SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 20)
QVC, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
747262 10 3
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(CUSIP Number)
Stanley L. Wang, Esq.
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102
Tel. No. (215) 981-7510
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 21, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class
Page 1
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 747262 10 3
_________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
COMCAST CORPORATION
23 - 1709202
_________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
_________________________________________________________________
(3) SEC Use Only
_________________________________________________________________
(4) Source of Funds
BK, WC
_________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
_________________________________________________________________
(6) Citizenship or Place of Organization
Pennsylvania
_________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 22,883,801 Shares
Owned by
Each Reporting (9) Sole Dispositive Power 0 Shares
Person
With (10) Shared Dispositive Power 22,883,801 Shares
_________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
22,883,801 Shares (consisting of 8,627,934 Shares held by
Comcast directly, 4,000,000 Shares previously
reported to be held by Barry Diller and
10,255,867 held by Liberty Media Corporation,
a Delaware corporation ("Liberty") which may
be deemed to be beneficially owned by Comcast
as part of a group with Liberty under Rule
13d-5 of the Act. See Item 5.)
_________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
Excludes shares of Common Stock beneficially owned by the
Executive Officers and Directors of Comcast. The Reporting
Person disclaims beneficial ownership of all such shares. See
Item 5.
_________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
46.4% See Item 5.
_________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 20)
Statement Of
COMCAST CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
QVC, INC.
This Report on Schedule 13D relates to the common
stock, par value $.01 per share (the "Common Stock"), of QVC,
Inc. (formerly, "QVC Network, Inc."), a Delaware corporation (the
"Company"). The Report on Schedule 13D originally filed by
Comcast Corporation, a Pennsylvania corporation ("Comcast" or the
"Reporting Person"), as most recently amended by Amendment No. 19
thereto, dated as of July 13, 1994 (as amended, the "Schedule
13D"), is hereby amended and supplemented as set forth below.
The Reporting Person filed Amendment Nos. 7 through 18 of the
Schedule 13D as a member of a Reporting Group with Barry Diller
and Liberty Media Corporation, a Delaware corporation
("Liberty"). Comcast, which may be deemed to be part of a
"group" with Barry Diller and as part of another "group" with
Liberty (in each case within the meaning of Rule 13d-5 under the
Act), has elected to file this Report separately and not as part
of a joint filing with Mr. Diller or Liberty. All information
regarding Barry Diller and Liberty is provided to the best
knowledge of Comcast but is without verification. All
capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
Item 2 of the Schedule 13D is hereby amended and
supplemented to include the following information:
This Report is being filed by Comcast. As a result of
the Stockholders Agreement to which Comcast and Barry Diller
currently are parties, as previously described in the Schedule
13D, Comcast and Mr. Diller may be deemed to be a group within
the meaning of Rule 13d-5 under the Act. As a result of the
Letter Agreement, dated July 21, 1994 between Comcast and Liberty
(the "Letter Agreement"), Comcast and Liberty may be deemed to be
a group within the meaning of Rule 13d-5 under the Act.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
Page 5
Item 3 of the Schedule 13D is hereby amended and
supplemented to include the following information:
The funds to be used by Comcast to purchase shares of
Common Stock (as described in Item 4 below) are expected to be
provided from bank financing to be arranged and from Comcast's
available cash on hand.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Item 4 of the Schedule 13D is hereby amended and
supplemented to include the following information:
On July 12, 1994, Comcast delivered the QVC Proposal to
acquire all of the outstanding shares of the Company in a merger
(the "Merger") for a combination of cash and Comcast securities
having a combined value of $44 per share. On July 21, 1994,
Comcast executed the Letter Agreement which modified the QVC
Proposal and notified the Company of an offer (the "Offer") being
made jointly by Comcast and Liberty which provides for the
acquisition of all of the outstanding Common Stock not held by
Comcast and Liberty for $44 in cash.
Pursuant to the terms of the Letter Agreement, Comcast
and Liberty agree to make the Offer jointly. Comcast and Liberty
presently contemplate that the Company will be the surviving
corporation in the Merger, with one or more wholly-owned
subsidiaries of the respective parties to the Letter Agreement
merging into the Company. Comcast and Liberty agree to work
together to arrange the financing required for the Merger,
including one or more margin credit facilities.
