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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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 2, 1998
(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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CUSIP NO. - 825066 30 1
<TABLE>
<CAPTION>
<S> <C> <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)......................................................................AF
(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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CUSIP NO. - 825066 30 1
<TABLE>
<CAPTION>
<S> <C> <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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CUSIP NO. - 825066 30 1
<TABLE>
<CAPTION>
<S> <C> <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.
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CUSIP NO. - 825066 30 1
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Name of reporting person.........................................................Clinton Investments, L.P.
S.S. or I.R.S. No. of
above person...................................................................................Applied For
(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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The purpose of this amendment is to report the exercise of certain
options by SAH Holdings, L.P. ("SAH Holdings"), to acquire shares of Common
Stock of the Issuer from W. Paul Cowell ("Cowell"). This amendment also
deletes Cowell as a member of the reporting group. This amendment also
reports the transfer of certain shares of Common Stock and warrants to
purchase Common Stock of the Issuer from Global Network Television, Inc.
("Glob- al"), to Clinton Investments, L.P. ("Clinton Investments"). This
amendment also adds Clinton Investments as a member of the reporting group.
Item 2 is amended by adding thereto the following information:
AFFILIATE OF THE GENERAL PARTNER OF SAH HOLDINGS, L.P.
(a) Name Clinton Investments, L.P.
(b) Address INSOUTH Bank Building
111 South Washington
Brownsville, Tennessee 38012
(c) Occupation Not Applicable
(d) Criminal Convictions None
(e) Civil Proceedings/
Securities Laws None
(f) Citizenship Tennessee
Items 4 and 5 of the Schedule 13D are amended and restated in their
entirety as follows.
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 2, 1998, SAH Holdings, L.P., exercised an option to purchase
468,060 shares of Common Stock of the Issuer from Cowell for a total purchase
price of $700,000 ($1.50 per share). This option had been granted under the
terms of agreement between Cowell and SAH Holdings dated August 6, 1993.
Originally, the option covered a total of 1,250,000 shares of Common Stock of
the Issuer. SAH Holdings has periodically exercised its right to acquire these
shares, and the exercise of the option to purchase the 468,060 shares, reported
herein, constitutes the purchase of all of the remaining shares subject to the
option. Funds for this acquisition came from a loan to SAH Holdings from Clinton
Investments, and
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Clinton Investments obtained the funds from a capital contribution to that
partnership made by J.D. Clinton.
Under the agreement between Cowell and SAH Holdings, whereby Cowell
granted the above described option, the parties agreed to vote their shares
together on issues regarding the election of the members of the Board of
Directors. This joint voting agreement terminated by its terms on January 2,
1998, upon the purchase of all shares remaining subject to the option.
Accordingly, since SAH Holdings and Cowell have no current agreement with
respect to the voting together of their shares, Cowell is deleted as a member of
the reporting group.
On December 30, 1997, Global transferred 206,000 shares of the Issuer
to Clinton Investments and Global also transferred to Clinton Investments
warrants to purchase 542,500 shares of Common Stock of Issuer. On the same date,
Clinton transferred 126,500 shares of Common Stock to Clinton Investments. These
are pro forma transfers only between two entities controlled by Clinton without
monetary consideration. Clinton is the sole shareholder of Global, and Global is
the sole general partner of Clinton Investments, with Clinton being the limited
partner.
On December 31, 1997, the Board of Directors of the Issuer voted to
increase the size of the Board from six (6) to eight (8) members, and nominated
the current Board members and two new members (Daniel Sullivan and Patricia
Mitchell) for election by the shareholders.
On December 31, 1997, the Board of Directors of the Issuer voted to
recommend that the shareholders approve an amendment to the Charter of the
Issuer which would authorize the issuance of up to 30,000,000 shares of
Non-Voting Common Stock. The Board has not indicated any present intention to
issue any or all of such shares if the amendment to the Issuer's Charter is
approved.
On January 14, 1998, the Issuer filed a Registration Statement on Form
S-1 with the Commission covering a total of 7,500,000 shares of its Common Stock
(plus an additional 1,125,000 shares for the underwriter's over-allotment) and
$60 million of the Issuer's Senior Notes. The principal use of the proceeds of
this issuance is to make television station acquisitions.
Clinton plans to request the Board of Directors to recommend to the
shareholders an amendment to the Charter of the Issuer providing that the terms
of the directors will be for staggered three (3) year terms. At present, all
directors are elected for one year terms. If adopted, this charter amendment
could have the effect of impeding a change of control of the Issuer.
Except as stated above, or as disclosed in Item 5 below, none of the
reporting persons has any present plans or proposals which
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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(1)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
i. Owned 3,227,700(2) (27.5%)
Right to Acquire 2,202,000(3) (15.8%)
ii. Sole Voting Power 5,402,400(4) (38.7%)
Shared Voting Power 27,300(5) (0.2%)
Sole Dispositive Power 5,402,400(6) (38.7%)
Shared Dispositive Power 27,300(7) (0.2%)
</TABLE>
(1) Clinton is the sole shareholder of Global, and Global is the sole general
partner of SAH Holdings, L.P. ("SAH"), a limited partnership. Global is the sole
general partner of Clinton Investments. Clinton, Global, Clinton Investments and
SAH are reported as a group hereunder.
(2) SAH is the owner of 2,867,900 shares; 332,500 are held by Clinton
Investments; 6,800 shares are owned by Clinton's wife; and 20,500 are held by
two Clinton family trusts.
(3) SAH holds warrants to purchase a total of 1,650,000 shares. Clinton
Investments holds warrants to purchase a total of 542,000 shares. Clinton has an
option to acquire 10,000 shares from the Issuer.
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(4) These shares are made up of the following: 2,867,900 shares owned by SAH
Holdings; 1,650,000 shares which would be owned by SAH Holdings if it exercises
its warrants, 542,000 shares which would be owned by Clinton Investments if it
exercises its warrants, 332,500 shares owned by Clinton Investments, and 10,000
shares owned by Clinton if he exercises his option.
(5) Clinton shares the right to vote 6,800 shares owned by his wife and 20,500
shares owned by the Clinton family trusts.
(6) Shares listed in Note 4.
(7) Shares held by Clinton's wife and the family trusts.
b. 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
as described herein or in previous amendments 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: January 20, 1998 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: January 20, 1998 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: January 15, 1998 /s/ J.D. Clinton
-----------------------------
J.D. Clinton
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