filed by Tele-Communications, Inc. ("TCI")
(Commission File No. 0-20421; IRS Identification No. 84-126015), a Delaware
corporation, formerly known as TCI/Liberty Holding Company, whose principal
business address is 5619 DTC Parkway, Englewood, Colorado 80111. TCI is
principally engaged in the acquisition, development and operation of cable
television systems, assets and interests and cable television programming
assets and interests.
The name, business address and present principal occupation or
employment and the name, address and principal business of any corporation or
other organization in which such employment is conducted, of (i) each of the
executive officers and directors of TCI, (ii) each person controlling TCI, and
(iii) the executive officers and directors of any corporation controlling TCI,
are set forth in Schedule 1 attached hereto and incorporated herein by
reference.
During the last five years, neither TCI nor, to the best of its
knowledge, any of persons named on Schedule 1 (the "Schedule 1 Persons") has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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 law or finding any violation with respect to such
law. To the best knowledge of TCI, each of its executive officers and
directors is a citizen of the United States.
On August 4, 1994, at Special Meetings of Stockholders of Old TCI and
Liberty, there was approved and adopted an Agreement and Plan of Merger, dated
as of January 27, 1994, as amended, which provided for, among other things, the
business combination of Old TCI and Liberty resulting in their becoming wholly
owned subsidiaries of TCI/Liberty Holding Company, which was renamed "Tele-
Communications, Inc." (hereinafter referred to as "TCI"), effective upon
certain filings which occurred on August 4, 1994.
The description contained herein of the TCI/Liberty Merger is
qualified in its entirety by the more complete description thereof contained in
the Joint Proxy Statement of Liberty and Old TCI, dated June 23, 1994, and the
related Registration Statement on Form S-4 (No. 33-
Page 4 of 12 pages
<PAGE> 5
54263) filed by TCI (under the name TCI/Liberty Holding Company), which are
incorporated by reference herein for all purposes.
Prior to the TCI/Liberty Merger, Liberty beneficially owned greater
than five percent of the outstanding Common Stock and had filed the Liberty
Schedule 13D (as most recently amended on August 12, 1994), with respect to
such beneficial ownership, which Report has been incorporated by reference
herein for all purposes. As a result of the consummation of the TCI/Liberty
Merger, TCI became the beneficial owner of the Company Securities held by
Liberty and Old TCI, although the direct or indirect legal title to such
company securities held by Liberty and Old TCI remains unchanged. TCI is now a
publicly held company subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Act") and will, commencing herewith, be a
Reporting Person in respect of the Company Securities beneficially owned by it.
Old TCI and LMC are now no longer publicly held Reporting Persons under the
Act, but each is now a wholly owned subsidiary of TCI.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In addition to the consideration furnished by the TCI/Liberty Merger
disclosed in Item 2, hereof, Old TCI and Liberty retained their respective
direct or indirect legal title to the Company Securities, but the beneficial
ownership of all of said interest is now in TCI.
ITEM 4. PURPOSE OF TRANSACTION
The information contained under Item 2 above is incorporated by
reference in this Item 4.
TCI believes that because there are currently fewer than 22,800,000
shares of Class B Stock outstanding, pursuant to the Company's Certificate of
Incorporation, the holders of the Class B Stock will generally vote together as
a class with the holders of the Common Stock with respect to all matters
presented to the stockholders of the Company, with each share of Class B Stock
entitled to ten votes per share and each share of Common Stock entitled to one
vote per share. Accordingly, because TCI presently beneficially owns shares of
Class B Stock and Common Stock representing approximately 79% of the voting
power of the outstanding equity securities of the Company, it believes that it
can effectively control the outcome of the vote on substantially all matters
presented to the stockholders of the Company.
Other than as described above, neither TCI nor to the best of TCI's
knowledge, any of the Schedule 1 Persons, has any present plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries; (d) any
Page 5 of 12 pages
<PAGE> 6
change in the present Board of Directors or management of the Company,
including any plans or proposals to change the number or terms of directors or
to fill any existing vacancies on the Board of Directors of the Company; (e)
any material change in the present capitalization or dividend policy of the
Company; (f) any other material change in the Company's business or corporate
structure; (g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (h) causing a class of securities of the
Company to be deleted from a national securities exchange or to cease to be
authorized to be quoted in any inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the exchange Act; or (j) any action similar to any of those
enumerated above.