In connection with the making of the Offer, Comcast and
Liberty have agreed to make available, directly or indirectly,
all shares of the Company's capital stock (or rights to acquire
such shares), held, directly or indirectly, by each of them
(other than, with respect to Liberty, any such shares held by
Tele-Communications, Inc. ("TCI"), Sioux Falls, L.P. and Lenfest
Communications, Inc. (collectively, the "Exempt Shares")), to a
mutually acceptable entity or entities (either existing or newly
formed) for purposes of the Offer. In addition, Comcast has
agreed that it will contribute to such entity an amount of cash
equal to (i) the amount necessary to exercise all warrants to
acquire the Company's common stock held by Comcast (or at
Comcast's election, to exercise such warrants prior to such
contribution) and (ii) $229 million in cash (to be credited to
the purchase of the Company's shares at $44 per share) to such
entity in connection with the financing of the Offer. Based upon
the parties' relative stock ownership of the Company's
securities, following such contributions and the Merger, Comcast
and Liberty have agreed that the equity interests in the
surviving corporation in the Merger will be owned 57.4% by
Comcast and 42.6% by Liberty.
Following the Merger, the charter and by-laws of the
Company will provide that matters submitted to the board of
directors or to the shareholders of the Company shall be
Page 6
determined by a majority vote of the directors or shareholders,
as the case may be. The charter will also provide that without
the consent of Liberty, the Company may not take or cause to be
taken any of the actions set forth on Schedule I to the Letter
Agreement. Each of Comcast and Liberty have agreed that each of
them will be entitled to cause its shares of the Company to be
registered under the Securities Act of 1933 in the manner set
forth in Schedule II to the Letter Agreement, subject to a right
of first refusal by the other party. All other transfers (except
to majority-owned affiliates that have agreed to bound by all of
the terms of the definitive agreement referred to below) will be
subject to a right of first refusal by the other party.
Comcast and Liberty have agreed that the detailed terms
of the Offer contemplated by the Letter Agreement will be
reflected in a definitive agreement between Comcast and Liberty.
The obligations of Comcast and Liberty under the Letter Agreement
are conditioned upon the receipt of all necessary government and
agency approvals required for the consummation of the
transactions contemplated therein, including, but not limited to,
compliance with all securities laws and the termination of all
applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
The obligations of Comcast and Liberty under the Letter
Agreement terminate on the earliest of (i) September 20, 1994, in
the event that the Stockholders Agreement shall not have been
terminated, (ii) the date on which either Comcast or Liberty
notifies the other that it elects to terminate the agreement
because the parties have not been able to resolve a disagreement
concerning a material decision with respect to the Offer, and
(iii) September 20, 1994, if a definitive merger agreement with
the Company has not theretofore been executed or the parties have
not theretofore commenced a cash tender offer.
The description contained herein of the Letter
Agreement is qualified in its entirety by reference to the Letter
Agreement itself, a copy of which is filed as Exhibit 99.46
hereto and is incorporated by reference herein.
Notwithstanding anything contained herein, Comcast
reserves the right, depending on other relevant factors to
purchase additional securities of the Company or to change its
intention with respect to any and all of the matters as referred
to in Item 4 of this Report.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
Item 5 is hereby amended and supplemented to include
the following information:
(a) As of the date hereof, the beneficial ownership by
Comcast of equity securities of the Company, the total amounts
thereof now outstanding and the percentage of said ownership are
set forth in the table below. Except as noted therein, such
table: (i) includes all of the Company's securities as to which
Comcast has sole voting power or sole investment power and all
Page 7
such securities as to which Comcast shares voting power or shares
investment power; (ii) assumes that there is no exercise by the
Company of its right to require Comcast to sell certain of the
securities held by it to the Company in the event that certain
carriage requirements related to the Company's programming are
not met (the "Company Repurchase Rights"); and (iii) assumes the
exercise of all Warrants, the conversion of all shares of
Preferred Stock (all of which are presently exercisable or
convertible) beneficially owned by Comcast and the adjustment of
the number of shares of the Company's Common Stock that would be
outstanding subsequent to such exercise or conversion.
According to the Company's Quarterly Report on Form 10Q
for the Quarter ended April 30, 1994, the number of shares of the
Common Stock which were issued and outstanding was 40,214,097.
