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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
AMENDMENT NO. 2
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934)
HOME SHOPPING NETWORK, INC.
(NAME OF ISSUER)
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HOME SHOPPING NETWORK, INC.
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)
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HOME SHOPPING NETWORK, INC. SILVER KING COMMUNICATIONS, TELE-COMMUNICATIONS, INC.
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
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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Copies to:
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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
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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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$1,236,147,033 $247,231
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* 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.
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Amount Previously Paid: $247,231 Filing Party: Silver King Communications, Inc.
Form or Registration No.: Schedule 14A Date Filed: March 1, October 10, 1996 and
November 13, 1996
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This Amendment No. 2 ("Amendment No. 2") to the Rule 13e-3 Transaction
Statement (as amended, the "Statement"), is filed jointly by Home Shopping
Network, Inc., a Delaware corporation ("HSN"), Silver King Communications, Inc.,
a Delaware corporation ("Silver King"), House Acquisition Corp., a Delaware
corporation ("House"), Tele-Communications, Inc., a Delaware corporation
("TCI"), and Barry Diller and relates to the proposed merger (the "HSN Merger")
of House with and into HSN.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the definitive
Schedule 14A Joint Proxy Statement (the "Joint Proxy Statement") filed by HSN,
Silver King and Savoy Pictures Entertainment, Inc., a Delaware corporation, with
the Securities and Exchange Commission (the "Commission") contemporaneously
herewith of the information required to be provided in response to the items of
the Statement. The information in the Joint Proxy Statement, a copy of which is
attached hereto as Exhibit (d)(1), including all appendices thereto, is hereby
expressly incorporated herein by reference and the responses to each item in the
Statement are qualified in their entirety by the information contained in the
Joint Proxy Statement.
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CROSS REFERENCE SHEET
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) See "Introduction" and "Summary -- the Companies -- HSN" of the Joint
Proxy Statement, which information is incorporated herein by reference.
(b) See "Introduction" and "HSN Meeting -- Record Date and Outstanding
Shares" of the Joint Proxy Statement, which information is incorporated herein
by reference.
(c) See "Summary -- Market Price Data -- HSN" of the Joint Proxy Statement,
which information is incorporated herein by reference.
(d) See "Summary -- Market Price Data -- Comparative Share Prices" of the
Joint Proxy Statement, which information is incorporated herein by reference.
(e) None.
(f) See "Special Factors Relating to the HSN Transactions -- Background
- -- Relationship between TCI and HSN"; "-- Interests of Certain Persons in the
HSN Transactions; Conflicts of Interest -- Ownership of HSN Stock and HSN
Options" of the Joint Proxy Statement, which information is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13e-3 is being filed jointly by HSN, as the issuer of the
class of equity securities which is the subject of the Rule 13e-3 transaction,
Silver King, as the acquiror of the class of equity securities which is the
subject of the Rule 13e-3 transaction, House, TCI and Barry Diller, each of
which may be deemed an affiliate of HSN as defined in Rule 13e-3(a)(1) of the
Commission.
(a)-(d) See "Summary -- The Companies"; "Appendix J -- Certain Information
Regarding Directors and Executive Officers of HSN"; "Appendix K -- Certain
Information Regarding Directors and Executive Officers of Silver King and
House"; and "Appendix L -- Certain Information Regarding Directors and Executive
Officers of TCI" of the Joint Proxy Statement, which information is incorporated
herein by reference.
(e) Negative.
(f) Negative.
(g) See "Appendix J -- Certain Information Regarding Directors and
Executive Officers of HSN"; "Appendix K -- Certain Information Regarding
Directors and Executive Officers of Silver King and House"; and "Appendix
L -- Certain Information Regarding Directors and Executive Officers of TCI" of
the Joint Proxy Statement, which information is incorporated herein by
reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) See "Savoy Merger and Related Transactions -- Background"; "Special
Factors Relating to the HSN Transactions -- Background"; and "-- Interests of
Certain Persons in the HSN Transactions; Conflicts of Interest" of the Joint
Proxy Statement, which information is incorporated herein by reference. In
addition, the November Stockholders Agreement (the "November Stockholders
Agreement") between Mr. Diller and Liberty Media Corporation ("Liberty"), which
was entered into in connection with the TCI HSN Shares Acquisition and which is
described in the Joint Proxy Statement in "Savoy Merger and Related
Transactions -- Background -- November Savoy Merger Agreement and TCI HSN Shares
Acquisition," included a provision whereby Mr. Diller agreed to use reasonable
best efforts to cause one designee of Liberty to serve on the Board of Directors
of HSN following the TCI HSN Shares Acquisition. The November Stockholders
Agreement was superseded in connection with the execution of the First Amendment
(as defined in the Joint Proxy Statement) and the termination of the agreements
related to the TCI HSN Shares Acquisition.