Notwithstanding the foregoing, the Reporting Person may determine to
change its investment intent with respect to the Company at any time in the
future. In reaching any conclusion as to its future course of action, the
Reporting Person will take into consideration various factors, such as the
Company's business and prospects, other developments concerning the Company,
other business opportunities available to the Reporting Person, developments
with respect to the business of the Reporting Person, and general economic and
stock market conditions, including, but not limited to, the market price of the
Common Stock of the Company. The Reporting Person reserves the right,
depending on other relevant factors, to acquire additional shares of Common
Stock of the Company in open market or privately negotiated transactions, to
dispose of all or a portion of its holdings of Company Securities or to change
its intention with respect to any or all of the matters referred to in this
Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on information supplied to TCI by the Company, on June 30,
1994, there were 74,353,279 shares of Common Stock and 20,000,000 shares of
Class B Stock outstanding.
TCI currently beneficially owns an aggregate of 37,566,702 shares of
Common Stock (calculated pursuant to Rule 13d-3), consisting of 20,000,000
shares of Common Stock issuable upon conversion of Class B Stock and 17,566,702
shares of Common Stock of which 16,912,902 shares of Common Stock and all of
the shares of the Class B Stock are held by a subsidiary of Liberty and 653,800
of Common Stock are held by a subsidiary of Old TCI. Such shares represent
approximately 39.8% of the outstanding Common Stock and approximately 79.3% of
the voting power of the outstanding equity securities of the Company
(calculated pursuant to Rule 13D-3).
Statements herein relating to the beneficial ownership of Company
Securities by TCI shall, unless explicitly provided to the contrary, exclude
20,000 shares of Common Stock which TCI may be deemed to beneficially own by
virtue of TCI's ownership of certain equity securities of Lenfest
Communications, Inc. TCI disclaims beneficial ownership of all Company
Securities owned by such entity.
Page 6 of 12 pages
<PAGE> 7
To the knowledge of TCI the number of shares of Common Stock
beneficially owned by the Schedule 1 Persons (beneficial ownership of which
shares is disclaimed by TCI) is set forth below:
<TABLE>
<CAPTION>
No of Shares of Common
Individual Stock Beneficially Owned
---------- ------------------------
<S> <C>
Jerome H. Kern 10,000
Fred A. Vierra 3,000
</TABLE>
(b) TCI has the sole power to vote or to direct the voting of and
sole power to dispose of or direct the disposition of all shares of which it
has beneficial ownership.
(c) Except as otherwise reported herein, neither the Reporting
Person nor, to its knowledge, any of the Schedule 1 Persons has executed
transactions in the Company Securities during the past sixty (60) days.
(d) There is no person that has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Company Securities beneficially owned by the Reporting Person, except its
wholly owned subsidiaries, Old TCI and LMC, and then only for the benefit of
the Reporting Person.
In addition the information contained under Item 2 above is
incorporated by reference in this Item 5.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are presently no contracts, arrangements, understandings or
relationships among the Reporting Person and other persons with respect to the
Company Securities pursuant to which legal title to additional shares may be
issued to subsidiaries of Old TCI or LMC, and then only for the benefit of the
Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Registration Statement on Form S-4, filed by TCI/Liberty
Holding Company on June 23, 1994, and thereafter amended and ordered effective
June 28, 1994, under Commission File No. 33-54263, which is hereby incorporated
by this reference.
B. Press Release dated August 4, 1994.
Page 7 of 12 pages
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information in this statement is true,
complete and correct.
Dated: August 12, 1994
TELE-COMMUNICATIONS, INC.
By: /s/ PETER R. BARTON
Name: Peter R. Barton
Title: Executive Vice President
Page 8 of 12 pages
<PAGE> 9
SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
(name changed from TCI/Liberty Holding Company)
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ ---------------------
<S> <C> <C>
Bob Magness Chairman of the Board and Acquisition, development
Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John C. Malone President and Chief Executive Acquisition, development
Officer and Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Donne F. Fisher Executive Vice President, Acquisition, development
Treasurer, and Director of TCI and operation cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John W. Gallivan Director of TCI; Newspaper publishing
Chairman of the Board
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Anthony Lee Coelho Director of TCI Investment Services
President and CEO of
Wertheim Schroder Investment
Services, Inc.