Registered No. of Shares Adjusted %
Equity Beneficially Shares to be Beneficially
Securities Owned Outstanding owned
----------- -------------- ------------ ------------
Comcast Common Stock 8,627,934(1,2) 42,634,597 20.2%
(1) The shares of Preferred Stock beneficially owned by Comcast
may be subject to Company Repurchase Rights. The Company Repurchase
Rights relating to the Preferred Stock are exerciseable until 2004.
(2) Includes 720,500 shares of Common Stock issuable upon the
conversion of 72,050 shares of Preferred Stock and 1,700,000 shares of
Common Stock issuable upon the exercise of certain Warrants. Does not
include any shares of Common Stock which may be considered beneficially
owned by Comcast as a result of the relationship of Mr. Brian L.
Roberts, Mr. Ralph J. Roberts or Sural Corporation to Comcast. Also
excludes shares of Common Stock beneficially owned by the Executive
Officers and Directors of Comcast and Sural. Does not include any shares
of Common Stock beneficially owned by Barry Diller, who may be deemed to
be part of a group with Comcast within the meaning of Rule 13d-5 under
the Act. Mr. Diller has previously reported on Schedule 13D beneficial
ownership of 4,000,000 shares of Common Stock (which includes options to
purchase 3,000,000 shares of Common Stock which are presently
exercisable) and Liberty has previously reported on Schedule 13D
beneficial ownership of 10,255,867 shares of Common Stock (which includes
372,866 shares of Series B and Series C Preferred Stock presently
convertible into 3,728,660 shares of Common Stock) which if deemed to be
beneficially owned by Comcast would result in Comcast having beneficial
ownership of 22,883,801 Shares of Common Stock or about 46.4%.
To the knowledge of Comcast, the number of shares of
Common Stock beneficially owned by its executive officers,
directors and controlling persons listed on Schedule 1 to the
Schedule 13D (beneficial ownership of which shares is disclaimed
by Comcast) is set forth below:
Page 8
No. of Shares of Common
Individual Stock Beneficially Owned
---------- ------------------------
Ralph J. Roberts 5,000(3)
Brian L. Roberts 750
Daniel Aaron 1,500
Irving A. Wechsler 12,000
Sheldon M. Bonovitz 1,500(4)
Suzanne F. Roberts 5,000(5)
Anne Wexler 500
(3) Excludes 5,000 shares beneficially owned by Mr. Roberts'
wife, as to which shares Mr. Roberts disclaims beneficial
ownership.
(4) Excludes 6,500 shares owned (reduced from 7,800 shares in
sales on the open market on July 23, 1993 and July 27, 1993) by
certain trusts of which Mr. Bonovitz serves as trustee and 1,000
shares beneficially owned (reduced from 1,700 shares in a sale on
the open market on July 27, 1993) by Mr. Bonovitz' wife, as to
which shares Mr. Bonovitz disclaims beneficial ownership.
(5) Excludes 5,000 shares beneficially owned by Mrs. Roberts'
husband, as to which shares Mrs. Roberts disclaims beneficial
ownership.
(b) Pursuant to the Letter Agreement, Liberty has an agreement
with Comcast with respect to the disposition or voting of the outstanding
equity securities of the Company and Comcast has shared beneficial
ownership of Common Stock beneficially owned by Liberty.
(c) Robert B. Clasen acquired his shares in an open market
transaction on April 14, 1994 for a price of $39.00 per share. Anne Wexler
acquired her shares in an open market transaction on February 17, 1994 for
a price of $51.75 per share. Information regarding the shareholdings of
Jerome Purcell (previously reported in this Schedule 13D) has been deleted
from this Item 5 because Jerome Purcell is no longer a person whose
shareholdings must be reported on Schedule 13D as he is no longer an
employee of Comcast. Gustave Amsterdam, his wife, and his wife's
corporation sold their shareholdings in the Company (previously reported in
this Schedule 13D) in a series of open market transactions over the period
from May 20, 1992 through December 23, 1992.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO THE
SECURITIES OF THE ISSUER
---------------------------------------
Item 6 is hereby supplemented and amended to include
the following information:
The information contained in Item 4 is incorporated
herein by reference.
