<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 26, 1996
---------------
Date of Report (Date of earliest event reported)
Home Shopping Network, Inc.
----------------------------
(Exact name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 1-9118 59-2649518
-------- ------ ----------
(State or Other Juris. (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2501 118th Avenue North
St. Petersburg, Florida 33716
- ----------------------- -----
(Address of Principal (Zip Code)
Executive Offices)
</TABLE>
(813) 572-8585
-------------
(Registrant's telephone number,
including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On Monday, August 26, 1996, Home Shopping Network, Inc. and Silver King
Communications, Inc. announced that they have entered into a definitive merger
agreement. Attached hereto as Exhibit 99 is a copy of the jointly issued press
release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<S> <C>
99 Press Release of Home Shopping
Network, Inc. and Silver King
Communications, Inc.
dated August 26, 1996.
</TABLE>
Page 2 of 8
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOME SHOPPING NETWORK, INC.
Dated: August 27, 1996 By: /s/ Kevin J. McKeon
----------------------------------
Name: Kevin J. McKeon
Title: Executive Vice President
and Chief Financial Officer
Page 3 of 8
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
<S> <C> <C>
99 Press Release of Home Shopping 5
Network, Inc. and Silver King
Communications, Inc. dated
August 26, 1996
</TABLE>
Page 4 of 8
<PAGE> 1
EXHIBIT 99
FOR IMMEDIATE RELEASE
SILVER KING COMMUNICATIONS, INC.
AND HOME SHOPPING NETWORK, INC.
ANNOUNCE AGREEMENT TO MERGE
NEW YORK, NY (August 26, 1996)--Silver King Communications, Inc. (NASDAQ: SKTV)
and Home Shopping Network, Inc. (NYSE: HSN) today entered into a definitive
merger agreement, pursuant to which Home Shopping Network (HSN) will become a
subsidiary of Silver King. The merger marks the reunification of the two
companies which split in 1992 and supersedes Silver King's previous agreement to
purchase only Liberty Media Corp.'s (NASDAQ: LBTYA) controlling interest in HSN.
Combined, Silver King and Home Shopping Network occupy a unique position with
cable, broadcast and electronic retailing programming interests. In addition to
HSN's pioneering electronic retailing business and Silver King's television
broadcast group, the sixth largest in the nation, (with interests in 21
full-powered stations), the new company's assets will include the Internet
Shopping Network (ISN), one of the largest electronic retailers on the Internet;
Vela Research, specializing in digital video encoder/decoder technology; and,
pending consummation of Silver King's merger agreement with Savoy Pictures
Entertainment, Inc. (NASDAQ: SPEI), SF Broadcasting, which owns and operates VHF
Fox affiliates in four major markets.
Under the terms of the merger agreement, holders of HSN Common Stock will
receive 0.45 of a share of Silver King Common Stock for each share of HSN Common
Stock. Each share of HSN Class B Stock, which has ten votes per share and is
held solely by Liberty Media Corp., will be converted into 0.54 of a share of
Silver King Class B Stock. The consideration to be received by Liberty Media
represents a premium of 10.67 percent on its aggregate holdings of HSN Common
Stock and Class B Stock.
-more-
Page 5 of 8
<PAGE> 2
- 2 -
Consummation of the merger is subject to Silver King and HSN shareholder
approvals. Approval from HSN shareholders will include the majority decision of
holders of HSN Common Stock voting at the meeting, excluding Liberty Media Corp.
Approval from Silver King shareholders will include the majority decision of
holders of Silver King Common Stock.
"At no risk of overstatement, this is a complex transaction," stated Silver
King and HSN Chairman Barry Diller. "Not that it needs suggestion, but given
the interrelationships of HSN's and Silver King's businesses, its Chairman, and
Liberty Media's large shareholdings in both companies, I invite a detailed
evaluation of the proposed merger. I am confident that such scrutiny will
support one of the transactions key thresholds, i.e. that it is fair and
balanced and in the best interest of all shareholders. As to its more
expansive possibilities, I believe the combination will allow the companies the
very best way to pursue their very aggressive individual agendas with clarity
and without conflict."
