SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
SHOP AT HOME, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
825066 30 1
CUSIP Number)
C. Michael Norton, Esq.
Wyatt, Tarrant & Combs
Suite 1500
511 Union Street
Nashville, TN 37219
(615) 244-0022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 1995
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box. /__/
Check the following box if a fee is being paid with this statement. / /
<PAGE>
CUSIP NO. - 825066 30 1
(1) Name of reporting person..................SAH Holdings, L.P.
S.S. or I.R.S. No. of
above person......................................62-1539757
(2) Check the appropriate box
if a member of a group
(see instructions).....................................(a) X
(b)
(3) SEC use only. . . . . . . . . . . . .
(4) Source of funds (see instructions)....................AF, WC
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or place
of organization....................................Tennessee
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power.....................................<F*>
(8) Shared voting power...................................<F*>
(9) Sole dispositive power................................<F*>
(10) Shared dispositive power..............................<F*>
(11) Aggregate amount beneficially
owned by each reporting person.............................<F*>
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions)..................................X
(13) Percent of class represented
by amount in Row (11)......................................<F*>
(14) Type of reporting person..................................PN
<F*> See Item 5 below.
<PAGE>
CUSIP NO. - 825066 30 1
(1) Name of reporting person........................J.D. Clinton
S.S. or I.R.S. No. of
above person.................................SSN ###-##-####
(2) Check the appropriate box
if a member of a group
(see instructions).....................................(a) X
(b)
(3) SEC use only. . . . . . . . . . . . .
(4) Source of funds (see instructions)....................AF, WC
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or place
of organization..........................................USA
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power.....................................<F*>
(8) Shared voting power...................................<F*>
(9) Sole dispositive power................................<F*>
(10) Shared dispositive power..............................<F*>
(11) Aggregate amount beneficially
owned by each reporting person.............................<F*>
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions)..................................X
(13) Percent of class represented
by amount in Row (11)......................................<F*>
(14) Type of reporting person..................................IN
<F*> See Item 5 below.
<PAGE>
CUSIP NO. - 825066 30 1
(1) Name of reporting person.....Global Network Television, Inc.
S.S. or I.R.S. No. of
above person......................................62-1539759
(2) Check the appropriate box
if a member of a group
(see instructions).....................................(a) X
(b)
(3) SEC use only. . . . . . . . . . . . .
(4) Source of funds (see instructions)....................AF, WC
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or place
of organization....................................Tennessee
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power.....................................<F*>
(8) Shared voting power...................................<F*>
(9) Sole dispositive power................................<F*>
(10) Shared dispositive power..............................<F*>
(11) Aggregate amount beneficially
owned by each reporting person.............................<F*>
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions)..................................X
(13) Percent of class represented
by amount in Row (11)......................................<F*>
(14) Type of reporting person..................................CO
<F*> See Item 5 below.
</F>
<PAGE>
CUSIP NO. - 825066 30 1
(1) Name of reporting person......................W. Paul Cowell
S.S. or I.R.S. No. of
above person.................................SSN ###-##-####
(2) Check the appropriate box
if a member of a group
(see instructions).....................................(a) X
(b)
(3) SEC use only. . . . . . . . . . . . .
(4) Source of funds (see instructions).......................N/A
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or place
of organization..........................................USA
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power.....................................<F*>
(8) Shared voting power...................................<F*>
(9) Sole dispositive power................................<F*>
(10) Shared dispositive power..............................<F*>
(11) Aggregate amount beneficially
owned by each reporting person.............................<F*>
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions)..................................X
(13) Percent of class represented
by amount in Row (11)......................................<F*>
(14) Type of reporting person..................................IN
<F*> See Item 5 below.
<PAGE>
CUSIP NO. - 825066 30 1
(1) Name of reporting person......................MediaOne, Inc.
S.S. or I.R.S. No. of
above person
(2) Check the appropriate box
if a member of a group
(see instructions).....................................(a) X
(b)
(3) SEC use only. . . . . . . . . . . . .
(4) Source of funds (see instructions).......................N/A
(5) Check box if disclosure
of legal proceedings is
required pursuant to
Items 2(d) or 2(e). . . . . . . . . .
(6) Citizenship or place
of organization....................................Tennessee
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power.....................................0
(8) Shared voting power.............................825,000
(9) Sole dispositive power................................0
(10) Shared dispositive power........................825,000
(11) Aggregate amount beneficially
owned by each reporting person.......................825,000
(12) Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions)..................................X
(13) Percent of class represented
by amount in Row (11)...................................7.5%
(14) Type of reporting person..................................CO
<PAGE>
The purpose of this amendment is to amend and restate, in its
entirety, to update information, to reflect the plans, proposals and
agreements of the reporting persons to dispose of shares of Common Stock of
the Issuer, and to state that MediaOne, Inc. is no longer a member of the
group of reporting persons reflected in this Schedule 13D. The Schedule
13D is amended and restated in its entirety as follows.
CUSIP No. 825066 30 1
Item 1. Security and Issuer
a. Title of Security: Common Stock
b. Issuer: Shop at Home, Inc.
5210 Schubert Road
Knoxville, TN 37912
Item 2. Identity and Background
REPORTING ENTITY:
a. Name: SAH Holdings, L.P. ("SAH")
a Tennessee limited partnership
b. Address: 111 South Washington
Brownsville, TN 38012
c. Occupation: Not Applicable
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: Tennessee
REPORTING ENTITY/GENERAL PARTNER:
a. Name: Global Network Television, Inc.
