HSN INC, 3, 1997-05-30

HSN INC
3, 1997-05-30
TELEVISION BROADCASTING STATIONS

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| FORM 3 | U.S. SECURITIES AND EXCHANGE COMMISSION
+--------+ WASHINGTON, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

Allen Paul G.
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(Last) (First) (Middle)

110 110th Avenue, N.E., Suite 550
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(Street)

Bellevue WA 98004
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(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year) 05/20/97
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Issuer Name and Ticker or Trading Symbol HSN, Inc. (HSNI)
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5. Relationship of Reporting Person to Issuer (Check all applicable)

[ ] Director [ ] Officer [ ] 10% Owner [X]* Other
(give title below) (specify below)

* The information set forth under "Explanation of Responses" of this Form 3
is hereby incorporated by reference herein.
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6. If Amendment, Date of Original (Month/Day/Year)
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TABLE I--NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1. Title 2. Amount of 3. Ownership Form: 4. Nature of
of Securities Bene- Direct (D) or Indirect Bene-
Security ficially Owned Indirect (I) ficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>

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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly. (Print or Type Responses)

<PAGE>

FORM 3 (continued)

TABLE II--DERIVATIVE SECURITIES BENEFICIALLY OWNED
(e.g., puts, calls, warrants, options, convertible securities)

<TABLE>
<CAPTION>
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1. Title of Derivative 2. Date Exer- 3. Title and Amount of Securities 4. Conversion 5. Ownership 6. Nature of In-
Security (Instr. 4) cisable and Underlying Derivative Security or Form of direct Bene-
Expiration (Instr. 4) Exercise Derivative ficial
Date Price Security: Ownership
(Month/Day/ of Direct (D) (Instr. 5)
Year) Derivative or In-
---------------------------------------------------- Security direct (I)
Date Expira- Amount or (Instr. 5)
Exer- tion Title Number of
cisable Date Shares
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<S> <C> <C> <C> <C> <C> <C> <C>

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</TABLE>
Explanation of Responses:

Upon the first closing of the Stock Exchange Agreement (the "Stock Exchange
Agreement"), dated May 20, 1997, by and between Mr. Allen and HSN, Inc. ("HSN"),
which is subject to specified conditions and is anticipated to close on or about
July 9, 1997, Mr. Allen would, among other things, acquire 7,238,507 shares of
common stock, par value $.01 per share, of HSN ("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). The acquisition of 7,238,507 shares of Common
Stock by Mr. Allen would represent approximately 16.70% of total outstanding
Common Stock, 13.52% of HSN's total outstanding equity interests and 4.97% of
HSN's total outstanding voting power. The foregoing calculations are 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, each entitled to one vote per
share, and 10,225,056 shares of Class B common stock, par value $.01 per share;
of HSN, each entitled to ten votes per share.

In connection with the Stock Exchange Agreement, Barry Diller, Mr. Allen
and Liberty Media Corporation ("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 agrees 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 to Liberty under arrangements with HSN
are outstanding).

**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.

/s/ Paul G. Allen May 30, 1997
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**Signature of Reporting Person Date
By: /s/ William D. Savoy
William D. Savoy, Attorney-In-Fact
for Paul G. Allen

NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY SIGNED. IF
SPACE PROVIDED IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE.

Exhibit Index
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1. Durable Special Power of Attorney, dated May 6, 1997, granted by
Paul G. Allen to William D. Savoy.

<PAGE>

Exhibit 1

DURABLE SPECIAL POWER OF ATTORNEY

I, PAUL G. ALLEN, as principal, do hereby appoint WILLIAM D. SAVOY as my
attorney-in-fact with full power and authority to do and perform all acts in my
name, place and stead as fully as I might do and perform as principal in
connection with my shareholdings of TICKETMASTER GROUP, INC, an Illinois
corporation, including, without limitation, the full power and authority to (i)
vote, pledge or sell such shares, (ii) in connection with any indebtedness of
Starwave Corporation to me, to modify any of the terms of repayment of such
indebtedness, (iii) negotiate and enter into or modify any shareholder agreement
or other agreement, and (iv) execute any and all documents and other instruments
reasonably necessary to effect the foregoing.

This power of attorney shall not be affected by my disability, incapacity
at law or uncertainty as to whether I am dead or alive. All acts done by my
attorney-in-fact during any period of my disability or incapacity at law or
uncertainty as to whether I am dead or alive shall have the same effect and
inure to my benefit and bind me or my guardian, heirs, beneficiaries, devisees,
legatees, personal representatives and successors as if I were alive, competent
and not disabled.

My attorney-in-fact shall have no power to act hereunder after August 1,
1997, but any act performed prior to that date shall be valid and continue to be
effective regardless of this termination date.

DATED at Bellevue, Washington, this 6 day of May, 1997.

/s/ Paul G. Allen
_______________________________
Paul G. Allen
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )

On this day personally appeared before me PAUL G. ALLEN, to me known to be
the individual described in and who executed the within and foregoing
instrument, and acknowledged that he executed the same as his free and voluntary
act and deed for the uses and purposes therein mentioned.

Given under my hand and official seal this 6 day of May, 1997.
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/s/ Francoise E. Barrett
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(Signature of Notary)

FRANCOISE E. BARRETT, Notary Public
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(Legibly Print or Stamp Name of Notary)
Notary public in and for the state of
Washington, residing at Snohomish
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My appointment expires November 1, 2000
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