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In addition to the discussions with Mr. Diller referred to in the Joint
Proxy Statement/Prospectus, since January 1, 1994, Liberty has, from time to
time, received general proposals from and had discussions with unaffiliated
third parties, regarding the sale or other disposition of all or a portion of
the TCI HSN Shares. Such proposals and discussions were preliminary in nature,
related solely to the TCI HSN Shares, and did not include specific economic and
other terms. None of such proposals or discussions resulted in any agreement,
arrangement or understanding between Liberty and any third party relating to the
TCI HSN Shares.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) See "Introduction"; "Summary -- The Transactions" and "-- HSN
Merger and Related Transactions"; "Special Factors Relating to the HSN
Transactions -- Interests of Certain Persons in the HSN Transactions; Conflicts
of Interest"; "-- Certain Effects of the HSN Transactions"; "-- Certain Federal
Income Tax Consequences of the HSN Transactions"; and "-- Accounting Treatment";
and "HSN Merger Agreement and Related Transaction Agreements -- General";
"-- HSN Merger Agreement"; "-- Related Agreements"; "-- Amendments to
Diller - Liberty Stockholders Agreement"; "-- Affiliates' Restrictions on Resale
of Silver King Common Stock"; and "-- Absence of Dissenters' Rights" of the
Joint Proxy Statement, which information is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) See "Special Factors Relating to the HSN Transactions -- Purposes
of and Reasons for the HSN Transactions"; "-- Certain Effects of the HSN
Transactions"; "-- Plans for HSN after the HSN Merger"; and "HSN Merger
Agreement and Related Transaction Agreements -- HSN Merger Agreement" of the
Joint Proxy Statement, which information is incorporated herein by reference.
(c) See "Special Factors Relating to the HSN Transactions -- Interests of
Certain Persons in the HSN Transactions; Conflicts of Interest -- Continuing HSN
Directors"; and "-- Plans for HSN after the HSN Merger" of the Joint Proxy
Statement, which information is incorporated herein by reference.
(d) None.
(e)-(g) See "Special Factors Relating to the HSN Transactions -- Certain
Effects of the HSN Transactions"; "-- Plans for HSN after the HSN Merger"; and
"HSN Merger Agreement and Related Transaction Agreements -- HSN Merger
Agreement" of the Joint Proxy Statement, which information is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) See "Special Factors Relating to the HSN Transactions -- Financing
of the HSN Transactions" of the Joint Proxy Statement, which information is
incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) See "Special Factors Relating to the HSN Transactions -- Background";
"-- Purposes of and Reasons for the HSN Transactions"; and "-- Fairness of the
HSN Transactions; Recommendations" of the Joint Proxy Statement, which
information is incorporated herein by reference.
(b) See "Savoy Merger and Related Transactions -- Background"; "Special
Factors Relating to the HSN Transactions -- Background"; and "-- Fairness of the
Transactions; Recommendations" of the Joint Proxy Statement, which information
is incorporated herein by reference.
(c) See "Risk Factors -- Regulation"; "Savoy Merger and Related
Transactions -- Background"; and "Special Factors Relating to the HSN
Transactions -- Background"; "-- Purposes of and Reasons for the HSN
Transactions"; and "-- Fairness of the HSN Transactions; Recommendations" of the
Joint Proxy Statement, which information is incorporated herein by reference.
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(d) See "Special Factors Relating to the HSN Transactions -- Purposes of
and Reasons for the HSN Transactions"; "-- Fairness of the HSN Transactions;
Recommendations"; "-- Interests of Certain Persons in the HSN Transactions;
Conflicts of Interest"; "-- Certain Effects of the HSN Transactions";
"-- Certain Federal Income Tax Consequences of the HSN Transactions"; and
"-- Accounting Treatment"; and "HSN Merger Agreement and Related Transaction
Agreements -- Affiliates' Restrictions on Resale of Silver King Common Stock";
and "-- Absence of Dissenters' Rights" of the Joint Proxy Statement, which
information is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) See "Special Factors Relating to the HSN Transactions -- Background
- -- Discussions Leading to the HSN Merger"; and "Special Factors Relating to the
HSN Transactions -- Fairness of the HSN Transactions; Recommendations" of the
Joint Proxy Statement, which information is incorporated herein by reference.
