SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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) 244-0020
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 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.
<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>
The purpose of this amendment is to update the disclosure about the
plans, proposals and agreements of the reporting persons to dispose of
shares of Common Stock of the Issuer, in order to report the termination of
the proposed transaction whereby the reporting persons proposed to sell
securities of the Issuer to Paxson Communications Corporation. The
amendment also reports the acquisition of additional shares of Common Stock
of the Issuer by SAH Holdings, L.P., from W. Paul Cowell, by exercise of an
option. The amendment also deletes MediaOne, Inc., as a reporting entity.
Items 2, 3, 4 and 5 of the Schedule 13D are amended and restated in their
entirety as follows.
CUSIP No. 825066 30 1
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: 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
On January 3, 1996, SAH Holdings, L.P., acquired 236,003 shares of
Common Stock of the Issuer from W. Paul Cowell ("Cowell") by exercising an
existing option to acquire such shares for a total purchase price of
$289,764.48. Thereafter, on January 4, 1995, SAH Holdings, L.P., acquired
139,656 shares of Common Stock of the Issuer from Cowell by exercising an
existing option to acquire such shares for a total purchase price of
$150,820.48. The funds for these acquisitions were from the working
capital of SAH Holdings, L.P., which the partnership obtained as capital
contributions made by its partners.
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 was executed between 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
and incorporated herein by reference. On December 27, 1995, PCC notified
the Issuer and the other parties to the letter of intent that PCC was
terminating further negotiations regarding the proposed acquisition.
On January 3, 1996, SAH Holdings, L.P., acquired 236,003 shares of
Common Stock of the Issuer from Cowell by exercising an existing option to
acquire such shares. Thereafter, on January 4, 1995, SAH Holdings, L.P.,
acquired 139,656 shares of Common Stock of the Issuer from Cowell by
exercising an existing option to acquire such shares.
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, (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 2,761,504 <F2> (26.9%)
Right to Acquire 3,630,989 <F3> (27.3%)
ii. Sole Voting Power 1,492,493 <F4> (12.8%)
Shared Voting Power 5,584,099 <F5> (46.8%)
Sole Dispositive Power 5,798,397 <F6> (43.6%)
Shared Dispositive Power 594,096 <F7> (5.8%)
<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 2,655,904 shares; 5,600 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 594,096 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: 5,600 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:
2,655,904 shares owned by SAH, 1,650,000 shares which would be owned by SAH
if it exercises its warrants, 1,093,251 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 594,096 shares from
Cowell by SAH pursuant to its option.
<F6> These shares are made up of the following: 5,600 shares owned by
Clinton's wife, 2,655,904 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.
<F7> Shares owned by Cowell for which an option has been granted to SAH.
b. Beneficial Interest: W. Paul Cowell
i. Owned 1,278,195 <F8> (12.4%)
Right to Acquire 0 (0.0%)
ii. Sole Voting Power 0 (0.0%)
Shared Voting Power 5,584,099 <F9> (46.8%)
Sole Dispositive Power 499,155 <F10> (4.9%)
Shared Dispositive Power 779,040 <F11> (7.6%)
<F8> Made up of 1,093,251 owned by Cowell and 184,944 owned by the Trust.
<F9> See Note (5) above.
<F10> Made up of the 1,093,251 shares owned by Cowell less the 594,096
shares subject to the option of SAH to purchase.
<F11> Made up of the 594,096 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 since December 13, 1995,
the date of the last amendment to the Schedule 13D, except for the shares
purchased by SAH Holdings, L.P., from Cowell described in Item 4, and
except for 600 shares purchased by Clinton's wife on January 5, 1996, in an
open market broker's transaction for a price of $2.00 per share.
<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: January 9, 1996 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: January 9, 1996 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: January 11, 1996 /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.
Date: January 9, 1996 /S/ J.D. CLINTON
J.D. Clinton