("Global")
a Tennessee corporation
b. Address: 111 South Washington
Brownsville, TN 38012
c. Occupation: Not Applicable
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: Tennessee
REPORTING ENTITY/AFFILIATE OF GENERAL PARTNER:
a. Name: J. D. Clinton ("Clinton")
b. Address: Brighton 1604
8231 Bay Colony Drive
Naples, Florida 33963
c. Occupation: Chairman, President and CEO
Independent Southern Bancshares, Inc.
111 South Washington
Brownsville, TN 38012
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: USA
AFFILIATES OF GENERAL PARTNER:
a. Name: Danny J. Jackson
b. Address: 111 South Washington
Brownsville, TN 38012
c. Occupation: Chief Financial Officer for J.D.Clinton
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: USA
a. Name: Mortgage Funding Corporation("MFC")
b. Address: 111 South Washington
Brownsville, TN 38012
c. Occupation: Not Applicable
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: Tennessee
REPORTING ENTITY:
a. Name: MediaOne, Inc. ("MediaOne")
a Tennessee corporation
b. Address: 631 Second Avenue South
Nashville, TN 37210
c. Occupation: Not Applicable
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: Tennessee
AFFILIATES OF MEDIAONE, INC.:
a. Name: Frank A. Woods ("Woods")
b. Address: 631 Second Avenue South
Nashville, TN 37210
c. Occupation: Chairman
MediaOne, Inc.
631 Second Avenue South
Nashville, TN 37210
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: USA
a. Name: Grayson N. Woods
b. Address: 3721-B West End Avenue
Nashville, TN 37205
c. Occupation: 50% shareholder
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: USA
a. Name: Ashley B. Woods
b. Address: 3721-B West End Avenue
Nashville, TN 37205
c. Occupation: 50% shareholder
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: USA
REPORTING ENTITY:
a. Name: W. Paul Cowell ("Cowell")
b. Address: 5210 Schubert Road
Knoxville, TN 37912
c. Occupation: President
William and Warren, Inc.
5210 Schubert Road
Knoxville, TN 37912
d. Criminal Convictions: None
e. Civil Proceedings/
Securities Laws: None
f. Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
Historical information with respect to prior acquisitions of
securities of the Issuer included in this Schedule as originally filed and
in prior amendments to this Schedule is omitted.
Item 4. Purpose of Transaction
See Item 5 below concerning the rights of the reporting persons to
acquire shares of the common stock of the Issuer, which rights may be
exercised in the future to acquire securities of the Issuer.
On December 13, 1995, a letter of intent (herein so called) dated
December 13, 1995, was signed by the Issuer, SAH, Global, MFC, Clinton and
Paxson Communications Corporation ("PCC"), relating to their willingness to
negotiate a transaction in which PCC would, among other things, acquire
securities and rights to acquire securities of the Issuer. The letter of
intent is attached as Exhibit L to this report, and incorporated herein by
reference.
Pursuant to the letter of intent, the parties have agreed to continue
negotiations regarding the acquisition by PCC, or a subsidiary of PCC, in a
series of related transactions, of:
(i) 2,280,245 shares of common stock of the Issuer from the SAH,
(ii) 100,000 shares of common stock of the Issuer from MFC,
(iii) 1,199,191 shares of newly issued common stock from the Issuer,
(iv) 969,755 shares of common stock of the Issuer from Cowell, upon
exercise of an option currently held by SAH at an exercise price of $1.116
per share,
(v) options and warrants to purchase from the Issuer up to 1,750,000
shares of newly issued common stock of the Issuer at a price of $1.00 per
share; approximately 3,620,000 shares of Issuer's newly issued common stock
at various prices and expiration dates, generally corresponding to those of
the other options and warrants to purchase the Issuer's common stock
previously granted; 2,500,000 shares of the Issuer's common stock at a
price of $5.00 per share with an expiration date of June 30, 1998; and
2,500,000 shares of the Issuer's common stock at a price of $7.00 per share
with an expiration date of June 30, 2000, and
(vi) a $2,000,000 Variable Rate Convertible Secured Note Due 2000 of
the Issuer from Global, of which Clinton is the sole shareholder, which PCC
would immediately convert into shares of the Issuer's common stock at a
conversion price of $3.00 per share (as of December 1, 1995, the
outstanding principal amount of that note was $1,933,180.33, which amount
would be convertible into approximately 644,393 shares of the Issuer's
common stock. Due to a typographical error, the letter of intent
incorrectly stated the outstanding principal amount of the note as
$1,993,180.33).
The consideration to be received by SAH in connection with the
transactions will consist of (a) cash in the amount of $6,708,000, (b)
1,071,429 shares of Class A common stock of PCC ("PCC Shares"), to be
issued by PCC with "piggy-back" registration rights, which shall, subject
to customary underwriters' approval, be pro rata with any registration
obligations and priorities of PCC issued to other PCC holders of equity and
equity rights (exclusive of the next underwritten primary public offering),
and (c) a "take-along" agreement to be entered into by certain entities
controlled by Lowell W. Paxson, PCC's Chief Executive Officer ("Mr.
