SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13E-3
(FINAL AMENDMENT)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934)
HOME SHOPPING NETWORK, INC.
(NAME OF ISSUER)
____________________
HOME SHOPPING NETWORK, INC.
HSN, INC. (formerly, 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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<C> <C> <C>
HOME SHOPPING NETWORK, INC. HSN, INC. TELE-COMMUNICATIONS, 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
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
____________________
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<C> <C> <C>
Copies to:
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
</TABLE>
____________________
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
_______________________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$1,236,147,033 $247,231
_______________________________________________________________________
* 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.
Amount Previously Paid: $247,231 Filing Party: Silver King
Form or Communications, Inc.
Registration No.: Schedule 14A Date Filed: March 1, October 10
and November 13, 1996
_______________________________________________________________________<PAGE>
This Final Amendment to the Rule 13e-3 Transaction
Statement (as amended, the "Statement"), is filed jointly by
Home Shopping Network, Inc., a Delaware corporation ("HSN"),
HSN, Inc., a Delaware corporation formerly named Silver King
Communications, Inc. ("Silver King"), House Acquisition Corp.,
a Delaware corporation ("House"), Tele-Communications, Inc., a
Delaware corporation ("TCI"), and Barry Diller and relates to
the merger (the "HSN Merger") of House with and into HSN.
Item 16. Additional Information.
The information set forth in Item 16 of the Statement is
hereby amended and supplemented by including the following
information:
Effective as of the close of business on December 20,
1996, the transactions that are the subject of this Statement
were consummated as previously described in this Statement,
including the exhibits hereto. In connection with such
transactions, HSN was merged with and into the Company.<PAGE>
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: December 24, 1996
HOME SHOPPING NETWORK, INC.
By: /s/ Kevin J. McKeon
Name: Kevin J. McKeon
Title: Executive Vice President
and Chief Financial
Officer
HSN, INC. (formerly named Silver King
Communications, Inc.)
By: /s/ Michael Drayer
Name: Michael Drayer
Title: Executive Vice President,
General Counsel and
Secretary
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
Name: Stephen M. Brett
Title: Executive Vice President
HOUSE ACQUISITION CORP.
By: /s/ Michael Drayer
Name: Michael Drayer
Title: President
/s/ Barry Diller
Barry Diller
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(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.)*
_____________________
* Previously filed.
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