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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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)
November 5, 1997
November 11, 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. [ ]
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<TABLE>
<CAPTION>
CUSIP NO. - 825066 30 1
<S> <C>
(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).....................................................................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...............................................................................*
(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
</TABLE>
*See Item 5 below.
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<TABLE>
<CAPTION>
CUSIP NO. - 825066 30 1
<S> <C>
(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).....................................................................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
</TABLE>
*See Item 5 below.
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<TABLE>
<CAPTION>
CUSIP NO. - 825066 30 1
<S> <C>
(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).....................................................................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...............................................................................*
(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
</TABLE>
*See Item 5 below.
4
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<TABLE>
<CAPTION>
CUSIP NO. - 825066 30 1
<S> <C>
(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
</TABLE>
*See Item 5 below.
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The purpose of this amendment is to report the sale of certain shares
of Common Stock of Issuer by Mortgage Funding Corporation and the exercise of
certain warrants to acquire shares of Common Stock of Issuer by Global Network
Television, Inc. Items 4 and 5 of the Schedule 13D are amended and restated in
their entirety as follows.
CUSIP No. 825066 30 1
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 November 5, 1997, Mortgage Funding Corporation, a Tennessee
corporation wholly owned by J.D. Clinton, sold 100,000 shares of Common Stock of
the Issuer in a private transaction.
On November 11, Global Network Television, Inc., exercised certain
warrants and acquired a total of 200,000 shares of Common Stock from the Issuer
for a total purchase price of $227,000. The exercised warrants represent a
portion of the warrants issued to Global Network Television, Inc., by the Issuer
on August 6, 1993 and September 15, 1993 giving the holder the right to purchase
a total of 742,500 shares of Common Stock of the Issuer. The warrants expire on
June 30, 2001. The current exercise price is $1.135 per share and the exercise
price increases by 13.5% on each anniversary date of the issuance of the
warrant.
W. Paul Cowell has recently proposed the sale of 60,400 shares of
common stock held by him through his broker-dealer. As of the filing of this
Schedule 13D Amendment No. 11, none of the 60,400 shares had been sold.
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
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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
<TABLE>
<S> <C> <C> <C>
a. Beneficial Interest: SAH Holdings, L.P.
Global Network Television, Inc.
J.D. Clinton(1)
i. Owned 2,759,640(2) (23.6%)
Right to Acquire 2,670,560(3) (19.2%)
ii. Sole Voting Power 885,000(4) (7.2%)
Shared Voting Power 5,103,600(5) (38.1%)
Sole Dispositive Power 4,934,840(6) (35.4%)
Shared Dispositive Power 495,360(7) (4.2%)
</TABLE>
(1) 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.
(2) SAH is the owner of 2,399,840 shares; 126,500 are held by Clinton in his
individual name; 6,800 shares are owned by Clinton's wife; 206,000 shares are
owned by Global; and 20,500 are held by two Clinton family trusts.
(3) SAH holds warrants to purchase a total of 1,650,000 shares. Global holds
warrants to purchase a total of 542,500 shares. SAH has an option to acquire
468,060 shares from W. Paul Cowell ("Cowell"). Clinton has an option to acquire
10,000 shares from the Issuer.
(4) These shares are made up of the following: 542,500 shares which would be
owned by Global if it exercises its warrants, 206,000 shares owned by Global,
126,500 shares owned by Clinton, and 10,000 shares owned by Clinton if he
exercises his option.
(5) 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: 2,399,840 shares owned by
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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, and 10,000 shares owned by Cowell if he exercises an option issued
by the Issuer to purchase such shares. This joint voting agreement terminates
upon the purchase of the 468,060 shares from Cowell by SAH pursuant to its
option. In addition, Mr. Clinton shares the right to vote 6,800 shares owned by
his wife and 20,500 shares owned by the Clinton family trusts.
(6) These shares are made up of the following: 2,399,840 shares owned by SAH,
1,650,000 shares which would be owned by SAH if it exercises its warrants,
542,500 shares which would be owned by Global if it exercises its warrants,
206,000 shares owned by Global, 126,500 shares owned by Clinton, and 10,000
shares owned by Clinton if he exercises his option.
(7) Shares owned by Cowell for which an option has been granted to SAH, and
shares held by Clinton's wife and the family trusts.
<TABLE>
<S> <C> <C>
b. Beneficial Interest: W. Paul Cowell
i. Owned 1,026,460(8) (8.8%)
Right to Acquire 0 (0.0%)
ii. Sole Voting Power 0 (0.0%)
Shared Voting Power 5,076,300(9) (37.9%)
Sole Dispositive Power 423,456(10) (3.6%)
Shared Dispositive Power 603,004(11) (5.1%)
</TABLE>
(8) Made up of 881,516 owned by Cowell and 134,944 owned by the Trust, and
10,000 shares owned by Cowell if he exercises an option issued by the Issuer.
(9) All shares described in Note 5 above with the exception of the shares owned
by Clinton's wife and the Clinton family trusts.
(10) Made up of the 881,516 shares owned by Cowell less the 468,060 shares
subject to the option of SAH to purchase, and 10,000 shares subject to an option
of Mr. Cowell.
(11) 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
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past sixty days, except with respect to the transactions described
in Item 4. and in Amendment No. 10 to this Schedule 13D.
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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: November 19, 1997 By:/s/ Dan Jackson
--------------------------------
Dan Jackson, President
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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: November 19, 1997 By:/s/ Dan Jackson
---------------------------
Dan Jackson, President
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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: November 19, 1997 /s/ W. Paul Cowell
--------------------------
W. Paul Cowell
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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: November 19, 1997 /s/ J.D. Clinton
----------------------
J.D. Clinton
13
