0000315066-95-003114.txt : 19950920 0000315066-95-003114.hdr.sgml : 19950920 ACCESSION NUMBER: 0000315066-95-003114 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950919 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER KING COMMUNICATIONS INC CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44411 FILM NUMBER: 95574819 BUSINESS ADDRESS: STREET 1: 12425 28TH ST NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 BUSINESS PHONE: 8135730339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D 1 EFFECTIVE DATE - AUGUST 31, 1995 - SILVER KING COMMUNICATIONS INCORPORATED SCHEDULE 13D Amendment No. Silver King Communications Incorporated common stock Cusip # 827740101 Filing Fee: Yes Cusip # 827740101 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: PF Item 6: Commonwealth of Massachusetts Item 7: 160,300 Item 8: None Item 9: 390,600 Item 10: None Item 11: 390,600 Item 13: 6.01% Item 14: HC PREAMBLE The filing of this Schedule 13D is not, and should not be deemed to be, an admission that such Schedule 13D is required to be filed. See the discussion under Item 2. Item 1. Security and Issuer. This statement relates to shares of the common stock, $0.00 par value (the "Shares") of Silver King Communications Incorporated, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 12425 28th Street, North, St.Petersburgh, Florida. Item 2. Identity and Background. This statement is being filed by FMR Corp., a Massachusetts Corporation ("FMR"). FMR is a holding company one of whose principal assets is the capital stock of a wholly-owned subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is an investment advisor which is registered under Section 203 of the Investment Advisors Act of 1940 and which provides investment advisory services to more than 30 investment companies which are registered under Section 8 of the Investment Company Act of 1940 and serves as investment advisor to certain other funds which are generally offered to limited groups of investors (the "Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly- owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, serves as trustee or managing agent for various private investment accounts, primarily employee benefit plans and serves as investment adviser to certain other funds which are generally offered to limited groups of investors (the "Accounts"). Various directly or indirectly held subsidiaries of FMR are also engaged in investment management, venture capital asset management, securities brokerage, transfer and shareholder servicing and real estate development. The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston, Massachusetts 02109. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp.Mr. Johnson 3d is Chairman of FMR Corp. The business address and principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto. The Shares to which this statement relates are owned directly by two of the Fidelity Funds, and six of the Accounts. The name, residence or business address, principal occupation or employment and citizenship of each of the executive officers and directors of FMR are set forth in Schedule A hereto. Within the past five years, none of the persons named in this Item 2 or listed on Schedule A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Fidelity Funds which own or owned Shares purchased in the aggregate 315,300 Shares for cash in the amount of approximately $7,328,658, including brokerage commissions. The Fidelity Funds used their own assets in making such purchase and no part of the purchase price is represented by borrowed funds. Proceeds from 85,000 Shares sold aggregated approximately $1,090,198. The attached Schedule B sets forth Shares purchased and/or sold since July 15, 1995. The Accounts of FMTC which own or owned Shares purchased in the aggregate 160,300 Shares for cash in the amount of approximately $5,513,283, including brokerage commissions. Except as described below, the Accounts used their own assets in making such purchase and no part of the purchase price is represented by borrowed funds. Of the 167,600 Shares of common stock owned by one Account as of September 12, 1995, 167,600 Shares were purchased on margin pursuant to a typical customer margin agreement with Bear, Stearns & Co. In addition, of the 100,900 Shares of common stock owned by a different Account as of such date, 100,900 Shares were purchased on margin pursuant to a typical customer margin agreement with Bear, Stearns & Co. Of the 47,300 Shares of common stock owned by one Account as of such date, 47,300 Shares were purchased on margin pursuant to a typical customer margin agreement with Goldman Sachs & Co. Proceeds from 0 Shares sold aggregated approximately $0. The attached Schedule B sets forth Shares purchased and/or sold since July 15, 1995. Item 4. Purpose of Transaction. The purpose of Fidelity and FMTC in having the Fidelity Funds and the Accounts purchase Shares is to acquire an equity interest in the Company in pursuit of specified investment objectives established by the Board of Trustees of the Fidelity