As filed with the Securities and Exchange Commission on November 21, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
AMENDMENT NO. 11
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. 12 to the Schedule 13D filed
by Tele-Communications, Inc. and Amendment No. 33 to the Schedule 13D filed
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
14D-1") with respect to Bidders' Offer to Purchase for cash all outstanding
shares of Common Stock and Preferred Stock of the Company.
<PAGE>
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 meaning
assigned to them in the Offer to Purchase and the Schedule 14D-1.
Item 4. Source and Amount of Funds or Other Consideration.
(a) and (b) The information set forth under "Special Factors
- -- Financing of the Transaction" in the Offer to Purchase is hereby amended
amd supplemented to include the information set forth under Item 10 of this
Amendment.
Item 10. Additional Information.
(c) and (f) The information set forth under "Introduction", "The
Tender Offer -- 1. Terms of the Tender Offer", "-- 2. Acceptance for Payment
and Payment", "-- 3. Procedure for Tendering Shares", "-- 4. Withdrawal
Rights", "-- 10. Certain Conditions of the Offer" and "-- 11. Certain Legal
Matters; Regulatory Approvals" in the Offer to Purchase is hereby amended and
supplemented to include the following information:
On November 21, 1994, Comcast and TCI issued a press release in
which they announced that on November 15, the Company and Ralph J. Roberts, as
the ultimate parent entity of Comcast, and on November 16, TCI (Mr. Roberts
and TCI being defined as the "Filing Parties") filed certain information with
the FTC in response to the Second Requests. The waiting period under the HSR
Act applicable to the purchase of Shares pursuant to the Offer will expire at
11:59 P.M., New York City time, on the tenth day after substantial compliance
by Ralph J. Roberts with the applicable Second Request and 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 will expire at 11:59 P.M.,
New York City time, on the twentieth day after substantial compliance by Ralph
J. Roberts and TCI with the applicable Second Request, in each case unless
extended by court order or mutual agreement of the applicable Filing Parties or
earlier terminated. The Offer will not be consummated until the expiration or
termination of all such waiting periods. The FTC has not advised the Filing
Parties as to whether their filings constitute substantial compliance with the
Second Requests.
The waiting periods under the HSR Act relating to the Offer did
not expire by 5:00 P.M., New York City time on November 18, 1994, the time at
which the Offer was previously scheduled to expire. As a result, the
Purchaser has extended the Expiration Date for the Offer until 5:00 P.M., New
York City time, on December 16, 1994.
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. In
addition, the Offer is conditioned upon the Purchaser having obtained
sufficient financing on terms satisfactory to it to purchase all of the
outstanding Shares pursuant to the Offer, and the parties are continuing to
pursue definitive agreements providing for such financing.
As of the close of business on November 17, 1994 approximately
14,279,438 shares of QVC Common Stock, 468 shares of QVC Series B Preferred
<PAGE>
Stock and 35,502 shares of QVC Series C Preferred Stock have been tendered
pursuant to the Offer.
A copy of the press release of Comcast and TCI relating to the
foregoing is attached hereto as Exhibit (a)(16) and is hereby incorporated by
reference, and the foregoing description is qualified in its entirety by
reference to such Exhibit.
Item 11. Material to be Filed as Exhibits.
(a)(16) -- Text of Press Release issued by Comcast and TCI on
November 21, 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: November 21, 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)(16) Text of Press Release 6
<PAGE>
issued by Comcast and
TCI on November 21,
1994.
Exhibit (a)(16)
FOR IMMEDIATE RELEASE
COMCAST AND LIBERTY MEDIA
EXTEND QVC TENDER OFFER
UNTIL DECEMBER 16
____________________________________
Philadelphia, PA and Englewood, CO -- November 21, 1994: Comcast Corporation
and Tele-Communications, Inc. ("TCI") announced today that on November 15,
QVC, Inc. and Ralph J. Roberts, as the ultimate parent entity of Comcast, and
on November 16, TCI filed certain information with the Federal Trade
Commission in response to second requests for information under the
Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") relating to the
acquisition of QVC, Inc. by Comcast and Liberty Media Corporation, a
wholly-owned subsidiary of TCI. The waiting period under the HSR Act
applicable to the purchase of shares pursuant to the tender offer for stock of
QVC will expire at 11:59 P.M., New York City time, on the tenth day after
substantial compliance by Ralph J. Roberts, and the waiting period under the
HSR Act applicable to the acquisition by Comcast and TCI of the shares of the
tender offer acquisition vehicle, QVC Programming Holdings, Inc. will expire
at 11:59 P.M., New York City time, on the twentieth day after substantial
compliance by Ralph J. Roberts and TCI, in each case unless extended by court
order or mutual agreement by the applicable parties or earlier terminated.
The tender offer will not be consummated until the expiration or termination
of all such waiting periods. The FTC has not yet advised the parties as to
whether their filings constitute substantial compliance with the FTC's second
requests.
Since the applicable waiting periods under the HSR Act relating to
the acquisition of QVC did not expire by 5:00 P.M., New York City time, on
November 18, 1994, the time at which the tender offer for the stock of QVC was
previously scheduled to expire, QVC Programming Holdings, Inc., an acquisition
vehicle jointly owned by Comcast and Liberty, has extended the expiration date
for the tender offer until 5:00 P.M., New York City time, on December 16,
1994. As a consequence of the extension of the expiration date, holders of
QVC shares are entitled to tender or withdraw their shares pursuant to the
tender offer until 5:00 P.M., New York City time, on December 16, 1994, unless
the offer is further extended.
If the applicable waiting periods under the HSR Act have not
expired or been terminated at such time, QVC Programming Holdings, Inc. may
elect to extend the tender offer beyond such time. However, under the terms
of the Merger Agreement pursuant to which the tender offer is being made, QVC
Programming Holdings, Inc. may not terminate the tender offer prior to
December 31, 1994 by reason of the applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act not having expired or been
terminated, although the expiration of the applicable waiting periods is a
condition to the tender offer.
The tender offer continues to be conditioned upon obtaining
sufficient financing to purchase all of the outstanding shares pursuant to the
tender offer, to consummate the second step merger and to pay related fees and
expenses, and the parties are continuing to pursue definitive agreements
<PAGE>
providing for such financing.
As of the close of business on November 17, 1994, approximately
14,279,438 shares of QVC Common Stock, 468 shares of QVC Series B Preferred
Stock and 35,502 shares of QVC Series C Preferred Stock had been tendered
pursuant to the tender offer.
Comcast Corporation is principally engaged in the development,
management and operation of cable communications networks. After completion
of the acquisition of Maclean Hunter's United States cable properties,
Comcast's consolidated and prorated affiliated operations will serve
approximately 3.3 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 is a wholly-owned subsidiary of Tele-Communications, Inc.
TCI is the United States' largest cable television operator, serving 10.9
million customers in 48 states, Puerto Rico and the District of Columbia. The
company also holds interests in several national cable programming networks.
Tele-Communications, Inc. is traded in the Nasdaq National Market
with Class A and Class B Common Stock and Class B Preferred Stock trading
separately under the symbols of TCOMA, TCOMB and TCOMP, respectively.
FOR FURTHER INFORMATION CONTACT:
Comcast Corporation
- -------------------
William E. Dordelman Kathleen B. Jacoby
Assistant Treasurer Director of Investor Relations
(215) 981-7550 (215) 981-7392
Tele-Communications, Inc.
- -------------------------
Steve Smith Vivian Carr
Investor Relations Liberty Media
(303) 267-5048 (303) 721-5406
