SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 5
to
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement (Pursuant to Section 13(e)
of the Securities Exchange Act of 1934)
QVC, INC.
(Name of Issuer)
QVC, INC.
QVC PROGRAMMING HOLDINGS, INC.
COMCAST CORPORATION
TELE-COMMUNICATIONS, INC.
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value per share
(Title of Class of Securities)
747262 10 3
(CUSIP Number of Class of Securities)
------------------
<TABLE>
<S> <C> <C>
Neal S. Grabell Stanley L. Wang Stephen M. Brett
QVC, Inc. Comcast Corporation Tele-Communications, Inc.
1365 Enterprise Drive 1500 Market Street 5619 DTC Parkway
West Chester, PA 19380 Philadelphia, PA 19102 Englewood, CO 80111
(610) 430-1000 (215) 665-1700 (303) 267-5500
</TABLE>
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
<TABLE>
<S> <C> <C>
Pamela S. Seymon Dennis S. Hersch Frederick H. McGrath
Wachtell, Lipton, Rosen & Katz Davis Polk & Wardwell Baker & Botts, L.L.P.
51 West 52nd Street 450 Lexington Avenue 885 Third Avenue
New York, NY 10019 New York, NY 10017 New York, NY 10022
(212) 403-1000 (212) 450-4000 (212) 705-5000
</TABLE>
<PAGE>
August 11, 1994
(Date Tender Offer First Published,
Sent or Given to Securityholders)
QVC Programming Holdings, Inc., Comcast Corporation,
Tele-Communications, Inc. and QVC, Inc. hereby amend and supplement their Rule
13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and
Exchange Commission on August 11, 1994 (as previously amended and supplemented
the "Schedule 13E-3"), with respect to Bidders' Offer to Purchase for cash all
outstanding shares of Common Stock and Preferred Stock of QVC.
Information contained in the Schedule 13E-3 as hereby amended
and supplemented with respect to Comcast, Liberty, TCI, the Purchaser and
the Company 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 shall have the
meaning assigned to them in the Schedule 13E-3.
Item 4. Terms of the Transaction.
The answer to Items 10(c) and 10(f) of Amendment No. 5 to the
Schedule 14D-1 is incorporated herein by reference.
Item 16. Additional Information.
The answer to Items 10(c) and 10(f) of Amendment No. 5 to the
Schedule 14D-1 is incorporated herein by reference.
Item 17. Material to be Filed as Exhibits.
(d)(11) -- Text of Press Release issued by Comcast and Liberty on
September 7, 1994.(*)
____________
* Incorporated by reference to Amendment No. 5 to the Schedule 14D-1.
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: September 7, 1994
QVC, INC.
<PAGE>
By: /s/ NEAL S. GRABELL
Name: Neal S. Grabell
Title: Senior Vice President,
General Counsel and
Corporate Secretary
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
(d)(11) Text of Press Release issued by Comcast and Liberty on
September 7, 1994.(*)
___________________
* Incorporated by reference to Amendment No. 5 to the Schedule 14D-1.