Each of Comcast and Liberty has agreed that from the
date of execution of the Letter Agreement until the consummation
Page 9
of the transactions contemplated thereunder, or the termination
of the obligations of the parties under the Letter Agreement, it
will (i) vote all shares of the Company's capital stock owned by
it, directly or indirectly, in favor of the Merger and the
related matters provided for in the Merger Agreement (as defined
in the Letter Agreement), (ii) not sell or dispose of any shares
of the Company's capital stock (or rights to acquire such shares)
owned by it or enter into any agreement, arrangement or
understanding with any other person the effect of which is to
limit or restrict its right to vote such shares in accordance
with the terms of the Letter Agreement, and (iii) not enter into
any agreement, arrangement or understanding with any person with
respect to the purchase, sale or voting of shares of the Company.
The terms described in this paragraph become effective as to
Comcast only upon the termination of the Stockholders Agreement,
which Comcast has agreed to use its best efforts to obtain within
thirty (30) days of the date of execution of the Letter
Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Item 7 of the Schedule 13D is hereby supplemented and
amended by adding the following information thereto:
99.46 Letter Agreement dated July 21, 1994 between
Comcast Corporation and Liberty Media
Corporation.
99.47 Press Release dated July 21, 1994 of Comcast
Corporation and Liberty Media Corporation.
Page 10
SIGNATURE
---------
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information in this statement is true, complete and correct.
Dated: July 22, 1994
COMCAST CORPORATION
By: /s/ Julian A. Brodsky
---------------------
Name: Julian A. Brodsky
Title: Vice Chairman
Page 11
EXHIBIT INDEX
PAGE NUMBER
IN SEQUENTIALLY
EXHIBIT NUMBER TITLE NUMBERED STATEMENT
-------------- ------------------------------ ------------------
99.46 Letter Agreement dated July 21, 1994 of
Comcast Corporation and Liberty Media
Corporation.
99.47 Press Release dated July 21, 1994 of
Comcast Corporation and Liberty Media
Corporation.
EXHIBIT 99.46
COMCAST CORPORATION
1500 Market Street
Philadelphia, PA 19102-4735
July 21, 1994
LIBERTY MEDIA CORPORATION
8101 East Prentice Avenue
Suite 500
Denver, Colorado 80111
Gentlemen:
This letter confirms our mutual agreement with
respect to the proposed acquisition of all of the outstanding
equity securities of QVC, Inc. ("QVC") not presently owned by
you and us, as well as certain related matters. On July 12,
1994 Comcast Corporation ("Comcast") offered to acquire all of
the outstanding shares of QVC in a merger (the "Merger") for
cash and Comcast securities having a combined value of $44 per
share. Upon the execution and delivery of this agreement, we
will notify QVC that a new offer (the "Offer") is being made
jointly by Comcast and Liberty, and that we are revising the
terms of the previous offer to provide that in the Merger each
share of QVC common stock would be acquired for $44 in cash.
1. Structure of Offer. Comcast and Liberty agree
to make the Offer jointly. All material decisions with
respect to the Offer must be unanimous. Both Comcast and
Liberty agree to use their reasonable best efforts, acting in
good faith, to resolve, on a mutually acceptable basis, any
disagreements they may have with respect to such material
decisions. If they cannot so resolve any such disagreements,
then either party may terminate this agreement pursuant to
paragraph 11 below.
The parties hereto presently contemplate that QVC
will be the surviving corporation in the Merger, with one or
more wholly-owned subsidiaries of the respective parties
merging into QVC. The parties agree to work together to
arrange the financing required for the Merger, as heretofore
proposed by Comcast, including one or more margin credit
facilities.
In connection with the making of the Offer, Comcast
and Liberty agree to make available, directly or indirectly,
all shares of QVC capital stock (or rights to acquire such
shares), held, directly or indirectly, by each of them (other
than, with respect to Liberty, any such shares held by Tele-
Communications, Inc. ("TCI"), Sioux Falls, L.P. and Lenfest
Communications, Inc. (collectively, the "Exempt Shares")), to
a mutually acceptable entity or entities (either existing or
newly formed) for purposes of the Offer. In addition, Comcast
agrees that it will contribute to such entity an amount of
cash equal to (i) the amount necessary to exercise all
warrants to acquire QVC common stock held by Comcast (or at
Comcast's election, to exercise such warrants prior to such
contribution) and (ii) $229 million in cash (to be credited to
the purchase of QVC shares at $44 per share) to such entity in
connection with the financing of the Offer (the "Comcast
Additional Contribution"). Based upon the parties' relative
stock ownership of QVC securities, following such
contributions and the Merger, the parties agree that the
equity interests in the surviving corporation in the Merger
will be owned 57.4% by Comcast and 42.6% by Liberty. The
parties acknowledge and agree that the business combination of
TCI and Liberty shall not result in the shares of capital
stock of QVC owned directly or indirectly by TCI on the date
hereof becoming subject to the terms of this agreement nor
shall such shares be deemed to be directly or indirectly owned
by Liberty.