Paxson"), and SAH and MFC pursuant to which the PCC Shares held by SAH and
MFC will be entitled to certain "take-along" rights in connection with any
sale by such entities controlled by Mr. Paxson of their Class A common
stock, subject to existing take-along obligations to and priorities of
other holders of PCC equity and equity rights.
The consideration to be received by the Issuer is $2,757,000 in cash
and PCC's agreement to make certain television carriage agreements
available to the Issuer.
The consideration to be received by Global is the product of $5.00 and
the number of shares issuable under the convertible note.
The consideration to be received by MFC is 35,714 shares of PCC Class
A common stock.
Consummation of the transactions is subject to the negotiation and
execution of definitive agreements and the receipt of all necessary
regulatory approvals, including approvals of the Federal Communications
Commission and under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. In connection with the acquisition, the Issuer will
transfer the stock of its subsidiary, MFP, Inc., for a nominal
consideration to a new corporation owned by persons who own a majority of
the stock of the Issuer, with an option to reacquire the stock at a later
date for the same nominal consideration. This transaction is being
effected because MFP, Inc., holds a Federal Communications Commission
television broadcast license and under existing FCC regulations, PCC cannot
acquire control of the Issuer because PCC would then have an interest in
two television stations in the Boston, Massachusetts, market.
As of December 13, 1995, the Issuer had outstanding 10,272,137 shares
of common stock. If the transactions contemplated by the letter of intent
are consummated, PCC would acquire approximately 6,943,584 shares of common
stock, representing a majority of the shares then outstanding, with options
to acquire an additional 8,620,000 shares from the Issuer.
Except as stated above, or as disclosed in Item 5 below, none of the
reporting persons has any present plans or proposals which relate to or
would result in: (i) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer, (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries, (iii) a sale
or transfer of a material amount of assets of the Issuer or any of its
subsidiaries (other than the transfer of MFP, Inc., described above), (iv)
any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board, (v) any material change in
the present capitalization or dividend policy of the Issuer, (vi) any other
material change in the Issuer's business or corporate structure, (vii)
changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person, (viii) causing a class of securities of the Issuer to
be delisted from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association, (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, or (x) any action similar
to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
a. Beneficial Interest: SAH Holdings, L.P.
Global Network Television, Inc.
J.D. Clinton <F1>
i. Owned 2,385,245 <F2> (23.2%)
Right to Acquire 4,006,648 <F3> (30.1%)
ii. Sole Voting Power 1,491,893 <F4> (12.8%)
Shared Voting Power 5,584,099 <F5> (46.8%)
Sole Dispositive Power 5,422,138 <F6> (40.7%)
Shared Dispositive Power 969,755 <F7> (9.5%)
<F1> J.D. Clinton ("Clinton") is the sole shareholder of Global Network
Television, Inc. ("Global"), and Global is the sole general partner of SAH
Holdings, L.P. ("SAH"), a limited partnership. Clinton, Global, and SAH
are reported as a group hereunder.
<F2> SAH is the owner of 2,280,245 shares; 5,000 shares are owned by
Clinton's wife; and 100,000 shares are owned by Mortgage Funding
Corporation ("MFC"), a corporation solely owned by Clinton.
<F3> SAH holds warrants to purchase a total of 1,650,000 shares. Global
holds warrants to purchase a total of 742,500 shares. SAH has an option to
acquire 969,755 shares from W. Paul Cowell ("Cowell"). Global holds a
convertible note ("Note") of the Issuer in the original principal amount of
$2,000,000, under which, as of December 1, 1995, it had a right to convert
to 644,393 shares.
<F4> These shares are made up of the following: 5,000 shares owned by
Clinton's wife, 742,500 shares which would be owned by Global if it
exercises its warrants, 100,000 shares owned by MFC, and 644,393 shares
which would be owned by Global if it converted the Note on December 1,
1995.
<F5> Pursuant to a Stock Purchase Agreement, dated June 9, 1993, SAH and
Cowell have agreed to vote their shares together for the election of
Clinton as a director of the Issuer, for the election of a slate of one-
half of the number of the remaining directors designated by SAH, and for
the election of the remaining one-half designated by Cowell. The shares
subject to this joint voting agreement are made up of the following:
2,280,245 shares owned by SAH, 1,650,000 shares which would be owned by SAH
if it exercises its warrants, 1,468,910 shares owned by Cowell, 184,944
shares owned by a charitable remainder trust ("Trust") established by
Cowell and for which he is the current income beneficiary. This joint
voting agreement terminates upon the purchase of the 969,755 shares from
Cowell by SAH pursuant to its option.
<F6> These shares are made up of the following: 5,000 shares owned by
Clinton's wife, 2,280,245 shares owned by SAH, 1,650,000 shares which would
be owned by SAH if it exercises its warrants, 742,500 shares which would be
owned by Global if it exercises its warrants, 100,000 shares owned by MFC,
and 644,393 shares which would be owned by Global if it converts the Note.
<F6> Shares owned by Cowell for which an option has been granted to SAH.
b. Beneficial Interest MediaOne, Inc.