(b) See "Special Factors Relating to the HSN Transactions -- Fairness of
the HSN Transactions; Recommendations" and "-- Opinions of Certain Financial
Advisors" of the Joint Proxy Statement, which information is incorporated herein
by reference.
(c)-(e) See "Special Factors Relating to the HSN Transactions --
Background"; "-- Fairness of the HSN Transactions; Recommendations"; and "--
Opinions of Certain Financial Advisors -- Opinion of Wasserstein Perella,
Advisor to the HSN Special Committee" of the Joint Proxy Statement, which
information is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) See "Special Factors Relating to the HSN Transactions -- Fairness
of the HSN Transactions; Recommendations" and "-- Opinions of Certain Financial
Advisors" of the Joint Proxy Statement, which information is incorporated herein
by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) See "Special Factors Relating to the HSN Transactions -- Interests
of Certain Persons in the HSN Transactions; Conflicts of Interest -- Ownership
of HSN Stock and HSN Options"; "Appendix J -- Certain Information Regarding
Directors and Executive Officers of HSN"; "Appendix K -- Certain Information
Regarding Directors and Executive Officers of Silver King and House"; and
"Appendix L -- Certain Information Regarding Directors and Executive Officers of
TCI" of the Joint Proxy Statement, which information is incorporated herein by
reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
See "Special Factors Relating to the HSN Transactions -- Background
- -- Relationship between Liberty and Mr. Diller -- The Diller-Liberty
Stockholders Agreement"; and "-- Interests of Certain Persons in the HSN
Transactions; Conflicts of Interest -- Ownership of HSN Stock and HSN Options";
and "HSN Merger Agreement and Related Transaction Documents -- HSN Merger
Agreement"; "-- Related Agreements"; and "-- Amendments to Diller-Liberty
Stockholders Agreement" of the Joint Proxy Statement, which information is
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) See "Special Factors Relating to the HSN Transactions -- Interests of
Certain Persons in the HSN Transactions; Conflicts of Interest -- Ownership of
HSN Stock and HSN Options" and "HSN Merger Agreement and Related Transaction
Agreements -- Related Agreements -- Stockholder Voting Agreements" of the Joint
Proxy Statement, which information is incorporated herein by reference.
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(b) See "Special Factors Relating to the HSN Transactions -- Fairness of
the HSN Transactions; Recommendations" of the Joint Proxy Statement, which
information is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) See "HSN Merger Agreement and Related Transaction Agreements -- Absence
of Dissenters' Rights" of the Joint Proxy Statement, which information is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)-(b) See "Incorporation of Certain Documents by Reference"; "Selected
Historical Financial Data"; and "Unaudited Pro Forma Combined Condensed
Financial Statements" of the Joint Proxy Statement, which information is
incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) See "Special Factors Relating to the HSN Transactions -- Interests of
Certain Persons in the HSN Transactions; Conflicts of Interest -- Continuing HSN
Directors"; "-- Employment Arrangements"; "Special Factors Relating to the HSN
Transactions -- Financing of the HSN Transactions"; and "HSN Merger Agreement
and Related Transaction Agreements -- HSN Merger Agreement -- Representations
and Warranties; Covenants"; "-- Related Agreements"; and "-- Amendments to
Diller-Liberty Stockholders Agreement" of the Joint Proxy Statement, which
information is incorporated herein by reference.
(b) See "Silver King Meeting -- Solicitation of Proxies and Expenses"; "HSN
Meeting -- Solicitation of Proxies and Expenses"; "Savoy Merger and Related
Transactions -- Interests of Certain Persons in the Savoy Merger -- Savoy --
Allen & Company Investment Banking Relationship"; and "Special Factors
Relating to the HSN Transactions -- Opinions of Certain Financial Advisors" of
the Joint Proxy Statement, which information is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Joint Proxy Statement is incorporated
herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(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.
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(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.)
(e) Not applicable.
(f) Not applicable.
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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: November 20, 1996
HOME SHOPPING NETWORK, INC.
By: /s/ KEVIN J. MCKEON
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Name: Kevin J. McKeon
Title: Executive Vice President
and Chief Financial Officer
SILVER KING COMMUNICATIONS, INC.
By: /s/ MICHAEL DRAYER
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Name: Michael Drayer
Title: Executive Vice President,
General Counsel and Secretary
TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
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Name: Stephen M. Brett
Title: Executive Vice President
HOUSE ACQUISITION CORP.
By: /s/ MICHAEL DRAYER
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Name: Michael Drayer
Title: President
/s/ BARRY DILLER
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Barry Diller
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(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.)
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* Previously filed.
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