SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
December 19, 1996
Date of Report (Date of earliest event reported)
Home Shopping Network, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9118 59-2649518
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2501 118TH AVENUE NORTH
ST. PETERSBURG, FL 33716
(Address of principal executive offices) (Zip Code)
(813) 572-8585
(Registrant's telephone number,
including area code)
(Former name or former address, if changed since last report)<PAGE>
ITEM 1. CHANGE IN CONTROL.
Item 1 is hereby amended by deleting the period at
the end of the last paragraph of Item 1 and adding the
following:
(the "First Supplemental Indenture"), pursuant to which,
among other things, Silver King Communications has assumed,
as a joint and several obligor, Home Shopping Network's
obligations under the Indenture, as supplemented, including,
among other things, the payment of principal, premium, if
any, and interest thereunder. The First Supplemental
Indenture is attached hereto as Exhibit 4.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
Item 7(c) is hereby amended by adding the following item:
Number Description
------ -----------
4.1 First Supplemental Indenture, dated as of
December 20, 1996, among Silver King
Communications, Inc., Home Shopping
Network, Inc. and U.S. Trust Company of
New York, as Trustee, to the Indenture,
dated as of March 1, 1996.<PAGE>
SIGNATURE
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.
By: /s/ James Gallagher
Title: Executive Vice President,
General Counsel and
Secretary
DATE: January 9, 1997<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
------ -----------
4.1 First Supplemental Indenture, dated as of
December 20, 1996, among Silver King
Communications, Inc., Home Shopping Network,
Inc. and U.S. Trust Company of New York, as
Trustee, to the Indenture, dated as of March 1,
1996.
EXHIBIT 4.1
HOME SHOPPING NETWORK, INC.,
SILVER KING COMMUNICATIONS, INC.
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
_________________________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 20, 1996
to
INDENTURE
Dated as of March 1, 1996
_________________________________
$100,000,000
5.875% Convertible Subordinated Debentures Due March 1, 2006<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of December
20, 1996, among HOME SHOPPING NETWORK, INC., a Delaware cor-
poration ("HSN"), SILVER KING COMMUNICATIONS, INC., a Delaware
corporation ("Silver King"), and UNITED STATES TRUST COMPANY OF
NEW YORK, a New York corporation (the "Trustee"), as Trustee.
Capitalized terms used herein without definition shall have the
respective meanings ascribed to such terms in the Indenture.
WHEREAS, HSN and the Trustee have entered into an
Indenture, dated as of March 1, 1996 (the "Indenture"), pro-
viding for the issuance of 5.875% Convertible Subordinated
Debentures Due March 1, 2006 (the "Debentures"), in the
aggregate principal amount not to exceed $100,000,000;
WHEREAS, HSN, House Acquisition Corp., a Delaware
corporation and a subsidiary of Silver King ("Sub"), Silver
King and Liberty HSN, Inc., a Colorado corporation ("Liberty
HSN"), have entered into an Agreement and Plan of Exchange and
Merger, dated as of August 25, 1996 (the "Merger Agreement"),
pursuant to which (i) immediately prior to the merger of Sub
with and into HSN (the "Merger"), Liberty HSN will exchange all
of its shares of HSN common stock, par value $.01 per share
("HSN Common Stock") and approximately 4% of its shares of HSN
Class B common stock, par value $.01 per share ("HSN Class B
Common Stock"), for an equal number of shares of, respectively,
common stock and Class B common stock of Sub, and such shares
of HSN Common Stock and HSN Class B Common Stock received by
Sub will be cancelled in the Merger; (ii) in the Merger, (a)
Sub will merge with and into HSN, (b) HSN will be the surviving
corporation, (c) each outstanding share of HSN Common Stock
(other than shares held by Sub or HSN) will be converted into
the right to receive 0.45 of a share of Silver King common
stock, par value $.01 per share ("Silver King Common Stock"),
(d) each outstanding share of HSN Class B Common Stock (other
than shares held by Sub or HSN) will be converted into the
right to receive 0.54 of a share of Silver King Class B common
stock, par value $.01 per share ("Silver King Class B Common
Stock"), a portion of which (up to 2,644,299 shares (subject to
adjustment)) will not be issued at the time of the Merger but
will instead be represented by Silver King's contractual
obligation to issue such shares to Liberty HSN upon the
occurrence of certain events (the "Contingent Rights"), and (e)
each outstanding share of Sub common stock and Sub Class B
common stock will be converted into one share, respectively, of
Common Stock and Class B Common Stock of HSN, as the surviving
corporation in the Merger (upon consummation of these
transactions, Silver King will own at least 80.1% of the
surviving corporation and Liberty HSN will own not more than