Frank A. Woods
Grayson N. Woods
Ashley B. Woods
i. Owned 0 (0.0%)
Right to Acquire 825,000 <F8> (7.4%)
ii. Sole Voting Power 0 (0.0%)
Share Voting Power 825,000 (7.4%)
Sole Dispositive Power 0 (0.0%)
Shared Dispositive Power 825,000 (7.4%)
<F8> MediaOne, Inc., holds warrants to acquire 825,000 shares.
b. Beneficial Interest: W. Paul Cowell
i. Owned 1,653,854 <F9>(16.1%)
Right to Acquire 0 (0.0%)
ii. Sole Voting Power 0
(0.0%)
Shared Voting Power 5,584,099 <F10>(46.8%)
Sole Dispositive Power 499,155 <F11>(4.9%)
Shared Dispositive Power 1,154,699 <F12>(11.3%)
<F9> Made up of 1,468,910 owned by Cowell and 184,944 owned by the Trust.
<F10> See Note (5) above.
<F11> Made up of the 1,468,910 shares owned by Cowell less the 969,755
shares subject to the option of SAH to purchase.
<F12> Made up of the 969,755 shares subject to the option of SAH to
purchase and 184,944 shares owned by the Trust, in which Cowell has a
limited ability to change one of the beneficiaries.
c. None of the Reporting Parties, or their affiliates, have engaged
in any transactions with respect to Issuer's stock during the past 60 days,
except as follows:
W. PAUL COWELL
Mr. Cowell sold the following 1,000 shares of the Issuer in the past
60 days, all of which sales were brokers' transactions in the public
market:
<TABLE>
DATE NO. OF SHARES PRICE PER SHARE
<S> <C> <C>
November 1, 1995 1,000 $4.75
</TABLE>
GLOBAL AND MFC
On August 16, 1995, Global purchased the Issuer's $2,000,000 Variable
Rate Convertible Secured Note Due 2000 (the "Note"). The Note carries an
interest rate of two (2) percentage points above the prime rate and is
amortized and payable over 60 months. The Note is secured by certain of
the Issuer's furniture, fixtures and equipment, inventory, accounts
receivable, the stock of MFP, Inc., a subsidiary of the Issuer, and the
proceeds of any sale of the broadcast license of Television Station WMFP,
Boston, Massachusetts, which is owned by MFP, Inc. The Note is convertible
at any time into shares of the Issuer at the rate of one (1) share for each
$3.00 of the outstanding balance of the Note. As of December 1, 1995,
based upon the then outstanding principal balance of $1,933,180.33, the
Note would convert to 644,393 shares. In consideration of its acquisition
of the Note, the Issuer agreed to issue to Global 100,000 shares of the
Issuer. Global assigned the right to receive these shares to Mortgage
Funding Corporation, to whom the shares were issued.
d. The Schedule 13D, and all previous amendments, have identified
MediaOne, Inc. as a member of the group of reporting persons reflected in
this Schedule 13D. MediaOne was a member of such group by virtue of the
fact that two of its principals, Frank A. Woods and Bruce E. Fox, were also
directors and officers of Global. On March 18, 1995, Woods and Fox ceased
being directors and officers of Global. As a result MediaOne, Inc. is no
longer a member of the group of reporting persons reflected in this
Schedule 13D. MediaOne, Inc., holds warrants of the Issuer giving it the
right to acquire 825,000 shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The shares of common stock of the Issuer which SAH has the right
to acquire from Cowell, pursuant to the Stock Purchase Agreement between
them, are deposited with M. Douglas Campbell, Jr. as Escrow Agent pursuant
to an Escrow Agreement dated June 9, 1993, as amended (Exhibits G, H and
I); certain of the escrowed shares are subject to a Stock Option Escrow
Agreement dated August 6, 1993 (Exhibit J). Under the escrow agreement, as
amended, the Escrow Agent's duties with respect to the stock are to hold
the certificate representing the stock until receipt of notice from SAH and
Mr. Cowell or termination of the underlying agreements.
Until termination, all rights remain with Mr. Cowell, including
the right to vote except as restricted by the provisions of Section 8 of
the Stock Purchase Agreement (Exhibit A). So long as the right to purchase
the escrowed shares remains outstanding, Mr. Cowell agreed to vote the
shares retained by him at the direction of SAH and Global on all issues
relating to the composition or membership of the Issuer's board of
directors. The agreement with Mr. Cowell regarding nominations provides
that he will select one-half of the directors to be nominated; SAH will
select one-half of the directors to be nominated; and J.D. Clinton or his
designee will be nominated. In addition, the parties have agreed to
maintain the number of members of the of the Board of Directors of Issuer
as an odd number (Exhibit A, Section 7).
Item 7. Material to Be Filed as Exhibits
Exhibit A - Stock Purchase Agreement dated June 9, 1993, between
SAH Holdings, L.P. and W. Paul Cowell (previously filed as Exhibit A to the
Schedule 13D dated June 17, 1993).
Exhibit B - First Amendment to Stock Purchase Agreement dated
July 12, 1993, between SAH Holdings, L.P. and W. Paul Cowell (previously
filed as Exhibit B to the Schedule 13D dated July 27, 1993).
Exhibit C - Second Amendment to Stock Purchase Agreement dated
July 24, 1993, between SAH Holdings, L.P. and W. Paul Cowell (previously
filed as Exhibit C to the Schedule 13D dated July 27, 1993).
Exhibit D - Stock and Warrant Purchase Agreement dated June 9,
1993, between Shop at Home, Inc., SAH Holdings, L.P., and Global Network
Television, Inc. (previously filed as Exhibit B to the Schedule 13D dated
July 27, 1993).