787 7th Avenue, 5th Floor
New York, NY 10019
Kim Magness Director of TCI; Ranching and horse
Manages family business breeding
interests, principally in
ranching and breeding Arabian horses;
1470 South Quebec Way #148
Denver, CO 80231
</TABLE>
Page 9 of 12 Pages
<PAGE> 10
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ ---------------------
<S> <C> <C>
Robert A. Naify Director of TCI; Motion Picture
President and C.E.O. of Industry
Todd-AO Corporation;
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Senior Law
Partner in Baker & Botts, L.L.P.,
885 Third Avenue, Suite 1900
New York, NY 10022
Gary K. Bracken Senior Vice President & Acquisition, development
Controller of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Stephen M. Brett Executive Vice President, Secretary Acquisition, development
and General Counsel of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Brendan R. Clouston Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Barry Marshall Chief Operating Officer of Acquisition, development
TCI Cable Management Corporation and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Larry E. Romrell Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Bernard W. Senior Vice President & Treasurer Acquisition, development
Schotters, II of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
J.C. Sparkman Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
</TABLE>
Page 10 of 12 Pages
<PAGE> 11
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ ---------------------
<S> <C> <C>
Robert N. Thomson Senior Vice President, Government Acquisition, development
Affairs, of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
R. E. Turner Director of TCI; Cable Industry
Chairman of the Board and
President of Turner Broadcasting
System, Inc. since 1970
One CNN Center, 14th Fl North
Atlanta, GA 30303
Fred A. Vierra Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Peter R. Barton Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
</TABLE>
Page 11 of 12 Pages
<PAGE> 12
EXHIBIT A
(LOGO) TCI TELE-COMMUNICATIONS, INC. NEWS
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FOR IMMEDIATE RELEASE
August 4, 1994
Contact: Steve Smith (303) 267-5048
TCI AND LIBERTY SHAREHOLDERS APPROVE MERGER
ENGLEWOOD, COLORADO - Tele-Communications, Inc. ("TCI") and Liberty Media
Corporation ("Liberty") announced today that a majority of the shareholders of
each company voted to approve the Merger Agreement for the business combination
of TCI and Liberty.
Following the shareholder votes John Malone, President and Chief Executive
Officer, stated that, "I am delighted by the overwhelming shareholder approval
of this merger. The new company will be aligned into four operating units:
Domestic Distribution, headed by Brendan Clouston; Programming, headed by Peter
Barton; International, headed by Fred Vierra; and, Technology/Venture Capital,
headed by Larry Romrell. It is our intention to energetically focus on the ever
changing marketplace and explore new opportunities of creating and delivering
broad band communications services worldwide." Malone further added that, "This
organizational structure provides not only this managerial focus but optimal
financial flexibility as the underlying asets of each operating unit will be
more visible and, therefore, more efficiently valued."
Under the Merger Agreement each outstanding share of TCI Class A and Class
B Common Stock, respectively, will be converted into the right to receive one
share of TCI/Liberty Class A and Class B Common Stock, respectively; and, each
outstanding share of Liberty Class A and Class B Common Stock, respectively,
will be converted into the right to receive .975 of one share of TCI/Liberty
Class A and Class B Common Stock, respectively. Liberty's Class E Preferred
Stock will be converted into the right to receive one share of TCI/Liberty
Class B Preferred Stock.
In connection with the merger's consummation, TCI/Liberty will change its
name to "Tele-Communications, Inc." It is anticipated that TCI/Liberty (the new
"Tele-Communications, Inc.") shares will begin trading in the NASDAQ National
Market at the opening of the market on August 5, 1994, following the
consummation of the merger today, August 4th. TCI/Liberty's (the new
"Tele-Communications, Inc.'s") Class A, Class B, and Class B Preferred Stock
will trade under the symbols of TCOMA, TCOMB, and TCOMP, respectively. TCI's
Class A and Class B Common Stock, and Liberty's Class A, Class B and Class E
Preferred Stock will discontinue trading at the close of the market today
(August 4, 1994).
Shareholders of record, who personally hold shares in certificated form
(not in a brokerage account), will receive a transmittal form with instructions
to be used for the surrender and exchange of stock certificates. After receipt
of such transmittal form, each holder of certificates representing TCI Common
Stock, Liberty Common Stock or Liberty Preferred Stock should surrender such
certificates with a properly executed transmittal form to the Exchange Agent.
The exchange agent is The Bank Of New York.
Shareholders holding shares in "street" name (not held personally but in a
broker account) will automatically have their shares exchanged into the
appropriate TCI/Liberty (the new "Tele-Communications, Inc.") security.
- --------------------------------------------------------------------------------
An Equal Opportunity TERRACE TOWER II Post Office Box 5630
Employer 5619 DTC Parkway Denver, Colorado 80217-5630
Englewood, CO 80111-3000 (303) 267-5500
Page 12 of 12 Pages
