SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
AMENDMENT NO. 4
to
SCHEDULE 14D-1(*)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
QVC, INC.
(Name of Subject Company)
QVC PROGRAMMING HOLDINGS, INC.
COMCAST CORPORATION
TELE-COMMUNICATIONS, INC.
(Bidders)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
747262 10 3
(CUSIP Number of Class of Securities)
Stanley L. Wang Stephen M. Brett
Comcast Corporation Tele-Communications, Inc.
1500 Market Street 5619 DTC Parkway
Philadelphia, PA 19102 Englewood, CO 80111
(215) 665-1700 (303) 267-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
------------------------
Copies to:
Dennis S. Hersch Frederick H. McGrath
Davis Polk & Wardwell Baker & Botts, L.L.P.
450 Lexington Avenue 885 Third Avenue
New York, NY 10017 New York, NY 10022
(212) 450-4000 (212) 705-5000
* This Statement also constitutes Amendment No. 5 to the Schedule 13D
filed by Tele-Communications, Inc. and Amendment No. 26 to the
Schedule 13D by Comcast Corporation in each case with respect to the
securities of the Subject Company.
QVC Programming Holdings, Inc., Comcast Corporation and
Tele-Communications, Inc. hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 filed with the Securities and Exchange Commission
on August 11, 1994 (as previously amended and supplemented the "Schedule
<PAGE>
14D-1"), with respect to Bidders' Offer to Purchase for cash all outstanding
shares of Common Stock and Preferred Stock of the Company.
Information contained in the Schedule 14D-1 as hereby amended
and supplemented with respect to Comcast, Liberty, TCI and the Purchaser and
their respective executive officers, directors and controlling persons is
given solely by such person, and no other person has responsibility for the
accuracy or completeness of information supplied by such other persons.
Capitalized terms used but not defined herein have the meanings
assigned to them in the Offer to Purchase and the Schedule 14D-1.
Item 10. Additional Information.
(b)-(c) The information set forth under "The Tender Offer
- -- 11. Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase
is hereby amended and supplemented to include the following information:
On August 23, 1994, the FCC granted special temporary authority
to the Purchaser to operate the Company's three domestic fixed-satellite earth
stations pending final action on the Purchaser's pending application for
transfer of control of the earth station licenses from the stockholders of the
Company to Purchaser. The Purchaser will also operate the Company's
FCC-authorized business radio station pursuant to conditional authority under
the FCC's rules pending final action by the FCC on the Purchaser's application
for transfer of control of the business radio license from the Company's
stockholders to the Purchaser.
On August 24, 1994, the FTC, pursuant to the HSR Act, issued
Requests for Additional Information ("Second Requests") regarding the proposed
purchase of Shares pursuant to the Offer to each of Ralph J. Roberts, as the
ultimate parent entity of Comcast, and the Company. A copy of the press
release of Comcast and the Company relating to the foregoing is attached
hereto as Exhibit (a)(10) and is hereby incorporated herein by reference, and
the foregoing description of such press release is qualified in its entirety
by reference to such Exhibit.
As previously disclosed, the Offer may not be consummated until
the waiting periods under the HSR Act applicable to both (i) the purchase of
Shares pursuant to the Offer and (ii) the acquisition by the Parent Purchasers
of the shares of the Purchaser and the Parent Contribution have expired. As a
result of the receipt of Second Requests, the waiting period under the HSR Act
applicable to the purchase of Shares pursuant to the Offer will be extended
until 11:59 P.M., New York City time, on the tenth day after substantial
compliance by Comcast. Thereafter, such waiting period can be extended only
by court order. The waiting period under the HSR Act applicable to the
acquisition by the Parent Purchasers of the shares of the Purchaser and the
Parent Contribution is currently scheduled to expire at 11:59 P.M., New York
City time, on Thursday, September 8, 1994. Prior to such date, the Antitrust
Division or the FTC may extend such waiting period by requesting additional
information or documentary material. If such request is made, the waiting
period will be extended until 11:59 P.M., New York City time, on the twentieth
day after substantial compliance with such request by each of the parties that
receives such a request. Thereafter, such waiting period can be extended only
by court order.