Exhibit E - First Amendment to Stock and Warrant Purchase
Agreement dated July 12, 1993, between Shop at Home, Inc. SAH Holdings,
L.P. and Global Network Television, Inc. (previously filed as Exhibit E to
Schedule 13D dated July 27, 1993).
Exhibit F - Second Amendment to Stock and Warrant Purchase
Agreement dated July 24, 1993, between Shop at Home, Inc., SAH Holdings,
L.P. and Global Network Television, Inc. (previously filed as Exhibit F to
Schedule 13D dated July 27, 1993).
Exhibit G - Escrow Agreement dated June 9, 1993, between W. Paul
Cowell, SAH Holdings, L.P. and M. Douglas Campbell, Jr. as Escrow Agent
(previously filed as Exhibit C to the Schedule 13D dated June 17, 1993).
Exhibit H - Amendment to Escrow Agreement dated July 12, 1993,
between W. Paul Cowell, SAH Holdings, L.P. and M. Douglas Campbell, Jr. as
Escrow Agent (previously filed as Exhibit H to the Schedule 13D dated July
27, 1993).
Exhibit I - Second Amendment to Escrow Agreement dated August 6,
1993, between W. Paul Cowell, SAH Holdings, L.P. and M. Douglas Campbell,
Jr., as Escrow Agent (previously filed as Exhibit I to the Schedule 13D
dated August 16, 1993).
Exhibit J - Stock Option Escrow Agreement dated August 6, 1993,
between W. Paul Cowell, SAH Holdings, L.P. and M. Douglas Campbell, Jr., as
Escrow Agent (previously filed as Exhibit J to the Schedule 13D dated
August 16, 1993).
Exhibit K - William Paul Cowell Charitable Unit Trust, U/A dated
December 9, 1994, which has been redacted pursuant to a request for
Confidential Treatment dated February 6, 1995 and March 15, 1995
(previously filed as Exhibit K to Amendment No. 6 to the Schedule 13d).
Exhibit L - Letter of intent, dated December 13, 1995, among the
Issuer, SAH Holdings, L.P., Shop at Home, Inc., Mortgage Funding
Corporation, J.D. Clinton and Paxson Communications Corporation.
Exhibit M - Agreement of reporting persons
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that their information set forth in this statement is
true complete and correct.
SAH HOLDINGS, L.P.
By: GLOBAL NETWORK TELEVISION, INC.
Date: December 21, 1995 By: /S/ J.D. CLINTON J.D.
Clinton, Chairman
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that their information set forth in this statement is
true complete and correct.
GLOBAL NETWORK TELEVISION, INC.
Date: December 21, 1995 By: /S/ J.D. CLINTON J.D.
Clinton, Chairman
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that their information set forth in this statement is
true complete and correct.
Date: December 21, 1995 /S/ W. PAUL COWELL W. Paul
Cowell
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that their information set forth in this statement is
true complete and correct.
MEDIAONE, INC.
Date: December 21, 1995 By: /S/ FRANK A. WOODS Frank
A. Woods, Chairman
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that their information set forth in this statement is
true complete and correct.
Date: December 21, 1995 /S/ J.D. CLINTON
J.D. Clinton
<PAGE>
EXHIBIT L
December 13, 1995
MR. J.D. CLINTON
and
SAH HOLDINGS, L.P. and
GLOBAL NETWORK TELEVISION, INC. and
MORTGAGE FUNDING CORPORATION
c/o Mr. J.D. Clinton
Brighton 1604
8231 Bay Colony Drive
Naples, Florida 33963
SHOP AT HOME, INC.
5210 Schubert Road
P.O. Box 12600
Knoxville, Tennessee 37912
Re: PCC/SAH TRANSACTION
Gentlemen:
This letter summarizes and confirms the willingness of the parties
hereto to continue negotiations regarding (i) the Acquisition (as defined
below) by Paxson Communications Corporation ("PCC"), or a subsidiary of
PCC, of certain assets of SAH Holdings, L.P., a Tennessee limited
partnership (the "Partnership"), Mortgage Funding Corporation, a Tennessee
corporation ("MFC"), and Global Network Television, Inc., a Tennessee
corporation ("Global"), and shares of newly-issued common stock from Shop
at Home, Inc., a Tennessee corporation ("Shop at Home"), on the terms and
conditions set forth herein, and (ii) certain transactions to be effected
by and among the parties hereto in connection with the Acquisition, which
transactions and Acquisition will, upon the consummation thereof, result in
PCC owning voting control of more than 50% of the outstanding common stock
of Shop at Home. Certain parties hereto previously executed a letter of
intent relating to certain of the subject matter hereof dated October 9,
1995, which expired pursuant to its terms.
