<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amendment No. 2
(Mark One)
[x] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 30, 1997
[ ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
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Commission File number 0-25596
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SHOP AT HOME, INC.
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(Exact name of registrant as specified in its charter)
TENNESSEE 62-1282758
- ---------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
5210 Schubert Road
P.O. Box 12600
Knoxville, Tennessee 37912
--------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (423)688-0300
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
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<PAGE> 2
COMMON STOCK, $.0025 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) for the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of the Common Stock held by non-affiliates of
the registrant on September 22,1997 was: $43,633,191
Number of shares of Common Stock outstanding as of October 1, 1997:
11,074,414
The undersigned Registrant hereby amends the Annual Report on Form 10-K
for the fiscal year ended June 30, 1997 by adding thereto Items 10, 11, 12 and
13, as follows:
Item 10. Directors and Executive Officers of the Registrant
The following information is set forth with respect to the persons who are
currently the directors of the Registrant:
J.D. Clinton. Shop At Home Director and Chairman of the Board since
1993. Chairman, President and Chief Executive Officer, Independent Southern
Bancshares, Inc., Brownsville, Tennessee, a diversified financial institutions
holding company. Chairman and Director, Brownsville Bank, Brownsville,
Tennessee. Chairman and Director, Tennessee Bank & Trust, Millington, Tennessee.
Director, Union Savings Bank, Covington, Tennessee. Director, Southern
Financial, Inc., Nashville, Tennessee. Age 53. Graduate of the University of
Memphis.
W. Paul Cowell. Shop At Home Director since 1988, and Chairman of the
Board from 1990 through 1993. President and Chief Executive Officer, Warren &
William, Inc. (formerly National Book Warehouse, Inc.,) a discount bookstore
chain since 1989. President and Owner, Book Ends Discount Book Stores, Inc.,
since 1987. Director, Global Christian Ministries, Inc. Age 54.
A.E. Jolley. Shop At Home Director and Secretary/Treasurer since 1986.
President, Lakeway Containers, Inc., Morristown, Tennessee, a corrugated
container manufacturer, since 1975. Director, Union Planters Bank. Director,
Kingwood School, Morristown, Tennessee. Commissioner, Morristown City Planning
Commission. Member, Board of Trustees, Walters State Community College. Age 58.
<PAGE> 3
Kent E. Lillie. Shop at Home Director since 1993. Shop At Home
President and Chief Executive Officer since September, 1993. Vice President and
General Manager, WATL-TV, Atlanta, Georgia, 1992-1993. Vice President and
General Manager, WPTY-TV, Memphis, Tennessee, 1987-1992. Age 50. Graduate of
Sacramento City College.
Joseph I. Overholt. Shop At Home Director since 1986. President and
Owner of Planet Systems, Inc., a computer software development company engaged
in the satellite delivery of computer data, since 1992. President and Owner of
Skylink Communications since 1989. Shop At Home Vice President from 1986 through
August, 1993. Age 48. Graduate of The University of Tennessee.
Frank A. Woods. Shop At Home Director since 1993. Chairman of the Board
and Director of MediaOne, Inc., Nashville, Tennessee, a communications
consulting and strategic planning firm since 1991. Principal, The Woods Group,
Nashville, Tennessee, a diversified merchant banking firm. Age 55. Graduate of
Vanderbilt University and Vanderbilt University School of Law.
The principal business activity of each of the above Directors has been
as shown above during the past five years, except that in some cases the
individual has been employed by a predecessor organization or has undertaken
greater responsibilities with the same employer, a parent company, or a
successor organization.
The following information relates to the executive officers of the
Company as of the date of this Proxy Statement, other than those executive
officers who also serve as directors of the Company, as noted above. With the
exception of the President and Chief Executive Officer, who has an employment
agreement with a term of five (5) years, and Mr. Nawy and Mr. Gratteau, each of
whom has an employment agreement, the remaining executive officers serve at the
discretion of the Board:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Everit Herter........... 56 Vice President of Affiliate Relations
Joseph Nawy............. 54 Vice President of Finance
H. Wayne Lambert........ 46 Vice President of Information Technologies
Henry I. Shapiro........ 51 Vice President of Merchandise
Kent H. Gratteau, Jr.... 54 Vice President of Broadcasting & Engineering
Linda O. Ford........... 33 Vice President of Human Resources
Sandra B. Emery......... 52 Vice President of Customer Relations
William M. Anderson..... 52 Vice President of Sports Operations
Teresa M. McDowell...... 45 Vice President of Call Center Operations
</TABLE>
Joseph Nawy, Vice President of Finance. Mr. Nawy has served as Vice
President of Finance since September 1994. Mr. Nawy has experience in direct
mail, computer operations and distribution, and prior to joining the Company has
been heavily involved in business turnaround situations. From 1990 to 1993 Mr.