2. Post-Merger Structure. Following the Merger,
the charter and by-laws of QVC will provide that matters
submitted to the board of directors or to the shareholders of
QVC shall be determined by a majority vote of the directors or
shareholders, as the case may be. The charter will also
provide that without the consent of Liberty, QVC may not take
or cause to be taken any of the actions set forth on Schedule
I hereto. Each of Comcast and Liberty agree that each of them
will be entitled to cause its shares of QVC to be registered
under the Securities Act of 1933 in the manner set forth in
Schedule II hereto, subject to a right of first refusal by the
other party. All other transfers (except to majority-owned
affiliates that agree to be bound by all of the terms of the
definitive agreement referred to below) will be subject to a
right of first refusal to the other party. The foregoing
provisions will be included in a definitive agreement prepared
and executed by the parties hereto as soon as practicable
following the Merger.
3. Representations and Warranties of Comcast.
Comcast represents and warrants to Liberty that: (a) Comcast
is a corporation duly organized, validly existing and in good
standing under the laws of the Commonwealth of Pennsylvania,
and has full power and authority to execute, deliver and
perform this agreement and the performance of Comcast's
obligations hereunder have been duly authorized by all
necessary action (corporate or other) on the part of Comcast;
2
(b) this agreement has been duly executed and delivered by
Comcast and, assuming the due execution and delivery thereof
by Liberty is a valid and binding obligation of Comcast,
enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting
the rights of creditors generally and by general principles of
equity; (c) the execution and delivery of this agreement and
the performance of Comcast's obligations hereunder will not
(i) require the consent, approval or authorization of, or any
registration, qualification or filing with, any governmental
agency or authority or any other person or (ii) conflict with
or result in a material breach or violation of (A) any
material agreement to which Comcast is a party or (B) assuming
expiration of all applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), without objection to the transactions
contemplated hereby by the DOJ or the FTC, any applicable law
or regulation; (d) there is no litigation, governmental or
other proceeding, investigation or controversy pending or, to
Comcast's knowledge, threatened against Comcast relating to
the transactions contemplated by this agreement; and (e)
except for filings under the HSR Act, no consent, approval or
authorization of, nor any registration, qualification or
filing with, any governmental agency or authority or any other
person is required in order for Comcast to execute, deliver or
perform this agreement.
4. Representations and Warranties of Liberty.
Liberty represents and warrants to Comcast that: (a) Liberty
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has full
power and authority to execute, deliver and perform this
agreement and the performance of Liberty's obligations
hereunder have been duly authorized by all necessary action
(corporate or other) on the part of Liberty; (b) this
agreement has been duly executed and delivered by Liberty and,
assuming the due execution and delivery thereof by Comcast, is
a valid and binding obligation of Liberty, enforceable in
accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting the rights of creditors
generally and by general principles of equity; (c) the
execution and delivery of this agreement and the performance
of Liberty's obligations hereunder will not (i) require the
consent, approval or authorization of, or any registration
qualification or filing with, any governmental agency or
authority or any other person or (ii) conflict with or result
in a material breach or violation of (A) any material
agreement to which Liberty is a party or (B) assuming
expiration of all applicable waiting periods under the HSR Act
without objection to the transactions contemplated hereby by
the DOJ or the FTC, any applicable law or regulation; (d)
3
Liberty has previously made filings (and the applicable
waiting period has expired) under the HSR Act with respect to
the acquisition of up to 49.9% of the shares of common stock
of QVC; (e) there is no litigation, governmental or other
proceeding, investigation or controversy pending or, to
Liberty's knowledge, threatened against Liberty relating to
the transactions contemplated by this agreement; and (f)
except for filings under the HSR Act, no consent, approval or
authorization of, nor any registration, qualification or
filing with, any governmental agency or authority or any other
person is required in order for Liberty to execute, deliver or
perform this agreement.