1. FORM OF ACQUISITION. Under the transactions contemplated by the
parties hereto, PCC shall acquire (the "Acquisition") (a) from the
Partnership, certain assets consisting of (i) 2,280,245 shares of common
stock (the "Partnership Stock") of Shop at Home, (ii) an option (the
"Cowell Option") to purchase 969,755 shares of common stock (the "Cowell
Stock") of Shop at Home from Paul C. Cowell, and (iii) one or more options
or warrants (collectively, the "Partnership Warrants") to purchase from
Shop at Home up to 1,750,000 shares in the aggregate of newly-issued common
stock of Shop at Home (the "Partnership Warrant Shares") at an exercise
price of $1.00 per share; (b) from Global, the $2,000,000 Variable Rate
Convertible Secured Note Due 2000 of Shop at Home, payable to Global (the
"Convertible Note") convertible into shares of common stock of Shop at Home
(any such shares issued upon such conversion, the "Convertible Note
Shares") at a rate equal to one share for each $3.00 of the outstanding
principal amount of the Convertible Note; (c) from MFC, 100,000 shares of
common stock of Shop at Home; and (d) from Shop at Home, 1,199,191 shares
of newly-issued Shop at Home common stock, plus an additional number of
newly-issued shares of Shop at Home common stock such that PCC shall own,
after the closing of the transactions contemplated hereby, on a fully
diluted basis, a majority equity interest in Shop at Home. The Acquisition
will be consummated by PCC or a subsidiary of PCC, as PCC elects.
2. CONSIDERATION. PCC shall provide the following consideration in
the Acquisition:
(a) the Partnership will receive:
(i) cash of $6,708,000, to be paid at the closing;
(ii) 1,071,429 shares of Class A Common Stock of PCC (the
"PCC Shares"), with "piggy back" registration rights
which shall, subject to customary underwriters'
approval, be pro rata with any registration obligations
and priorities of PCC issued to other PCC holders of
equity and equity rights; provided, however, that such
registration rights shall not apply to the next
underwritten primary public offering of PCC Shares by
PCC; and
(iii) the "take-along" agreement described below;
(b) Global will receive an amount of cash equal to $5.00
MULTIPLIED by the total number of shares of common stock of Shop at Home
issued to the holder of the Convertible Note upon the exercise of the
conversion rights thereunder. Assuming closing had occurred on December 1,
1995, the outstanding principal amount of the Convertible Note was
$1,993,180.33, which amount would have been convertible into 644,393 shares
of common stock of Shop at Home and would result in a purchase price
payable by PCC to Global of $3,221,967;
(c) MFC will receive 35,714 PCC Shares, with rights under the
"take-along" agreement described below and "piggy-back" registration rights
which shall, subject to customary underwriter's approval, be pro rata with
any registration obligations a priorities of PCC issued to other PCC
holders of equity and equity rights; provided, however, that such
registration rights shall not apply to the next underwritten primary public
offering of PCC Shares by PCC; and
(d) SAH will receive $2,757,000.
3. ADDITIONAL AGREEMENTS. (a) Certain entities controlled by Lowell
W. Paxson ("Bud Paxson"), PCC's Chief Executive Officer, will enter into a
"take-along" agreement with the Partnership and MFC, pursuant to which the
PCC Shares held by the Partnership and MFC will be entitled to certain
"take-along" rights in connection with certain sales of Class A Common
Stock by such entities controlled by Bud Paxson, subject to existing take-
along obligations to and priorities of other PCC holders of equity and
equity rights.
(b) Promptly after the Acquisition, PCC will exercise the Cowell
Option, currently held by the Partnership, to purchase the Cowell Stock,
from Paul Cowell. The exercise price to purchase the Cowell Stock will be
$1.116 per share.
(c) Promptly after the Acquisition, PCC will convert the
Convertible Note into the Convertible Note Shares.
(d) At closing, Shop at Home will grant to PCC options to (i)
purchase 2,500,000 shares of Shop at Home's common stock at a price of
$5.00 per share, which option shall expire June 30, 1998; (ii) purchase
2,500,000 additional shares of Shop at Home's common stock at a price of
$7.00 per share, expiring June 30, 2000; and (iii) purchase approximately
3,620,000 shares of Shop at Home's common stock at various prices and
expiring at various dates (such prices and expiration dates generally
corresponding to those of the other options and warrants to purchase Shop
at Home common stock that are not otherwise a part of the Acquisition).
(e) Prior to closing, Shop at Home shall transfer all of the
issued and outstanding capital stock of MFP, Inc. and Broadcast, Cable and
Satellite Technologies, Inc., two wholly-owned subsidiaries of Shop at
Home, to a newly-created corporation to be owned by certain current
shareholders of Shop at Home owning sufficient shares of Shop at Home
common stock so that the application for approval of the transfer by the
Federal Communications Commission (the "FCC") of such stock can be made on
FCC Form 316. Such transfer shall be made in consideration for (a) a
promissory note issued by such new corporation to Shop at Home in a
principal amount to be agreed upon by such newly-created corporation, Shop
at Home and PCC, secured by the stock of the two subsidiaries transferred,
and/or (b) options for Shop at Home to purchase all of the stock of such
two corporations at a price equal to the unpaid balance due under such
purchase money promissory note, secured by the stock of the two
subsidiaries transferred. In addition, during the term of the options,
Shop at Home would purchase substantially all of the broadcast time of the
television station operated by MFP, Inc. under a time brokerage agreement
containing terms and conditions to be agreed upon by such newly-created
corporation, Shop at Home, MFP, Inc. and PCC.
(f) PCC shall provide carriage to Shop at Home that will be at
least as extensive as carriage over those stations and for the hours
indicated in the list previously delivered by PCC to Shop at Home.