Nawy was the Chief Operating Officer and Chief Financial officer of LP Music
Group, a manufacturer and importer of percussion musical
<PAGE> 4
instruments. From 1987 to 1990, Mr. Nawy was the Chief Financial Officer of
American Direct Industries, Inc., a direct mail retailer. Prior to that, Mr.
Nawy served in a variety of corporate positions, and also started his career in
public accounting with the Firm of Ernst & Young. Mr. Nawy is a certified public
accountant and holds an accounting degree from New York University.
H. Wayne Lambert, Vice President of Information Technologies. Mr.
Lambert has served as Vice President of Operations for the Company since March,
1992. Immediately before joining the Company, he served as Operations Officer
for National Book Warehouses, Inc., Knoxville, Tennessee. Prior to that
employment, he served as Assistant Controller for the Knoxville News-Sentinel,
Knoxville, Tennessee. Mr. Lambert is a retired Captain of the Tennessee Air
National Guard and a Base Budget Officer. He is a graduate of University of
Tennessee.
Henry I. Shapiro, Vice President of Merchandise. Mr. Shapiro has served
as the Vice President of Merchandise for the Company since January of 1994.
Immediately prior to joining the Company, Mr. Shapiro designed and manufactured
jewelry for leading jewelry retailers, Home Shopping Network and QVC
Manufacturing Company. Mr. Shapiro attended the Fashion Institute of Technology
and Maryland University. He served as a consultant for jewelry manufacturers
with special emphasis on the television markets in Thailand, Czechoslovakia,
Hong Kong, Switzerland and Italy.
Kent Gratteau, Vice President of Broadcasting and Engineering. Mr.
Gratteau joined the Company in August, 1995, and before that, he served for ten
years as Engineering Manager for KWGN(TV), Denver, Colorado. He is member of the
Society of Motion Picture and Television Engineers and has served that
organization as Section Chairman and on the Board of Managers for the Rocky
Mountain Section. Mr. Gratteau attended the University of Utah and Florida State
University.
Linda O. Ford, Vice President of Human Resources. Ms. Ford has served
as the Vice President of Human Resources for the Company since May of 1996.
Immediately prior to joining the Company, Ms. Ford served as a Human Resources
Consultant for Phillips & Phillips Associates, Inc. From 1993 to 1995, she was
the Manager of Human Resources for NATIONAL Auto/Truckstops, Inc. From 1989 to
the time she joined NATIONAL, Ms. Ford was a Human Resources Manager for Union
Oil Company of California.
Sandra B. Emery, Vice President of Customer Service. Ms. Emery has
served as Vice President of Customer Service for the Company since June, 1994.
From 1992 until 1994, she served as Operations Manager of Order Entry and
Customer Service for the Company. Prior to that time, she served as Operations
Director for National Book Warehouse, Inc. Her other experience includes
positions with Jostens' Printing and Publishing Company, R.V. Emery Company and
Carousel of Curios.
Everit A. Herter, Vice President of Affiliate Relations. Mr. Herter has
served as Vice President of Affiliate Relations since July 1997. Since 1994, Mr.
Herter has served the Company as Director of Affiliate Relations and as a
consultant. Prior to joining the Company, Mr. Herter was a Senior Vice President
of J. Walter Thompson Co.
Teresa M. McDowell, Vice President of Call Center Operations. Ms.
McDowell has served as Vice President of Call Center Operations since November
1996. From 1994-1996, Ms. McDowell served as Director of Customer Service for
Mark Group, Inc., a catalog sales company. From 1993 until 1994, Ms. McDowell
served as Manager of Customer Relations at the Customer
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Service Center of Bedford Fair Industries, Ltd., also a catalog sales company.
From 1988 to 1993, Ms. McDowell was Manager of Administration and Planning for
the Atlanta, Georgia office of Sprint Corporation.