19.9% of the surviving corporation); and (iii) after the Merger
and the issuance of all shares of Silver King Class B Common<PAGE>
Stock under the Contingent Rights, at such time or from time to
time as Liberty HSN or its permitted transferee may be allowed
under applicable regulations to hold additional shares of
Silver King stock, Liberty HSN or its permitted transferee will
exchange its stock of the surviving corporation for additional
Silver King stock at the same exchange ratios of 0.45 of a
share of Silver King Common Stock for each share of the
surviving corporation's common stock owned by Liberty HSN or
its permitted transferee and 0.54 of a share of Silver King
Class B Common Stock for each share of the surviving
corporation's Class B common stock owned by Liberty HSN or its
permitted transferee, whereupon HSN would become a wholly-owned
subsidiary of Silver King;
WHEREAS, Section 5.1 of the Indenture permits HSN to
merge with another corporation provided certain conditions are
satisfied;
WHEREAS, Section 9.1 of the Indenture authorizes HSN
and the Trustee to enter into a supplemental indenture without
the consent of any Holders to, among other things, make
provisions with respect to the conversion rights of the Holders
pursuant to the requirements of Section 11.11 of the Indenture
or to make any other provisions with respect to matters or
questions arising under the Indenture that do not adversely
affect the rights of any Holders;
WHEREAS, pursuant to the Merger Agreement, Silver
King has agreed that it will make reasonable efforts to become
jointly liable with HSN or to guarantee the obligations of HSN
under the Indenture as of the Effective Time (as defined in the
Merger Agreement);
WHEREAS, HSN and Silver King desire to execute a
supplemental indenture pursuant to Section 11.11 of the
Indenture to provide for conversion rights of the Holders in
connection with the Merger;
WHEREAS, the execution of this First Supplemental
Indenture and Silver King's assumption of its obligations
hereunder are intended to be part of the plan of reorganization
which includes the Merger;
WHEREAS, HSN has furnished the Trustee with a
resolution of the Board of Directors of HSN authorizing the
execution of this First Supplemental Indenture; and
WHEREAS, all things necessary to authorize the
assumption by Silver King as a joint and several obligor with
HSN of HSN's obligations under the Indenture and to make this
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First Supplemental Indenture a valid supplement of the
Indenture have been satisfied.
NOW, THEREFORE, each party hereto, for the benefit of
the other parties hereto and the equal and proportionate
benefit of the Holders, is executing and delivering this First
Supplemental Indenture and hereby agrees as follows:
ARTICLE ONE
Assumption of Obligations
SECTION 1. Silver King hereby assumes as a joint and
several obligor with HSN, from and after the Effective Time,
all of the obligations of HSN under the Debentures and the
Indenture including, without limitation, the due and punctual
payment of the principal of and interest on all the Debentures
and the performance of every covenant of the Indenture on the
part of HSN to be performed or observed.
SECTION 2. Silver King and HSN, from and after the
Effective Time, by virtue of the assumption by Silver King, as
set forth in Section 1 of this Article One, and the delivery of
this First Supplemental Indenture, shall be joint and several
obligors under the Indenture.
ARTICLE TWO
Definitions and Other General Provisions
SECTION 1. The definition of the term "Common Stock"
in Section 1.1 of the Indenture is hereby amended to read in
its entirety as follows:
"Common Stock" means any capital stock of any
class of Silver King capital stock that has no preference
in respect of dividends or of amounts payable in the event
of any voluntary or involuntary liquidation, dissolution
or winding up of Silver King and which is not subject to
redemption by Silver King.
SECTION 2. The following terms shall be added to
Section 1.1 of the Indenture in their respective appropriate
alphabetical places:
"Effective Time" has the meaning ascribed to it
in the Agreement and Plan of Exchange and Merger, dated as
of August 25, 1996, by and among the Company, Silver King,
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House Acquisition Corp., a Delaware corporation and a
subsidiary of Silver King, and Liberty HSN, Inc., a
Colorado corporation.
"Silver King" means Silver King Communications,
Inc., a Delaware corporation, and shall include its suc-
cessors and assigns.
SECTION 3. The Form of Back of Security in the
Indenture (attached thereto as Exhibit A and made a part
thereof) is hereby amended by:
(a) Deleting the reference to "Common Stock of the Com-
pany" in paragraph (d) thereof and inserting in lieu thereof
the words "Common Stock"; and
(b) Deleting the reference to "$12.00" in paragraph (d)
thereof and inserting in lieu thereof the figure "$26.67".