4. ACQUISITION AGREEMENT: CLOSING DATE. Definitive agreements
required to consummate the Acquisition and, to the extent appropriate, the
other transactions contemplated hereunder, shall be prepared by PCC's
counsel, subject to review by the Partnership's, Shop at Home's, Global's
and MFC's counsel, and shall contain such representations, warranties,
covenants, indemnities and conditions as are considered appropriate in the
circumstances and as are mutually agreed to by the parties. It is the
intention of the parties to execute the definitive documents relating to
the Acquisition and the related transactions as soon as practicable after
the signing of this letter of intent. The parties intend to execute the
definitive acquisition documents and close the Acquisition and the
transactions described herein within ten (10) days after receipt of all
regulatory approvals required as of such date, including, without
limitation, under the HSR Act (as defined below) and from the FCC. The
parties shall promptly commence preparation of any necessary filings with
the FCC and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), and shall promptly seek all other required
regulatory and other required approvals.
5. DUE DILIGENCE REVIEW. In connection with the proposed
Acquisition, each of the parties hereto will afford each other full and
complete access to all books, records, contracts, facilities and personnel
so that each party and their respective agents and representatives,
including accountants and attorneys, may conduct a due diligence
investigation of the business, operations, records, contracts, personnel
and properties of the other to the extent necessary to evaluate the
parties' businesses for the purpose of consummating the proposed
Acquisition. Due diligence investigations shall be conducted at reasonable
times and upon reasonable notice subsequent to execution by the parties of
this letter of intent. All non-public information regarding one party's
affairs obtained by or provided to the other party, its agents or
representatives, including, but not limited to, accountants and attorneys,
shall be treated as confidential and proprietary information belonging
exclusively to the disclosing party. If the proposed acquisition
contemplated by this letter of intent is not consummated, all documents
containing non-public information, including originals and copies thereof
provided to or obtained by either party, will be returned and any memoranda
or analyses prepared by either party or its representatives shall be
destroyed. Notwithstanding the termination of this letter of intent or
subsequent abandonment of the transactions contemplated hereby at any state
of negotiations prior to the closing, the confidentiality agreements set
forth in this paragraph 5 and elsewhere in this letter of intent shall
survive and remain fully enforceable. None of the parties hereto shall
communicate with any employee or customer of the other until a request to
do so has been made to an executive officer of the other party. Neither
party shall be under any obligation to continue its due diligence
investigation or with negotiations regarding the contents of a definitive
acquisition agreement if at any time the results of such party's due
diligence investigation are unsatisfactory to such party for any reason, in
its sole discretion.
6. CONFIDENTIALITY. Each party agrees that, subject to the
requirements of applicable law or pursuant to the obligations resulting
from the listing of Shop at Home or PCC common stock on the American Stock
Exchange or The NASDAQ Stock Market, in each case as advised by counsel,
that each of them and their respective officers, directors, accountants,
attorneys, employees, and agents will keep and maintain the terms of this
letter of intent confidential, including (a) the nature and content of all
non-public information provided pursuant to paragraph 5 above, and (b) any
and all information regarding the consideration and other terms and
conditions of the Acquisition and other proposed transactions. Each party
agrees that confidential information regarding the other party's business
and affairs will not be used by it except in connection with the
investigation and possible consummation of the proposed acquisition and
that it will not disclose such information, except as required by law and
to legal counsel, accountants, professional advisors, and other persons to
whom such disclosure is reasonably necessary to facilitate the proposed
Acquisition and the other transactions contemplated hereby on a need to
know basis.
Each of the parties further agree that, subject to the requirements of
applicable law or pursuant to the obligations resulting from the listing of
the Shop at Home or PCC common stock on the American Stock Exchange or The
NASDAQ Stock Market, in each case as advised by counsel, that they will
mutually agree on the content and timing of any press release or other
public statement relating to the Acquisition. In the event the proposed
Acquisition and the transactions contemplated hereby are not consummated,
in addition to the parties' agreement in paragraph 5 above to return or
destroy all documents containing confidential information, each party
further agrees not to use or disclose such confidential information for any
purpose whatsoever upon termination of the due diligence or negotiation.
Each party agrees that in the event it, or any of its agents, advisors, or
representatives breach the provisions of paragraphs 5 or 6, the other party
shall be entitled to seek and obtain injunctive relief from a court of
competent jurisdiction and shall be entitled to all reasonable attorneys'
fees and court costs in connection therewith.
7. CONDITIONS OF CLOSING. The closing of the Acquisition and
related transactions will be subject to customary terms and conditions,
including the execution of a mutually acceptable definitive Acquisition
documents. The closing will also be subject to (a) the receipt of all
necessary regulatory approvals and clearances, including, without
limitation, any approval required from the FCC and under the HSR Act, (b)
approval of the Board of Directors of Shop at Home, (c) approval of the
Board of Directors of PCC, (d) the execution of an employment agreement
between Shop at Home and Kent E. Lillie, upon terms and conditions
satisfactory to each party, and (e) satisfaction by each party with its due
diligence investigation of the other parties to the Acquisition. Shop at
Home's obligation to enter into the transactions described above shall be
further subject to its receipt of an opinion from an independent investment
banking or accounting firm reasonably acceptable to Shop at Home to the
effect that the consideration to be received by Shop at Home in connection
with the transactions described in this letter is fair, from a financial
point of view, to Shop at Home. PCC's obligation to consummate the
transactions described in this letter is further subject to Shop at Home's
agreement to become a guarantor of, and unconditionally guarantee on the
same terms and conditions (including existing contribution provisions) as
each of the other guarantors thereof, PCC's 11 5/8% Senior Subordinated
Notes due 2002.