William M. Anderson, Vice President of Sports Operations. Mr. Anderson
has served as Vice President of Sports Operations since August, 1997. Prior to
that time, he providing periodic consulting services to the Company and was a
self-employed consultant from 1995 to 1997, primarily providing real estate
acquisition, retail site selection and marketing services. From 1993 to 1995,
Mr. Anderson was President of Beaty Title Company, and from 1990 to 1993 was
President of Interior Logic, a commercial office furniture sales and
installation business. In 1994, Mr. Anderson filed a voluntary Chapter 7
bankruptcy proceeding and received a discharge.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the
Company during the three fiscal years ended June 30, 1997, to those person who
served as the Company's CEO during the 1997 fiscal year and were the Company's
most highly compensated executive officers (other than the CEO) serving as of
the end of the 1997 fiscal year whose compensation exceeded $100,000 (not more
than four persons are required to be shown) (collectively, the "Named Executive
Officers").
<PAGE> 6
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPEN-
SATION
--------------
AWARDS
ANNUAL COMPENSATION
ALL OTHER
----------------------------------------------------------- COMPEN-
SATION
SECURITIES ($)
UNDERLYING
OTHER ANNUAL OPTIONS
NAME AND SALARY BONUS COMPENSATION /SAR
PRINCIPAL YEAR ($) ($) ($) (#)
POSITION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Kent E. Lillie 1997 188,654 155,605 12,000(1) 510,000 --
President/CEO
1996 120,000 -- 12,000(1) -- --
1995 120,000 50,000 12,000(1) -- 18,000(2)
Joseph Nawy, 1997 114,393 15,560 6,000(1) 20,000 --
Vice President
Finance/CFO 1996 96,000 -- 3,500(1) -- 7,423(3)
1995 76,431(4) -- -- 60,000 --
Thomas C. 1997 122,866 -- 5,000(1) 10,000 --
Sutula,
Executive Vice 1996 101,539 -- -- 100,000 --
President/COO(5)
</TABLE>
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(1) Other Annual Compensation consists of an automobile allowance.
(2) Other Compensation consists of a housing allowance.
(3) Other Compensation consists of a relocation allowance.
(4) Mr. Nawy's employment began in September 1994.
(5) Mr. Sutula's employment began in July 1995 and terminated in
March 1997.
<PAGE> 7
OPTION GRANTS IN LAST FISCAL YEAR
SHOWN BELOW IS INFORMATION CONCERNING STOCK OPTION GRANTS TO ANY NAMED
EXECUTIVE OFFICER WHO WAS GRANTED A STOCK OPTION DURING THE 1997 FISCAL YEAR.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------- POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF
OPTIONS/ OPTIONS/ EXERCISE STOCK PRICE APPRECIATION FOR
SARS SARS GRANTED OR BASE OPTIONS TERMS
GRANTED TO EMPLOYEES PRICE EXPIRATION ------------------------------
NAME (#)(1) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- -------------- ------ -------------- -------- ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Kent E. Lillie 500,000 78.4% $2.87 (1) $588,990 $1,386,877
Kent E. Lillie 10,000 1.6 2.87 6/19/02 7,929 17,522
Joseph Nawy 20,000 3.1 2.87 (2) 23,560 55,475
</TABLE>
(1) Options to acquire 500,000 shares of Common Stock of Registrant were issued
July 1, 1996, of which options to purchase 100,000 shares became exercisable on
July 1, 1997, with options to acquire 100,000 shares to become exercisable on
July 1, 1998, 1999, 2000, and 2001. The options expire on the earlier of thirty
(30) days after the termination of employment or five (5) years from the date
the options become exercisable. These options were originally granted at an
exercise price of $3.75, but were reissued on June 19, 1997, at an exercise
price of $2.87.
(2) Options to acquire 20,000 shares of Common Stock of Registrant were issued
July 1, 1996, of which options to purchase 4,000 shares became exercisable on
July 1, 1997, with options to acquire 4,000 shares to become exercisable on July
1, 1998, 1999, 2000, and 2001. The options expire on the earlier of thirty (30)
days after the termination of employment or five (5) years from the date the
options become exercisable. These options were originally granted at an exercise
price of $3.75, but were reissued on June 19, 1997, at an exercise price of
$2.87.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
No options to purchase shares were exercised by any Named Executive
Officer during the 1997 fiscal year. Shown below is information with respect to
unexercised options to purchase shares held by such officers as of the end of
the 1997 fiscal year.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXER- IN-THE-MONEY
CISED OPTIONS/SARS OPTIONS/SARS AT
AT JUNE 30, 1997 JUNE 30, 1997
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($)(1) UNEXERCISABLE UNEXERCISABLE(1)
- ----------- ------------------ --------------------- ------------- ---------------
<S> <C> <C> <C> <C>
Kent E. Lillie None N/A 410,000/600,000 $543,900/$362,600
Joseph Nawy None N/A 24,000/56,000 16,512/24,768
</TABLE>
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<PAGE> 8
(1) Market value of underlying securities at June 30, 1997, was $2.813 per share
based upon the NASDAQ SmallCap market closing price. "In-the-Money" options are
ones in which the fair market value of the underlying securities exceeds the
exercise price of the options.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following information relates to the Common Stock of the Company
beneficially owned, directly or indirectly, by all persons known to be the
beneficial owners of more than five percent (5%) of the Common Stock as of
October 21, 1997. Unless otherwise noted, the named persons have sole voting and
investment power with respect to the shares indicated.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(6)
<TABLE>
<CAPTION>
Name and address of Sole Investment Shared Investment
beneficial owner Sole Voting Power Shared Voting Power Power Power
Number of % Number of % Number of % Number of %
Shares Shares Shares Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SAH Holdings, L.P.(1),
(2), (5), (7)
Global Network
Television, Inc.