Item 11. Material to be Filed as Exhibits.
(a)(10) -- Text of Press Release issued by Comcast and the
Company on August 25, 1994.
SIGNATURE
After due 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.
Dated: August 25, 1994
QVC PROGRAMMING HOLDINGS, INC.
By: /s/ JULIAN A. BRODSKY
------------------------
Name: Julian A. Brodsky
Title: Vice Chairman
COMCAST CORPORATION
By: /s/ JULIAN A. BRODSKY
-------------------------
Name: Julian A. Brodsky
Title: Vice Chairman
TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
-----------------------
Name: Stephen M. Brett
Title: Executive Vice President
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
------ ----------- -------------
a.10 Text of Press Release issued
by Comcast and the Company on
August 25, 1994.
</DOCMENT>
Exhibit 99.a.10
FOR IMMEDIATE RELEASE
FEDERAL TRADE COMMISSION REQUESTS
ADDITIONAL INFORMATION FROM COMCAST AND QVC
Philadelphia, PA and West Chester, PA, --August 25, 1994-- Comcast Corporation
and QVC, Inc. announced today that the Federal Trade Commission has issued a
request to Comcast and QVC to provide additional information regarding the
proposed acquisition by Comcast and Liberty Media Corporation, a wholly-owned
subsidiary of Tele-Communications, Inc., of the stock of QVC pursuant to a
tender offer commenced on August 11th. The tender offer is being made through
an acquisition vehicle, QVC Programming Holdings, Inc., of which Comcast and
Liberty will own 57.4% and 42.6%, respectively, following consummation of the
tender offer. The request will extend the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act until 10 days after the requested
information is provided by Comcast.
In order to comply with the additional requirements of the
Hart-Scott-Rodino Act, each of Comcast and Liberty was required to file a
separate notification in connection with the contemplated ownership by Comcast
and Liberty of the tender offer acquisition vehicle, QVC Programming Holdings,
Inc. The waiting period applicable to that transaction currently is scheduled
to expire on Thursday, September 8, 1994. Prior to such date, the Antitrust
Division of the Department of Justice or the Federal Trade Commission may
extend the waiting period by requesting additional information. If a request
is made, the waiting period will be extended until 20 days after the requested
information is provided by all parties that receive the request.
The tender offer may not be consummated until each of the waiting
periods under the Hart-Scott-Rodino Act has expired.
Comcast Corporation is principally engaged in the development,
management and operation of cable communications networks. The Company's
consolidated and affiliated operations served approximately 3.0 million cable
subscribers at June 30, 1994. After completion of the acquisition of Maclean
Hunter's United States cable properties, Comcast's consolidated and prorated
affiliated operations will serve approximately 3.5 million cable subscribers,
making it the third largest cable operator in the country. Comcast provides
cellular telephone services in the Northeast United States to markets
encompassing a population in excess of 7.4 million. The Company also has
investments in cable programming, telecommunications systems, and
international cable and telephony franchises.
Comcast's Class A and Class A Special Common Stock are traded on The
Nasdaq Stock Market under the symbols CMCSA and CMCSK, respectively.
QVC, Inc. is the world's largest electronic retailer, reaching more
than 50 million homes across the Unites States and an additional 17 million
households through joint ventures in the United Kingdom and Mexico. QVC is
traded on The Nasdaq Stock Market under the symbol QVCN.
FOR FURTHER INFORMATION CONTACT:
Comcast Corporation
John R. Alchin
Senior Vice President and Treasurer
(215)981-7503
Kathleen B. Jacoby
Director, Investor Relations
<PAGE>
(215)981-7392
QVC, Inc.
Investors:
William F. Costello
Executive Vice President - Chief Financial Officer
(610)430-8938
Media:
Donald A. Van de Mark
Director of Corporate Communications
(610)429-5666
