As filed with the Securities and Exchange Commission on August 17, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
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) 655-1700 (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 TELEPHONE: (212) 450-4000 (212) 705-5000
</TABLE>
This Statement is filed in connection with (check appropriate box):
a. ( ) The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1993.
b. ( ) The filing of a registration statement under the Securities Act of
1993.
c. (X) A tender offer
d. ( ) None of the above
<PAGE>
Check the following box if the soliciting materials or information statement
referred to in checking box(a) are preliminary copies: ( )
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$1,497,046,264 $299,409.00
* For purposes of calculating the filing fee only. The Transaction
Valuation amount assumes the purchase of all of the outsanding shares of
Common Stock and Preferred Stock of QVC, Inc. at $46.00 and $460.00 per
share, respectively (assuming the exercise of all vested options to
purchase shares but excluding certain shares owned by subsidiaries of
Comcast Corporation and Tele-Communications, Inc. that will not be tendered
into the offer). The amount of the filing fee is 1/50th of one percent of
the Transaction Valuation.
(X) Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $299,409.00
Form of Registration No.: Schedule 14D-1
Filing Party: QVC Programming Holdings, Inc., Comcast Corporation and
Tele-Communications, Inc.
Date Filed: August 11, 1994
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 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 (as hereby amended).
Item 3. Past Contacts, Transactions or Negotiations
The answer to Item 3 of Amendment No. 3 to the Schedule 14D-1 is incorporated
herein by reference.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
The answer to Item 7 of Amendment No. 3 to the Schedule 14D-1 is incorporated
<PAGE>
herein by reference.
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 17, 1994
QVC, INC.
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