Mortgage Funding
Corporation
Brownsville, TN
J.D. Clinton 985,000 8.0 5,103,600 38.7 5,034,840 38.2 495,360 4.3
Naples, Florida
W. Paul Cowell(4), (5), (7) 0 0 5,076,300 38.5 423,456 3.7 603,004 5.2
Knoxville, TN
MediaOne,Inc.(3)(7)
Frank A. Woods 10,000 0.1 825,000 7.2 10,000 0.1 825,000 7.2
Nashville, TN
Kent E. Lillie(6)(7) 624,000 5.3 6,000 0.1 624,000 5.3 6,000 0.1
Nashville, TN
</TABLE>
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(1) SAH Holdings, L.P. ("SAH") is a Tennessee limited partnership with
Global Network Television, Inc., a Tennessee corporation ("Global"), as its sole
general partner. J.D. Clinton is chairman, a director and the sole shareholder
of Global.
(2) SAH currently owns 2,399,840 shares of Common Stock (20.8% of shares
issued and outstanding). Mr. Clinton owns 126,500 shares in his individual name.
Mr. Clinton's wife owns, individually, 6,800 shares of Common Stock that are
assumed to be beneficially owned by SAH. Mortgage Funding Corporation, a
corporation wholly owned by Mr. Clinton, owns 100,000 shares of Common Stock
that are assumed to be beneficially owned by SAH. Global Network Television,
Inc., owns 6,000 shares that are assumed to be beneficially owned by SAH. Two
trusts, the beneficiaries of whom are members of Mr. Clinton's immediate family,
own 20,500 shares that are assumed to be beneficially owned by SAH. SAH holds
warrants to purchase up to 1,650,000 shares of Common Stock from the Company.
Global holds warrants to purchase up to 742,500 shares of Common Stock from the
Company which is assumed to be beneficially owned by SAH. SAH owns an option to
purchase 468,060 shares of Common Stock from W. Paul Cowell. Mr. Clinton holds
an option to purchase 10,000 shares of stock from the Company. If these warrants
and options were exercised, SAH would beneficially own 5,530,100 shares (or
39.7%) of the 13,923,081 shares of Common Stock that would then be outstanding.
<PAGE> 9
(3) MediaOne, Inc. is a Tennessee corporation of which Frank A. Woods
serves as an executive officer and director. Members of Mr. Woods' immediate
family own MediaOne, Inc. MediaOne owns 100,000 shares of Common Stock and holds
warrants to purchase up to 725,000 shares of Common Stock. Mr. Woods holds an
option to acquire 10,000 shares of Common Stock from the Company.
(4) Mr. Cowell presently owns 881,516 shares of Common Stock (7.7% of the
shares issued and outstanding). Mr. Cowell has granted an option to purchase
468,060 of those shares to SAH. Mr. Cowell holds an option to purchase 10,000
shares of Common Stock from the Company. In addition, Mr. Cowell is the income
beneficiary and has a limited right to name the beneficiary of the trust which
owns 134,944 shares.
(5) Mr. Cowell and SAH have agreed that so long as the options granted to
SAH remain outstanding, Mr. Cowell and SAH will vote all of their shares
together with respect to the composition and election of directors. For the
purposes of calculating Shared Voting Power, SAH is deemed to own the following
shares of Shop at Home Common Stock: SAH -- 4,545,200 shares (including
2,399,840 shares now owned by SAH, 1,650,000 shares under the warrants, 6,800
shares held by Mr. Clinton's wife, 20,500 shares held by the Clinton family
trusts, and 468,060 now owned by Mr. Cowell which are subject to the option held
by SAH), and W. Paul Cowell -- 558,400 shares (including 134,944 shares owned by
a trust). Mr. Cowell is deemed to own the same shares with the exception of the
shares owned by Mr. Clinton's wife and the Clinton trusts.