To represent the interest of Home Shopping Network's shareholders other than
Liberty Media and Barry Diller, HSN's Board of Directors formed a Special
Committee of Independent Directors, which in turn retained independent counsel
and financial advisors to negotiate the terms of the merger. The Committee
approved the transaction, which was subsequently approved by HSN's Board of
Directors based on the Committee's recommendation.
"This merger enhances the value of both Silver King Communications and Home
Shopping Network," stated HSN Board member and Chief Executive Officer James
Held. "HSN is directly on target with a realistic but aggressive revenue growth
plan while Silver King's business plan has significant upside potential.
Combined, the company can nurture its subsidiaries more efficiently and has the
proper base to support entirely new ventures that capitalize on its collective
assets."
-more-
Page 6 of 8
<PAGE> 3
- 3 -
As Liberty Media Corp. may not at this time own more than a 21.37 percent equity
interest in Silver King without further Federal Communications Commission (FCC)
approval, Liberty Media will not, at the time of the merger, exchange 18.3
million HSN shares (17.57 million shares of Common Stock and 0.74 million shares
of Class B Stock) for Silver King securities. Instead Liberty Media will retain
a 19.9 percent minority interest in HSN, which, under the terms of the merger,
will be exchanged, in a tax-free transaction, for additional Silver King shares
as soon as possible consistent with applicable FCC guidelines.
Additionally, approximately 2.6 million contingent shares of Silver King Class B
stock due Liberty Media for shares of HSN Class B stock acquired in the merger
will not be issued until such time as Liberty Media is legally permitted to own
them. Silver King management believes it highly unlikely that this exchange
will not be completed within three years of the consummation of the merger
agreement. However, if at the end of three years any of the 2.6 million Silver
King contingent shares have not been issued, Liberty Media would also have the
right during the next two years to dispose of such shares, plus additional
shares from Silver King to pay any related taxes, provided Liberty Media can
obtain FCC approval to do so.
Upon closing of the merger, (prior to any conversion of Liberty Media's 19.9
percent retained interest), Home Shopping Network will become an 80.1 percent
subsidiary of Silver King Communications. Originally Silver King shareholders
(other than Liberty Media) will own approximately 7.4 million Silver King
shares, former HSN Common Stock shareholders (other than Liberty Media) will own
approximately 24.5 million Silver King shares and Liberty Media Corp. will own
approximately 9.8 million Silver King shares (including approximately 2.1
million already owned). Additionally, shareholders of Savoy Pictures
Entertainment will own approximately 4.2 million Silver King shares upon
completion of that transaction. Silver King shares received by Liberty Media
under the
-more-
Page 7 of 8
<PAGE> 4
- 4 -
merger agreement will be subject to the terms of an existing stockholders
agreement between Liberty Media and Barry Diller, pursuant to which Mr. Diller,
through BDTV, Inc., exercises general voting control of these securities subject
to certain extraordinary matters. Home Shopping Network pioneered the
television shopping industry in 1982. Its 24-hour programming reaches
approximately 69 million households via cable and broadcast station affiliates
and satellite dish receivers.
Silver King Communications, the nation's sixth largest television station group,
owns and operates 12 independent full-power UHF broadcast stations in 11 major
markets, reaching approximately 29 million television households. The stations
serve 10 of the 16 largest markets in the United States including New York, Los
Angeles, Chicago and Philadelphia. Silver King also owns minority interests,
ranging from 33-49 percent, in seven major market stations, which reach an
additional 10 million U.S. television households.
CONTACTS:
SILVER KING COMMUNICATIONS, INC.:
Jason Stewart Director of Corporate Communications Tel: (310) 247-7234
HOME SHOPPING NETWORK, INC.:
Meredith Dobbs Corporate Communications Tel: (813) 572-8585
Page 8 of 8
