SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
January 8, 1997
(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.....................................*
(8) Shared voting power...................................*
(9) Sole dispositive power................................*
(10) Shared dispositive power..............................*
(11) Aggregate amount beneficially
owned by each reporting person.............................*
(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)......................................*
(14) Type of reporting person..................................PN
*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.....................................*
(8) Shared voting power...................................*
(9) Sole dispositive power................................*
(10) Shared dispositive power..............................*
(11) Aggregate amount beneficially
owned by each reporting person.............................*
(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)......................................*
(14) Type of reporting person..................................IN
*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.....................................*
(8) Shared voting power...................................*
(9) Sole dispositive power................................*
(10) Shared dispositive power..............................*
(11) Aggregate amount beneficially
owned by each reporting person.............................*
(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)......................................*
(14) Type of reporting person..................................CO
*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.....................................*
(8) Shared voting power...................................*
(9) Sole dispositive power................................*
(10) Shared dispositive power..............................*
(11) Aggregate amount beneficially
owned by each reporting person.............................*
(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)......................................*
(14) Type of reporting person..................................IN
*See Item 5 below.
<PAGE>
The purpose of this amendment is to report 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. Items 3, 4 and 5 of the
Schedule 13D are amended and restated in their entirety as follows.
CUSIP No. 825066 30 1
Item 3. Source and Amount of Funds or Other Consideration
On January 8, 1997, SAH Holdings, L.P., acquired 126,036 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 $165,000. 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 January 8, 1997, SAH Holdings, L.P., acquired 126,036 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 2,887,540 <F2> (27.3%)
Right to Acquire 3,396,116 <F3> (25.1%)
ii. Sole Voting Power 1,383,656 <F4> (11.7%)
Shared Voting Power 5,448,400 <F5> (44.5%)
Sole Dispositive Power 5,815,596 <F6> (43.0%)
Shared Dispositive Power 468,060 <F7> (4.4%)
<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 2,781,940 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 468,060 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 January 1, 1997, it
had a right to convert to 535,556 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 535,556 shares which would be owned by Global if it converted
the Note on January 1, 1997.
<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: 2,781,940 shares owned by
SAH, 1,650,000 shares which would be owned by SAH if it exercises
its warrants, 881,516 shares owned by Cowell, 134,944 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 468,060 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, 2,781,940 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 535,556 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 1,016,460 <F8> (9.6%)
Right to Acquire 0 (0.0%)
ii. Sole Voting Power 0 (0.0%)
Shared Voting Power 5,448,400 <F9> (44.5%)
Sole Dispositive Power 413,456 <F10> (3.9%)
Shared Dispositive Power 603,004 <F11> (5.7%)
<F8> Made up of 881,516 owned by Cowell and 134,944 owned by the
Trust.
<F9> See Note (5) above.
<F10> Made up of the 881,516 shares owned by Cowell less the
468,060 shares subject to the option of SAH to purchase.
<F11> Made up of the 468,060 shares subject to the option of SAH
to purchase and 134,944 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 in the past
sixty days, except for the shares purchased by SAH Holdings, L.P.,
from Cowell described in Item 4.
<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 16, 1997 By: /S/ DAN JACKSON
Dan Jackson, President
<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 16,1997 By: /S/ DAN JACKSON
Dan Jackson, President
<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 20, 1997 /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 16, 1997 /S/ J.D. CLINTON
J.D. Clinton