Funds and by the investors in the Accounts. Fidelity and FMTC, respectively, may continue to have the Fidelity Funds and the Accounts purchase Shares subject to a number of factors, including, among others, the availability of Shares of sale at what they consider to be reasonable prices and other investment opportunities that may be available to the Fidelity Funds and Accounts. Fidelity and FMTC, respectively, intend to review continuously the equity position of the Fidelity Funds and Accounts in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, Fidelity may determine to cease making additional purchases of Shares or to increase or decrease the equity interest in the Company by acquiring additional Shares, or by disposing of all or a portion of the Shares. Neither Fidelity nor FMTC has any present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale of transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's common stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act. Item 5. Interest in Securities of Issuer. FMR, Fidelity, and FMTC, beneficially own all 390,600 Shares. (a) FMR beneficially owns, through Fidelity, as investment advisor to the Fidelity Funds, 230,300 Shares, or approximately 3.54% of the outstanding Shares of the Company, and through FMTC, the managing agent for the Accounts, 160,300 Shares, or approximately 2.47% of the outstanding Shares of the Company. Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to the best knowledge of FMR, any of the persons name in Schedule A hereto, beneficially owns any other Shares. The combined holdings of FMR, Fidelity, and FMTC, are 390,600 Shares, or approximately 6.01% of the outstanding Shares of the Company. (b) FMR, through its control of Fidelity, investment advisor to the Fidelity Funds, and the Funds each has sole power to dispose of the Shares. Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of the 230,300 Shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the Shares under written guidelines established by the Funds' Board of Trustees. FMR, through its control of FMTC, investment manager to the Accounts, and the Accounts each has sole dispositive power over 160,300 Shares and sole power to vote or to direct the voting of 160,300 Shares, and no power to vote or to direct the voting of 0 Shares owned by the Accounts. (c) Except as set forth in Schedule B, neither FMR, or any of its affiliates, nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has effected any transaction in Shares during the past sixty (60) days. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Other than the margin agreements described in Item 3 above and except as described in the following paragraph, neither FMR nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has any joint venture, finder's fee, or other contract or arrangement with any person with respect to any securities of the Company. The Funds and Accounts may from time to time own debt securities issues by the Company, and may from time to time purchase and/or sell such debt securities. Item 7. Material to be Filed as Exhibits. Not Applicable. This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. 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. FMR Corp. DATE: September 19, 1995 By: /s/Arthur Loring Arthur Loring Vice President-Legal SCHEDULE A The name and present principal occupation or employment of each executive officer and director of FMR Corp. are set forth below. The business address of each person is 82 Devonshire Street, Boston, Massachusetts 02109, and the address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. POSITION WITH PRINCIPAL NAME FMR CORP. OCCUPATION Edward C. Johnson 3d President, Chairman of the Director, CEO Board and CEO, FMR Chairman & Mng. Director J. Gary Burkhead Director President-Fidelity Caleb Loring, Jr. Director, Director, FMR Mng. Director James C. Curvey Director, Sr. V.P., FMR Sr. V.P. William L. Byrnes Vice Chairman Vice Chairman, FIL Director & Mng. Director Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l Counsel Counsel, FMR Mark Peterson Exec. Exec. V.P.-Management V.P.-Management Resources Resources, FMR Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief Chief Financial Financial Officer, Officer FMR SCHEDULE B Silver King Communications Incorporated Two Fidelity Fund(s) purchased Shares since July 15, 1995 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor. DATE SHARES PRICE 07-26-95 10,000 $16.50 08-02-95 5,000 17.25 08-25-95 138,100 34.80 08-30-95 29,500 33.21 SCHEDULE B Silver King Communications Incorporated One Fidelity Fund(s) sold Shares since July 15, 1995 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor. DATE SHARES PRICE 09-05-95 3,000 $35.50 SCHEDULE B Silver King Communications Incorporated Four Account(s) purchased Shares since July 15, 1995 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor. DATE SHARES PRICE 08-07-95 1,700 $21.25 08-28-95 50,000 35.96 08-30-95 35,900 36.29 08-31-95 26,000 36.35 09-06-95 19,800 34.90 09-08-95 700 34.88 09-11-95 10,000 33.75 09-11-95 6,500 33.47