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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of
1934
(Amendment No. 1)
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Shop at Home, Inc.
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(Name of Registrant as Specified In Its Charter)
C. Michael Norton, Wyatt, Tarrant & Combs, 1500 Nashville City
Center, Nashville, Tennessee 37219
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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is calculated and state how it was determined):
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February 25, 1998
To the Shareholders of
Shop at Home, Inc.
Dear Shareholder:
On February 13, 1998, Shop at Home, Inc. (the "Company") distributed to
its shareholders a Proxy Statement with regard to its annual meeting of
shareholders to be held on March 6, 1998. One of the items to be voted on at
that meeting is a proposal to change the terms of members of the Board of
Directors from one year to staggered three year terms. A part of that proposal
calls for an amendment to the Company's Charter to provide that Directors may be
removed by a vote of the shareholders for cause. Management proposed these
changes because it believed that they would provide for continuity and stability
in the Board's leadership and policies, particularly in the event of an
unsolicited tender offer.
The Company is currently in the process of registering additional
securities in connection with the proposed acquisition of certain television
station properties from Global Broadcasting Systems, Inc. One of the states in
which we have sought registration (California) has a strict policy with regard
to "shareholder democracy" rights and indicates that it is not prepared to clear
our registration unless our Directors can be removed by vote of the shareholders
with or without cause. Because of this requirement, the Board of Directors has
voted to rescind its recommendation to the shareholders and to remove this
matter from the agenda for the March 6 meeting. Accordingly, the staggered terms
proposal in the Proxy Statement will not be taken up at the meeting and votes in
regard to that proposal will not be computed. As a result, all nominees for
membership on the Board of Directors will be for one year terms, until the next
annual meeting of shareholders and until their successors are elected and
qualify.
In addition, the agenda for the shareholders meeting includes an item
giving the Board of Directors the right, for a period of 180 days, to file the
documents necessary to effect a 1:2 reverse stock split. If this proposal were
to have been made effective by the Board, each two shares of Common Stock of the
Company would have been automatically converted to one share. The Board
considered this proposal as a means of possibly increasing the market price of
its stock to above $5.00. Management of the Company has considered the
possibility of applying for listing on the Nasdaq National Market (the Company
is presently traded on the Nasdaq SmallCap Market), which has a minimum share
price of $5.00 required for listing. Management believes that such a listing
would have the effect of increasing the marketability and liquidity of its
Common Stock. Since making this proposal, management has received a number of
comments from its shareholders suggesting that a reduction by one-half of the
number of shares of the Company available in the market may have the effect of
reducing the
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liquidity of the stock. The Board of Directors has decided to heed these
suggestions, and has also voted to affirmatively rescind its earlier action and
to delete any consideration of the reverse stock split from the agenda for the
shareholders meeting. Accordingly, that matter will not be taken up and any
votes cast on that item by proxy will not be computed.
We appreciate the input from our shareholders and the continuing
interest in our Company.
Sincerely,
/s/ George J. Phillips
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George J. Phillips
Vice President and General Counsel
Shop at Home, Inc.
P.O. Box 12600
Knoxville, TN 37912
Phone: 423-688-0300
Fax: 423-689-5069
NASDAQ: SATH