ARTICLE THREE
Conversion of Debentures
SECTION 1. As a result of the Merger, without any
action on the part of any Holders and in accordance with the
provisions of Section 11.11 of the Indenture, on and after the
Effective Time and during the period such Debenture shall be
convertible as specified in Section 11.1 of the Indenture, each
$1,000 principal amount of Debentures shall be convertible into
shares of Silver King Common Stock, in accordance with the
provisions of Section 11.11 of the Indenture, at an initial
conversion price per share of $26.67, such conversion price
being subject to subsequent adjustment after the Effective Time
in accordance with the provisions of Section 11.11 of the
Indenture. In lieu of fractional shares of Common Stock to
which a Holder would otherwise be entitled upon conversion of
Debentures pursuant to this Article, such Holder, in accordance
with Section 11.3 of the Indenture, shall receive cash in an
amount equal to the value of such fractional shares of Common
Stock.
SECTION 2. Section 11.1 of the Indenture is hereby
amended by deleting the reference therein to "Common Stock of
the Company" and inserting in lieu thereof "Common Stock".
SECTION 3. Section 11.1 of the Indenture is hereby
amended by deleting the reference to "$12.00" in the second
paragraph thereof and inserting in lieu thereof the figure
"$26.67".
-4-<PAGE>
SECTION 4. Section 11.2 of the Indenture is hereby
amended by deleting the words "the Company shall issue and
shall deliver" in the second sentence of the second paragraph
thereof and inserting in lieu thereof the words "the Company
shall cause Silver King to, and Silver King shall, issue and
deliver".
SECTION 5. Sections 11.4, 11.5, 11.6, 11.7, 11.8,
11.9 and 11.11 of the Indenture are hereby amended by deleting
all references therein to "the Company" and inserting in lieu
thereof "Silver King".
ARTICLE FOUR
Miscellaneous
SECTION 1. As amended by this First Supplemental
Indenture, the Indenture is in all respects ratified and con-
firmed, and as so supplemented by this First Supplemental
Indenture shall be read, taken and construed as one and the
same instrument.
SECTION 2. The Trustee shall not be responsible in
any manner whatsoever for the correctness of the recitals of
facts herein, all of which are made by HSN and Silver King, and
the Trustee shall not be responsible or accountable in any
manner whatsoever for or with respect to the validity, execu-
tion or sufficiency of this First Supplemental Indenture.
SECTION 3. This First Supplemental Indenture shall
become a legally effective and binding instrument upon the
later of (i) the execution and delivery hereof by all parties
hereto and (ii) the Effective Time.
SECTION 4. This First Supplemental Indenture may be
executed in any number of counterparts and by the parties here-
to in separate counterparts, each of which so executed shall be
deemed an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 5. This First Supplemental Indenture shall
be governed in accordance with the laws of the State of New
York, as applied to contracts made and performed within the
State of New York, without regard to the principles of con-
flicts of law.
-5-<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
HOME SHOPPING NETWORK, INC.
By: /s/ James Gallagher
Name: James Gallagher
Title: Executive Vice President,
General Counsel and
Secretary
Attest:
By: /s/ Kevin J. McKeon
Name: Kevin J. McKeon
Title: Chief Financial Officer
SILVER KING COMMUNICATIONS, INC.
By: /s/ Michael Drayer
Name: Michael Drayer
Title: Executive Vice President
Attest:
By: /s/ Ilmar E. Tamm
Name: Ilmar E. Tamm
Title:
UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee
By: /s/ Cynthia Chaney
Name: Cynthia Chaney
Title: Assistant Vice President
Attest:
By: /s/ Patricia Stermer
Name: Patricia Stermer
Title: Assistant Vice President
-6-<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 18th day of December, 1996, before me
personally came James Gallagher, to me know, who, being by me
duly sworn, did depose and say that he is Executive Vice
President, General Counsel and Secretary of Home Shopping
Network, Inc., a Delaware corporation, one of the parties
described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and
that he signed his name thereto by like authority.
/s/ Philip B. Devinsky
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 19th day of December, 1996, before me
personally came Michael Drayer, to me know, who, being by me
duly sworn, did depose and say that he is Executive Vice
President of Silver King Communications, Inc., a Delaware
corporation, one of the parties described in and which executed
the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his
name thereto by like authority.
/s/ Philip B. Devinsky
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 18th day of December, 1996, before me
personally came Cynthia Chaney, to me know, who, being by me
duly sworn, did depose and say that he is Assistant Vice
President of United States Trust Company of New York, one of
the parties described in and which executed the foregoing
instrument; that he knows the seal of said party; that the seal
affixed to said instrument is such seal; that it was so affixed
by authority of the Board of Directors of said party, and that
he signed his name thereto by like authority.
/s/ Christopher Grell
[Notarial Seal]
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