5. Covenants of Liberty and Comcast. Each of
Liberty and Comcast agree that from the date hereof until the
consummation of the transactions contemplated hereby, or the
termination of this agreement, it will (i) vote all shares of
QVC capital stock owned by it, directly or indirectly, in
favor of the Merger and the related matters provided for in
the Merger Agreement (as defined below) (ii) not sell or
dispose of any shares of QVC capital stock (or rights to
acquire such shares) owned by it or enter into any agreement,
arrangement or understanding with any other person the effect
of which is to limit or restrict its right to vote such shares
in accordance with the terms of this agreement; and (iii) not
enter into any agreement, arrangement or understanding with
any other person with respect to the purchase, sale or voting
of shares of QVC; provided, however, that as to Comcast, this
Section 5 shall become effective only upon the termination of
its stockholders agreement with Barry Diller, dated July 12,
1993, as amended, which termination Comcast agrees to use its
best efforts to obtain within thirty (30) days of the date
hereof; provided, further, that with respect to Liberty the
foregoing shall not apply to the Exempt Shares.
6. QVC Merger. Comcast and Liberty agree that
they will use their respective reasonable best efforts to
proceed to negotiate a definitive merger agreement (the
"Merger Agreement") with QVC based upon the draft thereof
dated July 19, 1994, a copy of which has been furnished to
Liberty.
7. Mutual Covenants. Each of Comcast and Liberty
agree: (a) to use all reasonable efforts to cause the
transactions contemplated by this agreement to be consummated
as promptly as practicable; (b) upon consummation of the
Merger, to cooperate in good faith to cause QVC and HSN to
pursue jointly business opportunities outside the United
States and Canada; and (c) that following consummation of the
Merger neither Comcast nor Liberty shall be under any
obligation (legal or otherwise) to offer to QVC or any other
party any business opportunity which any of them may now or
thereafter desire to pursue.
4
8. Regulatory Approvals. The obligations of the
parties under this agreement will be conditioned upon the
receipt of all necessary government and agency approvals
required for the consummation of the transactions contemplated
hereby, including, but not limited to, compliance with all
securities laws and the termination of all applicable waiting
periods under the HSR Act.
9. Fees and Expenses. All costs and expenses
incurred in connection with this agreement and the
transactions contemplated hereby (other than any costs and
expenses related to the Comcast Additional Contribution) shall
be paid or reimbursed by QVC following the Merger, and before
then, paid by the party incurring such expenses (except for
financing and financial advisory fees which shall be borne
equally by the parties).
10. Governing Law. This letter shall be governed
by and construed in accordance with the substantive law of the
State of New York.
11. Termination. The obligations of the parties
hereunder shall terminate on the earliest of (i) September 20,
1994, in the event that Comcast shall not have terminated the
stockholders agreement referred to in Section 5, (ii) the date
on which one party hereto notifies the other that it elects to
terminate this agreement because the parties have not been
able to resolve a disagreement concerning a material decision
with respect to the Offer, as provided in paragraph 1 above,
and (iii) September 20, 1994, if the Merger Agreement has not
theretofore been executed or the parties have not theretofore
commenced a cash tender offer. If a party terminates this
agreement pursuant to subparagraph (i) or (ii) above, such
terminating party shall be free to sell, dispose of, vote at
any meeting of QVC shareholders (but not give any proxy or to
enter into any voting agreement or hold its QVC stock as it
chooses, but such terminating party may not join with,
encourage, solicit or assist any competing bidder for QVC so
long as the non-terminating party is actively pursuing the
Merger, other than to sell its QVC stock to such competing
bidder in a cash tender offer, on the final day of such tender
offer, that is part of an acquisition proposal that has been
valued by the market higher than the then-current offer being
made by the non-terminating party, if such terminating party
chooses to do so; provided however, that in the event Comcast
sells any of its QVC shares or agrees to vote with any person
(other than Barry Diller pursuant to the Stockholders
Agreement referred to in Section 5), then this agreement shall
terminate as to Liberty notwithstanding anything to the
contrary contained herein.
