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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
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 4, 2000
(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>
(1) Name of reporting person................................SAH Holdings, Ltd.
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....................................................Florida
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>
(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>
(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>
(1) Name of reporting person..............................Clinton Investments, Ltd.
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.........................................................Florida
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 distribution of certain
shares of Common Stock of the Issuer by SAH Holdings, Ltd., to its partners, and
the receipt of a portion of those shares by the Reporting Persons. This
amendment also reports that SAH Holdings, L.P., a Tennessee limited partnership,
and previously a Reporting Person, merged on January 3, 2000, with and into SAH
Holdings, Ltd., a Florida limited partnership. Accordingly, SAH Holdings, Ltd.,
is substituted as a Reporting Person. The merger was accomplished in order to
relocate the state of organization from Tennessee to Florida without any change
in ownership of the partners of SAH Holdings. This amendment also reports that
Clinton Investments, L.P., a Tennessee limited partnership, and previously a
Reporting Person, merged on January 3, 2000, with and into Clinton Investments,
Ltd., a Florida limited partnership. Accordingly, Clinton Investments, Ltd., is
substituted as a Reporting Person. The merger was accomplished in order to
relocate the state of organization from Tennessee to Florida without any change
in ownership of the partners of Clinton Investments.
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 4, 2000, SAH Holdings, Ltd., distributed a total of 611,360
shares of the total of 2,451,850 shares of the Common Stock of the Issuer then
owned by it. Of such 611,360 shares, a total of 248,640 were received by the
Reporting Persons and their affiliates as follows: 207,904 shares distributed to
Clinton Investments, Ltd.; 1,920 shares issued to Mary Susan Clinton (the wife
of J.D. Clinton), 29,216 shares issued to two Clinton Family Trusts; and 9,600
shares issued to Gatehouse Equity Management Corporation.
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
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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, Ltd.
Gatehouse Equity Management Corporation
J.D. Clinton(1)
<TABLE>
<S> <C> <C> <C>
i. Owned 2,522,856(2) (8.3%)
Right to Acquire 2,217,500(3) (6.8%)
ii. Sole Voting Power 4,671,875(4) (14.3%)
Shared Voting Power 68,481(5) (0.2%)
Sole Dispositive Power 4,671,875(6) (14.3%)
Shared Dispositive Power 68,481(7) (0.2%)
</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, Ltd. ("SAH"), a limited partnership.
Gatehouse is the sole general partner of Clinton Investments, Ltd. Clinton,
Gatehouse, Clinton Investments and SAH are reported as a group hereunder.
(2) SAH is the owner of 1,840,490 shares; 595,285 are held by Clinton
Investments; 9,320 shares are owned by Clinton's wife; 18,600 shares are held by
Gatehouse; and 59,161 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 1,840,490 shares held by SAH, 595,285 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.
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(5) Clinton shares the right to vote 9,320 shares owned by his wife and 59,161
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, Ltd.
By: GATEHOUSE EQUITY MANAGEMENT
CORPORATION, General Partner
Date: January 13, 2000 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.
GATEHOUSE EQUITY MANAGEMENT CORPORATION
Date: January 13, 2000 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 13, 2000 /s/ J.D. Clinton
-------------------------------
J.D. Clinton
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