8. EXPENSES. The parties will each pay its own expenses incident to
the negotiation, preparation, and carrying out of this letter of intent and
the agreements contemplated hereby, including, without limitation, all
fees, expenses, and commissions of its counsel, accountants, and advisors,
whether or not the transactions contemplated hereby are consummated. Each
party represents that it has not engaged any broker, finder or other
intermediary in connection with the transactions contemplated hereby, and
will indemnify each other party against any claim to the contrary.
9. EXCLUSIVE DEALING. From and after the date hereof through the
closing of the transactions contemplated hereby, none of Shop at Home, the
Partnership, Global, MFC (and none of their directors, officers, or
partners) or Clinton shall, directly or indirectly, through any
representative or otherwise, solicit or entertain offers from, negotiate
with or in any manner encourage, accept or assist any proposal of any other
person relating to the acquisition of the assets, business, or securities
of the Partnership, or Shop at Home, in whole or in part, whether through
direct purchase, acquisition, consolidation, or other business combination
(other than sales of inventory in the ordinary course). Without limiting
the foregoing, none of the parties hereto shall voluntarily take any action
inconsistent with, or otherwise frustrate the intent of the parties to
consummate the Acquisition and the other transactions contemplated
hereunder, all as evidenced by this letter of intent.
10. NON-BINDING EFFECT OF LETTER OF INTENT. Except for paragraphs 5,
6, 8, and 9, which shall constitute binding agreements of the parties
hereto, this letter of intent shall not be construed as a commitment or
agreement on the part of any party to consummate the proposed Acquisition,
but shall constitute solely a letter of intent having the purpose of
setting forth the principal terms of the proposed Acquisition as now
contemplated. If, for any reason whatsoever, a definitive written
agreement is not executed by January 5, 1996 as contemplated hereunder,
this letter of intent shall terminate and none of the parties hereto nor
any of their respective agents or representatives shall have liability to
any of the other parties, except for liability on account of any breach of
the provisions of paragraphs 5, 6, 8, and 9 hereof. This letter of intent
may be executed in counterparts.
Sincerely,
PAXSON COMMUNICATIONS CORPORATION
By: /S/ LOWELL W. PAXSON
Name: Lowell W. Paxson,
Title: Chief Executive Officer
SAH HOLDINGS, L.P.
By: Global Network Television, Inc.,
Sole General Partner
By: /S/ DAN J. JACKSON
Name: Dan J. Jackson, President,
SHOP AT HOME, INC.
By: /S/ KENT E. LILLIE
Name: Kent E. Lillie
Title: President & CEO
GLOBAL NETWORK TELEVISION, INC.
By: /S/ DAN J. JACKSON
Name: Dan J. Jackson
Title: President
/S/ J.D. CLINTON
J.D. CLINTON
MORTGAGE FUNDING CORPORATION
By: /S/ DAN J. JACKSON
Name: Dan J. Jackson
Title: President
<PAGE>
EXHIBIT M
AGREEMENT AMONG REPORTING PERSONS
THIS AGREEMENT AMONG REPORTING PERSONS is made and entered into
by the undersigned (collectively, the "Parties").
W I T N E S S E T H:
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934 (the "Act") requires that, when a Schedule 13D is filed on behalf
of more than one person, the Schedule 13D shall include as an exhibit to
the Schedule 13D an agreement in writing of such persons that the Schedule
13D is filed on behalf of each of them;
NOW, THEREFORE, in consideration of the premises and the mutual
promises of the Parties, they hereby covenant and agree as follows:
1. The undersigned agree that a single Amended and Restated Schedule
13D and, except as to MediaOne, Inc., any amendments thereto, relating to
the shares of common stock of SHOP AT HOME, INC. shall be filed on behalf
of each of them.
2. Each of the undersigned acknowledges and agrees that pursuant to
Rule 13d-1(f)(1) under the Act each of them is individually responsible for
the timely filing of such Schedule 13D and any amendments thereto and for
the completeness and accuracy of the information contained therein.
3. Each of the undersigned acknowledges that MediaOne, Inc. has
joined in this Agreement for the sole purpose of the filing of Amendment
Number 7 to the Schedule 13D of the undersigned, and, following the filing
of such amendment, MediaOne, Inc. shall no longer be a party to this
Agreement.
4. This Agreement shall not be assignable by any of the Parties.
5. This Agreement shall be terminated only upon written notice of
termination given by any of the Parties to all of the other Parties.
6. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof, but all of which
together shall constitute a single instrument.
<PAGE>
EXECUTED as of December 21, 1995.
SAH HOLDINGS, L.P.
By: GLOBAL NETWORK TELEVISION, INC.
By: /S/ J.D. CLINTON
J.D. Clinton, Chairman
GLOBAL NETWORK TELEVISION, INC.
By: /S/ J.D. CLINTON
J.D. Clinton, Chairman
/S/ W. PAUL COWELL
W. Paul Cowell
MEDIAONE, INC.
By: /S/ FRANK A. WOODS
Frank A. Woods, Chairman
/S/ J.D. CLINTON
J.D. Clinton