5
12. Binding Obligation. It is understood that this
letter agreement constitutes a legally binding obligation of
the parties hereto. The parties acknowledge and agree that
the proposed business combination of TCI and Liberty shall not
constitute a sale or transfer of the shares of QVC capital
stock held by Liberty.
Very truly yours,
COMCAST CORPORATION
By: __________________________
Name:
Title:
Agreed to:
LIBERTY MEDIA CORPORATION
By: ______________________
Name:
Title:
6
SCHEDULE I
MANAGEMENT STRUCTURE
MANAGEMENT The Management Committee of QVC, Inc. (the
COMMITTEE: "Company") will be comprised of three
representatives appointed by Comcast and one
representative appointed by Liberty who shall be
reasonably acceptable to Comcast. One
additional representative of any other existing
shareholder of QVC may also be appointed with
Comcast's and Liberty's consent, which person
shall be reasonably acceptable to Comcast and
Liberty.
DAY-TO-DAY The day-to-day operations of the Company
MANAGEMENT: will be managed by Comcast.
SIGNIFICANT The Company shall not engage in any of
TRANSACTIONS: the following transactions or take any of the
following actions unless approved in advance by
Liberty:
(i) any transaction or action which would
result in the Company (x) conducting or
engaging in any business other than the
Primary Business, (y) participating
(whether by means of a management,
advisory, operating, consulting or
similar agreement or arrangement) in a
business other than the Primary Business,
or (z) having any record or beneficial
equity interest, either as a principal,
trustee, stockholder, partner, joint
venturer or otherwise, in any Person not
primarily engaged in the Primary Business
(a "Restricted Person"); provided
however, that the beneficial ownership
for investment purposes of ten percent
(10%) or less of the equity of any such
Restricted Person shall not constitute a
violation of this clause; the term
"Primary Business" shall mean the
business of (x) marketing of goods or
services over any electronic media (other
than principally entertainment
programming) and (y) any activities
ancillary thereto or vertically
integrated therewith (including, without
limitation, manufacturing, production,
warehousing and distribution of such
goods and services and customer
financing);
(ii) any transaction not in the ordinary
course of business, launching new or
additional channels or engaging in any
new field of business, in each case,
which would result in, or would have a
reasonable likelihood of resulting in,
Liberty or any of its affiliates being
required (pursuant to any law, statute,
rule, regulation, order or judgement
promulgated or issued by any court of
competent jurisdiction or the United
States government or any Federal
governmental, regulatory, or
administrative authority or agency or
tribunal) to divest itself of its Company
securities, or interests therein, or any
other assets of such entity, or which
would render such entity's continued
ownership of such stock or assets illegal
or subject to the imposition of a fine or
penalty or which would impose material
restrictions or limitations on such
entity's full rights of ownership
(including, without limitation, voting)
thereof or therein;
(iii) the disposition, directly or indirectly
by the Company (or any subsidiary
thereof) in a transaction or series of
transactions not in the ordinary course
of business of the Company or any
subsidiary of the Company, of a material
amount of the assets of the Company or
any such subsidiary (to be defined in the
definitive agreements), except for
pledges, grants of security interests,
security deeds, mortgages or similar
encumbrances securing bona fide
indebtedness;
(iv) the merger or consolidation of the
Company (except a merger between a
wholly-owned subsidiary and the Company
where the Company is the surviving entity
of such merger and where there is no
change in any class or series of
outstanding capital stock of the Company)
or the dissolution or liquidation of the
Company;
(v) any amendments to the Certificate of
Incorporation or By-Laws of the Company;
(vi) the issuance, grant, offer, sale,
acquisition, redemption or purchase by
the Company of any shares of its capital
stock or other equity securities, or any
securities convertible into, or options,
warrants or rights of any kind to
subscribe to or acquire, any shares of
its capital stock or other equity
securities; any split-up, combination or
reclassification of the capital stock of
the Company or the entering into of any
contract, agreement, commitment or
arrangement with respect to any of the
foregoing, except that the Company may
issue an aggregate of up to 1% of its
capital stock (at any time outstanding)
pursuant to employee stock options
granted to employees on or after the
closing and repurchase stock or options
from present or former employees;
(vii) the amendment or modification of any
outstanding options, warrants or rights
to acquire, or securities convertible
into, shares of the capital stock or
other securities of the Company or of any
outstanding stock option or stock
purchase plans or agreements;
(viii) the filing by the Company (or any
material subsidiary thereof) of a
petition under the Bankruptcy Act or any
other insolvency law, or the admission in
writing of its bankruptcy, insolvency or
general inability to pay its debts;
(ix) except with the consent of Liberty (such
consent not to be unreasonably withheld),
the commencement or settlement of
litigation or arbitration which is other
than in the ordinary course of business
and is likely to have a material impact
on the Company and its subsidiaries;
taken as a whole;
(x) the entering into by the Company or any
of its subsidiaries of material
contracts, except any such contract which
is connected with carrying on the Primary
Business; and
(xi) (a) without the consent of Liberty, such
consent not to be unreasonably withheld,
any transactions between the Company or
any of its affiliates and Comcast or any
of its affiliates or associates, other
than transactions between Comcast and its
affiliates or associates and the Company
and its affiliates that are on arms-
length terms (which Comcast shall advise
Liberty of) and (b) agreements between
the Company or its affiliates and Comcast
or its affiliates or associates relating
to carriage of the Primary Business which
are on terms no more favorable than those
granted to Liberty and its affiliates.
