Shop at Home Files for Secondary Offering


Shop at Home Inc. has offered to sell nearly 9 million
shares of stock in an effort to raise $105 million to purchase television stations and
launch a new Internet site.

Shop at Home filed documents last week with the U.S.
Securities and Exchange Commission, registering 8.85 million shares at a price of $10.18

Shop at Home shares, which have been on a roller-coaster
ride for the past several months, dipped to $8.63 May 26, two days after the offering was

The company said the money would be used to pay down a $20
million bridge loan expected to be used to purchase WBPT-TV, a Bridgeport, Conn., UHF
station; to develop, launch and promote its Web site; to buy more
television stations; and for other corporate purposes.

Of the shares, 8 million are being offered by Shop at Home,
and 850,000 by certain selling stockholders of the company.

Prudential Securities Inc. is the lead manager, and
BancBoston Robertson Stephens; Friedman, Billings, Ramsey Group Inc.; SunTrust Equitable
Securities Corp.; and Morgan Keegan & Co. Inc. are co-managers.

Although it has posted some significant revenue growth in
the past few years -- increasing sales from $21.7 million in 1994 to $100.5 million in
1998 and $110.4 million for the nine months ended March 31 -- Shop at Home has struggled
to find its niche among shopping channels.

Unlike category leaders QVC Inc., which is owned by Comcast
Corp., and Home Shopping Network, which is owned by USA Networks Inc., Shop at Home lacks
a cable ownership connection, and it has had difficulty getting carriage on many cable

In fact, the WBPT-TV deal is contingent upon the station
winning carriage on cable systems with at least 900,000 subscribers.

According to its prospectus, Shop at Home's cable
affiliate systems reach about 52 million households in North America, mostly through Shop
at Home's five company-owned broadcast stations' must-carry status.

Only about 8.9 million subscribers get Shop at Home
full-time, primarily in the San Francisco; Boston; Houston; Cleveland; Raleigh, N.C.;
Bridgeport, Conn.; and Nashville, Tenn., markets.

The WBPT-TV buyout will give the company an inroad to the
lucrative New York metropolitan area, which should boost its cable availability.

But cable carriage, while important, is not the only growth
engine for the company.

Shop at Home also has high hopes for its new collectibles
Web site,

The company plans to launch in the
fall, and the site will focus mainly on items such as sports memorabilia, coins and other
collectible items.