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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)(1)
HSN, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
40429R 10 9
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(CUSIP Number)
With a copy to:
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William D. Savoy Alvin G. Segel
Vulcan Northwest, Inc. Irell & Manella LLP
110 110th Avenue, N.E. 1800 Avenue of the Stars
Suite 550 Suite 900
Bellevue, Washington 98004 Los Angeles, California 90067
Tel: (206) 453-1940 Tel: (310) 277-1010
Fax: (206) 453-1985 Fax: (310) 203-7199
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 17, 1997
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(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 |_|.
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 40429R 10 9 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul G. Allen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER: 7,411,007 shares.
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 7,411,007 shares.
REPORTING ------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,411,007 shares.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 17.03%.
Because shares of Class B common stock ("Class B Stock") of HSN,
Inc. ("HSN") are entitled to ten (10) votes per share while shares
of common stock ("Common Stock") of HSN is entitled to one (1) vote
per share, upon the first closing on July 17, 1997 of the Stock
Exchange Agreement entered into by and between Mr. Allen and HSN,
dated May 20, 1997 (the "Stock Exchange Agreement"), Mr. Allen may
be deemed to beneficially own shares representing 5.08% of the
voting power of the outstanding HSN securities (based on information
supplied by HSN to Mr. Allen that, as of May 1, 1997, there were
outstanding 36,094,593 shares of Common Stock and 10,225,056 shares
of Class B Stock).
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14 TYPE OF REPORTING PERSON*:
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 6 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 IS HEREBY AMENDED BY ADDING THE
FOLLOWING PARAGRAPH:
Upon the first closing of the Stock Exchange Agreement on
July 17, 1997, Mr. Allen was issued 7,238,507 shares of
Common Stock which, together with 172,500 shares of Common
Stock previously purchased by Mr. Allen through open market
transactions, represents approximately 17.03% of HSN's total
outstanding Common Stock, 13.79% of HSN's total outstanding
equity interests and, because shares of Class B Stock are
entitled to ten (10) votes per share while the Common Stock
of HSN is entitled to one (1) vote per share, 5.08% of HSN's
total outstanding voting power (based on information supplied
by HSN to Mr. Allen that, as of May 1, 1997, there were
outstanding 36,094,593 shares of Common Stock and 10,225,056
shares of Class B Stock).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
ITEM 6 IS HEREBY AMENDED BY ADDING THE
FOLLOWING PARAGRAPHS:
On May 20, 1997, Mr. Allen and HSN entered into the Stock
Exchange Agreement, pursuant to which, among other things,
Mr. Allen agreed to acquire from HSN 7,238,507 shares of
Common Stock (and up to an additional 3,257,328 shares of
Common Stock to be issued in August 1998 if the average
market price of the Common Stock over certain periods prior
to such time is below $29 per share) in exchange for
12,283,014 shares of common stock, no par value, of
Ticketmaster Group, Inc. The full text of the Stock Exchange
Agreement was included as Exhibit 1 to this Schedule 13D
originally filed with the Securities and Exchange Commission
on May 29, 1997 (the "Original Filing") and is incorporated
herein by reference.
Upon the first closing of the Stock Exchange Agreement on
July 17, 1997, Mr. Allen was issued 7,238,507 shares of
Common Stock.
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Page 4 of 6 Pages
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In connection with the Stock Exchange Agreement, Barry
Diller, Mr. Allen and Liberty entered into a Stockholders
Agreement, dated May 20, 1997 (the "Stockholders Agreement"),
pursuant to which, among other things, each of Mr. Diller and
Liberty agreed to vote all shares of voting stock of HSN over
which he or it may then exercise voting power, at any annual
or special meeting of stockholders of HSN called for the
purpose of the election of directors or to execute written
consents of stockholders without a meeting with respect to
the election of directors, in favor of Mr. Allen or a
designee of Mr. Allen acceptable to HSN, so long as Mr. Allen
is entitled to representation on HSN's Board of Directors
under the Stock Exchange Agreement.
The Stockholders Agreement will terminate (as will Mr.
Allen's right under the Stock Exchange Agreement to
representation on HSN's Board of Directors) upon the earlier
of (i) the disposition by Mr. Allen and his permitted
transferees of one-third or more of the shares of Common
Stock acquired by Mr. Allen under the Stock Exchange
Agreement, or (ii) if Mr. Allen and his permitted transferees
own less than 5% of HSN's outstanding equity securities
(assuming for this purpose that all HSN equity securities
issuable under the Liberty Agreements, as defined in the
Stock Exchange Agreement, are outstanding). The full text of
the Stockholders Agreement was included as Exhibit 2 to the
Original Filing and is incorporated herein by reference.
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Page 5 of 6 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 7 IS HEREBY AMENDED BY ADDING THE
FOLLOWING PARAGRAPHS:
Stock Exchange Agreement, dated May 20, 1997, by and between
Paul G. Allen and HSN, Inc. -- Incorporated by reference from
Exhibit 1 to this Schedule 13D originally filed with the
Securities and Exchange Commission on May 29, 1997;
Stockholders Agreement, dated May 20, 1997, by and between
Paul G. Allen, Barry Diller and Liberty Media Corporation
--Incorporated by reference from Exhibit 2 to this Schedule
13D originally filed with the Securities and Exchange
Commission on May 29, 1997;
Durable Special Power of Attorney, dated May 6, 1997, granted
by Paul G. Allen to William D. Savoy -- Incorporated by
reference from Exhibit 3 to this Schedule 13D originally
filed with the Securities and Exchange Commission on May 29,
1997.
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Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 22, 1997
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(Date)
Paul G. Allen
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By: /s/ William D. Savoy
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William D. Savoy, Attorney-In-Fact
for Paul G. Allen
Note: Durable Special Power of Attorney, dated May 6, 1997, granted by Paul
G. Allen to William D. Savoy was included as Exhibit 3 to the Original
Filing and is incorporated herein by reference.