CORPORATE Neither party (nor the directors, officers,
OPPORTUNITIES: members of the Management Committee, employees
or agents of the Company or any subsidiary who
are also directors, officers, employees or
agents of either party) shall be obligated to
present any corporate opportunity to the Company
or its subsidiaries and each such party shall be
free to pursue such opportunity for its sole
benefit.
SCHEDULE II
Following the Merger, each of Comcast and Liberty shall be
entitled to three demand registrations with respect to their
stock of QVC pursuant to customary registration rights agreements
to be included in the definitive agreement referred to in
paragraph 2 of the letter agreement. Prior to the time QVC is a
publicly-traded company, the rights of first refusal shall be
exercised based upon a projected initial public offering price of
QVC common stock as determined by three investment bankers (one
chosen by Comcast, one chosen by Liberty and, if they cannot
agree, by a third independent investment banker chosen by the
first two investment bankers).
EXHIBIT 99.47
FOR IMMEDIATE RELEASE
COMCAST AND LIBERTY MEDIA
AGREE TO PURSUE JOINT BID FOR QVC
_______________________________
OFFER REVISED TO ALL CASH
_______________________________
Philadelphia, Pennsylvania and Denver, Colorado -- July 21,
1994: Comcast Corporation and Liberty Media Corporation
announced that Liberty has agreed to join with Comcast in
making a joint offer to acquire in a merger all of the
outstanding shares of QVC, Inc. for $44 per share in cash.
If Comcast and Liberty ultimately acquire all remaining QVC
shares, Comcast and Liberty would own approximately 57% and
43% respectively, of QVC.
Comcast and Liberty have agreed that if a merger
with QVC is consummated, QVC would be managed by Comcast.
Representatives of Comcast and Liberty met this
morning with representatives of QVC to advise QVC of the
Comcast-Liberty agreement and the revised all cash offer.
Comcast and Liberty also advised QVC of their willingness to
expedite the receipt of the cash consideration by QVC's
shareholders.
Comcast Corporation is principally engaged in the
development, management and operation of cable
communications networks. Comcast's consolidated and pro-
rated affiliated operations served approximately 3.0 million
cable subscribers at March 31, 1994. After completion of the acquisition of
Maclean Hunter's United States cable properties, Comcast's consolidated
and pro-rated 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. Comcast 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.
Liberty, its affiliates and companies in which it
holds investments operate cable television systems serving
an aggregate of approximately 3.2 million subscribers in 30
states. The Company's programming interests include BET,
The Family Channel, Encore, Starz!, Home Shopping Club, QVC,
Court TV, X*PRESS and regional and national sports networks.
Liberty's Class A Common Stock, Class B Common
Stock and Class E, 6% Cumulative Redeemable Exchangeable
Junior Preferred Stock is traded on The Nasdaq Stock Market
under the symbols of LBTYA, LBTYB and LBTYP, respectively.
* * *
FOR FURTHER INFORMATION CONTACT:
Comcast Corporation
2
John R. Alchin
Senior Vice President and Treasurer
(215) 981-7503
Liberty Media Corporation
Vivian Carr
Vice President - Investor Relations
(303) 721-5406
[Name] 2 [Date]
Washington, D.C. 20006
