<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(AMENDMENT NO. 1)
HOME SHOPPING NETWORK, INC.
______________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
______________________________________________________________________________
(Title of Class of Securities)
437351109
______________________________________________________________________________
(CUSIP Number)
Stephen M. Brett, Esq.
Senior Vice President and General Counsel
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
(303) 267-5500
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 24, 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 this 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 less than five percent 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 should 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).
Page 1 of 5 pages
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CUSIP No. 437351109
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________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Tele-Communications, Inc.
84-1260157
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
--------------------------------------------------------------------------------
(5) Check 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
-----------------------------------------------------------------
Number of (7) Sole Voting Power 37,566,702 shares
Shares Bene- __________________________________________
ficially (8) Shared Voting Power 0 shares
Owned by __________________________________________
Each Report- (9) Sole Dispositive Power 37,566,702 shares
ing Person __________________________________________
With (10) Shared Dispositive Power 0 shares
-----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
37,566,702 shares
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
Excludes shares of Common Stock beneficially owned by the executive
officers and directors of TCI. See Item 5.
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
41.5%
Assumes conversion of Class B Stock into Common Stock. Because the
Class B Stock is entitled to vote ten votes per share in certain
circumstances, while the Common Stock is only entitled to one vote per
share, TCI may be deemed to beneficially own (prior to any conversion
of the Class B Stock) shares representing approximately 80% of the
voting power of the outstanding common equity securities of the
Company.
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO
Page 2 of 5 pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Statement Of
TELE-COMMUNICATIONS, INC.
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"). The Report on Schedule 13D originally filed by
Tele-Communications, Inc., a Delaware corporation ("TCI"or the "Reporting
Person"), on August 12, 1994 (the "TCI Schedule 13D"), is hereby amended and
supplemented to include the information contained herein, and this Report
constitutes Amendment No. 1 to the TCI Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Item 4 of the TCI Schedule 13D is hereby amended and supplemented by
adding the following information thereto:
On August 24, 1995, Gerald Hogan resigned as Chairman of the Board and
Chief Executive Officer of the Company. In accordance with the By-Laws of the
Company, the Board of Directors filled the vacancy created by Mr. Hogan's
resignation by electing Mr. Barry Diller as a member of the Board of Directors.
Additionally, the Board of Directors increased the size of the Board from seven
to nine directors and filled the vacancies resulting from such increase by
electing John C. Malone, the President and Chief Executive Officer of TCI, and
Peter R. Barton, an Executive Vice President of TCI, to the Board of Directors
of the Company. With the election of Messrs. Malone and Barton to the Board of
Directors, four out of nine directors of the Company are also officers of TCI or
its subsidiaries. There are no agreements, arrangements or understandings
between the Reporting Person and Mr. Diller regarding (i) his election to or
service as a member of the Board of Directors (except as disclosed in Item 4),
(ii) the ownership or voting of the equity securities of the Company owned by
the Reporting Person or (iii) otherwise relating in any way to the business and
affairs of the Company generally.
The Reporting Person intends to continuously review its investment in
the Company and may in the future determine to acquire additional securities of
the Company, through open market purchases or otherwise, and may determine to
dispose of all or a portion
Page 3 of 5 pages
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of the securities of the Company beneficially owned by it from time to time. 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 generally, other business
opportunities available to the Reporting Person, developments with respect to
the business of the Reporting Person, and general industry, economic and stock
market conditions, including, but not limited to, the market price of the Common
Stock of the Company. Notwithstanding anything contained herein, 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.
Page 4 of 5 pages
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SIGNATURE
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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 28, 1995
TELE-COMMUNICATIONS, INC.
By: /s/ Peter R. Barton
---------------------
Name: Peter R. Barton
Title: Executive Vice President
Page 5 of 5 pages