(6) Mr. Lillie presently owns 414,000 shares of Common Stock, and holds
options currently exercisable to purchase an additional 210,000 shares of Common
Stock from the Company. Mr. Lillie also holds 6,000 shares in a retirement
account. Mr. Lillie's retirement account is also a limited partner of SAH
Holdings, L.P., and holds a 1.57% equity interest in SAH; however, Mr. Lillie is
not considered the beneficial owner of any shares held by SAH.
(7) The shares subject to warrants and options described in the preceding
Notes are deemed to be outstanding for the purposes of computing the percentage
of outstanding Common Stock beneficially owned by the listed parties.
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following information presents the beneficial ownership of the
Common Stock of the Company as of October 21, 1997, by the Company's directors,
the executive officers named in the Remuneration of Directors and Officers, and
by all directors and executive officers as a group.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
BY DIRECTORS AND EXECUTIVE OFFICERS(1)
<TABLE>
<CAPTION>
NAME OF SOLE INVESTMENT SHARED INVESTMENT
BENEFICIAL OWNER SOLE VOTING POWER SHARED VOTING POWER POWER POWER
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
SHARES % SHARES % SHARES % SHARES %
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.D. Clinton 985,000 8.0 5,103,600 38.7 5,034,840 38.2 495,360 4.3
W. Paul Cowell 0 0 5,076,300 38.5 413,456 3.6 603,004 5.2
A.E. Jolley(2) 511,092 4.4 0 0 511,092 4.4 0 0
Kent E. Lillie 624,000 5.3 6,000 0.1 624,000 5.3 6,000 0.1
Joseph I. Overholt(2) 519,200 4.5 0 0 519,200 4.5 0 0
Frank A. Woods(2) 10,000 0.1 825,000 7.2 10,000 0.1 825,000 7.2
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED % OF OUTSTANDING STOCK
<S> <C> <C>
DIRECTORS AND
EXECUTIVE OFFICERS 8,814,942 61.5%
AS A GROUP (15
PERSONS)(3)
</TABLE>
<PAGE> 10
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(1) See notes to preceding section entitled "Security Ownership of Certain
Beneficial Owners."
(2) Includes an option to purchase 10,000 shares of Common Stock.
(3) For the purposes of computing the number of shares and percentage of
outstanding Common Stock beneficially owned by all Directors and Executive
Officers as a Group, all shares subject to warrants or options held by members
of the Group, which are exercisable currently or within the next sixty days,
were assumed to be outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its Knoxville office and studio space from William
and Warren, Inc., an entity owned by Mr. Cowell, and paid total lease payments
of approximately $139,800 during the fiscal year ended June 30, 1997. Management
of the Company determined that these terms and conditions were competitive with
comparable commercial space being leased in the Knoxville market.
On August 16, 1995, the Company issued its $2,000,000 Variable Rate
Convertible Secured Note Due 2000 to Global Network Television, Inc. J.D.
Clinton, a director of the Company is the sole shareholder and Chairman of
Global Network Television, and that corporation is a principal shareholder of
the Company. See "Security Ownership of Certain Beneficial Owners." The loan
carried interest at the prime rate plus 2%, and was payable in 60 monthly
installments. The loan was secured by a security interest in the inventory,
accounts, and certain equipment, furniture and fixtures of the Company, as well
as the stock of MFP, Inc., a subsidiary of the Company, and an assignment of the
proceeds of any sale of the Federal Communications Commission license of
Television Station WMFP, Lawrence, Massachusetts. The note was convertible to
Common Stock of the Company based upon one share of stock for each $3.00 of the
principal balance of the note. On October 1, 1997, the note was transferred to a
third party, unrelated to Global Network Television, Inc., which party
immediately converted the note to 444,177 shares of Common Stock of the Company.
Based upon management's knowledge of the commercial lending market, the terms
and rates of the note were considered competitive.
In the opinion of management, the terms of the above transactions were
as fair to the Company as terms which could have been obtained or made with
unaffiliated persons.
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SHOP AT HOME, INC.
By: /s/ Kent E. Lillie Date: 10/28/97
------------------------------------- -------------
Kent E. Lillie
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Joseph Nawy Date: 10/28/97
------------------------------------- ------------
Joseph Nawy
(Vice President-Finance)
