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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED NOVEMBER 19, 1996, REGISTRATION NO. 333-10511
AS SUPPLEMENTED
$100,000,000
HOME SHOPPING NETWORK, INC.
5-7/8% CONVERTIBLE SUBORDINATED DEBENTURES DUE MARCH 1, 2006
AND
SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement (the "Supplement") relates to the resale by
Fleet National Bank fbo/Echlin Pen Gamco ("Fleet"), Morgan Stanley ("Morgan
Stanley"), Sage Capital ("Sage Capital"), State Street ("State Street"), and UBS
Securities LLC ("UBS") of up to $284,000, $200, $1,200,000, $100,000 and
$3,750,000 aggregate principal amount, respectively, of 5-7/8% Convertible
Subordinated Debentures due March 1, 2006 (the "Debentures") of Home Shopping
Network, Inc., a Delaware corporation (the "Company"), originally issued in a
private placement consummated during March 1996, pursuant to the Company's
Registration Statement on Form S-3 (No. 333-10511) (the "Registration
Statement"). This Supplement should be read in conjunction with the Prospectus
dated November 19, 1996, as supplemented (the "Prospectus"), to be delivered
with this Supplement. All capitalized terms used but not defined in this
Supplement shall have the meanings given them in the Prospectus.
Based on information provided to the Company, the aggregate principal
amount of the Debentures that are currently beneficially owned by Fleet, Morgan
Stanley, Sage Capital, State Street and UBS are $284,000, $200, $1,200,000,
$100,000 and $3,750,000, respectively, which may be sold at this time pursuant
to the Prospectus as supplemented hereby. Additional information concerning the
Selling Securityholders (including Fleet, Morgan Stanley, Sage Capital, State
Street and UBS) may be set forth from time to time in additional supplements to
the Prospectus. The total outstanding aggregate principal amount of the
Debentures is $100,000,000.
The closing price of the Common Stock of USA Networks, Inc., formerly HSN,
Inc., into which the Debentures are now convertible, as reported on The Nasdaq
National Market on February 26, 1998, was $49.625 per share. On January 23,
1998, the Company announced that all of the Debentures would be redeemed on
March 1, 1998.
The Debentures will be subordinated to all existing and future Senior Debt
of the Company. At December 31, 1997, Senior Debt of the Company was
approximately $434,521,400. The Indenture contains no limitations on the
incurrence of additional indebtedness or other liabilities by the Company.
The Debentures are neither listed on a national securities exchange nor
quoted on an automated quotation system. However, the Debentures are eligible
for trading in the Private Offerings, Resales and Trading through Automated
Linkages ("PORTAL") Market. Debentures sold pursuant to the Registration
Statement will no longer be eligible for trading in the PORTAL Market.
The date of this Prospectus Supplement is February 27, 1998
