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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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)
July 8, 1999
(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>
<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)............... 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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CUSIP NO. - 825066 30 1
<TABLE>
<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>
<S> <C> <C>
(1) Name of reporting person..... Gatehouse Equity Management Corporation
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>
<S> <C> <C>
(1) Name of reporting person.................. Clinton Investments, L.P.
S.S. or I.R.S. No. of
above person..................................... 62-1725775
(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 sale of 225,000 shares
of Common Stock of the Issuer by SAH Holdings, L.P., on July 8, 1999, pursuant
to the Registration Statement on Form S-3 filed by Issuer on May 25, 1999, as
amended. This amendment also reports the distribution of certain shares of
Common Stock of the Issuer by SAH Holdings, L.P., to its partners, and the
receipt of a portion of those shares by the Reporting Persons. This amendment
also reports the receipt of certain of shares by Clinton Investments, L.P., in
consideration of the execution of a personal guaranty by J.D. Clinton of
certain indebtedness related to the Issuer, and the making a charitable gift by
Clinton Investments, L.P., of certain shares of such stock. This amendment also
adds Gatehouse Equity Management Corporation as a Reporting Person. Gatehouse
Equity Management Corporation is the same corporation as Global Network
Television, Inc., previously included as a Reporting Person, and only the
corporate name of the corporation has been changed.
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.
In March, 1999, SAH Holdings, L.P., distributed a total of 191,050
shares of the total of 2,867,900 shares of the Common Stock of the Issuer then
owned by it. Of such 191,050 shares, a total of 77,700 were received by the
Reporting Persons and their affiliates as follows: 64,655 shares distributed to
J.D. Clinton which have been transferred by him to Clinton Investments, L.P.;
600 shares issued to Mary Susan Clinton (the wife of J.D. Clinton), 9,445
shares issued to two Clinton Family Trusts; and 3,000 shares issued to
Gatehouse Equity Management Corporation.
In March, 1999, Clinton Investments, L.P., made a charitable
contribution of 5,000 shares of the Common Stock of the Issuer to a charity. On
December 2, 1998, Mr. Clinton was issued an option to purchase 10,000 shares of
Common Stock of the Issuer for a price of $6.969 per share. This option was
issued to Mr. Clinton as a director of the Issuer, and at the same time each of
the directors of the Issuer was issued the same option. On January 1, 1998, Mr.
Clinton was issued an option to purchase 5,000 shares of Common Stock of the
Issuer for a price of $3.75 per share. This option was also issued to Mr.
Clinton as a director of the Issuer, and the same option was issued to each of
the directors at the same time.
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In September, 1998, Clinton Investments, L.P., was issued a total of
11,226 shares in consideration of the execution of a personal guaranty on a
loan to SATH-Partners, LLC, a Tennessee limited liability company, which
undertook to use such funds to construct new office and studio facilities for
the Company in Nashville, Tennessee. In September, 1998, the Issuer acquired
the entire equity interest in SATH-Partners, LLC, paid off its loan and
compensated Mr. Clinton for his personal guaranty by the issuance of such
shares pursuant to a agreement between SATH-Partners, LLC, and Mr. Clinton.
On July 8, 1999, SAH Holdings, L.P., sold 225,000 shares of the Common
Stock of the Issuer in a public offering pursuant to a Registration Statement
on Form S-3 filed by the Issuer (Registration No. 333-79247) on May 25, 1999,
as amended by Amendment No. 1 on May 27, 1999, by Amendment No. 2 on June 11,
1999, and by Amendment No. 3 on July 1, 1999.
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.
Gatehouse Equity Management
Corporation
J.D. Clinton(1)
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<TABLE>
<S> <C> <C> <C>
i. Owned 2,885,576(2) (9.6%)
Right to Acquire 2,217,000(3) (6.9%)
ii. Sole Voting Power 5,065,731(4) (15.7%)
Shared Voting Power 37,345(5) (0.1%)
Sole Dispositive Power 5,065,731(6) (15.7%)
Shared Dispositive Power 37,345(7) (0.1%)
</TABLE>
(1) Clinton is the sole shareholder of Gatehouse Equity Management Corporation
(formerly Global Network Television, Inc.) ("Gatehouse"), and Gatehouse is
the sole general partner of SAH Holdings, L.P. ("SAH"), a limited
partnership. Gatehouse is the sole general partner of Clinton Investments,
L.P. Clinton, Gatehouse, Clinton Investments and SAH are reported as a
group hereunder.
(2) SAH is the owner of 2,451,850 shares; 387,381 are held by Clinton
Investments; 7,400 shares are owned by Clinton's wife; 9,000 shares are
held by Gatehouse; and 29,945 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 options to acquire 25,000 shares from the Issuer.
(4) These shares are made up of 2,451,850 shares held by SAH, 387,382 shares
held by Clinton Investments, warrants held by SAH to purchase 1,650,000
shares of Common Stock of the Issuer, warrants held by Clinton Investments
to purchase 542,500 such shares, and options held Clinton to purchase
25,000 such shares.
(5) Clinton shares the right to vote 7,400 shares owned by his wife and 29,945
shares owned by the Clinton family trusts.
(6) Same shares listed in Note 4.
(7) Same shares listed in Note 5.
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.
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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.
CLINTON INVESTMENTS, L.P.
By: GATEHOUSE EQUITY MANAGEMENT
CORPORATION, General Partner
Date: July 21, 1999 By: /s/ Dan Jackson
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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.
GATEHOUSE EQUITY MANAGEMENT
CORPORATION
Date: July 21, 1999 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: July 21, 1999 /s/ J.D. Clinton
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J.D. Clinton
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