SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
AMENDMENT NO. 13
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. 14 to the Schedule 13D filed
by Tele-Communications, Inc. and Amendment No. 35 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.
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
and 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 December 15, 1994, Comcast and TCI issued a press release in
which they announced that they do not expect that all of the conditions to the
Offer will be satisfied by December 16, 1994, the date on which the Offer is
currently 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 Friday,
January 13, 1995.
As previously disclosed, although all applicable waiting periods
under the HSR Act relating to the Transaction have expired, Comcast and TCI
have agreed to provide ten days' notice to the FTC prior to consummating the
Offer in order to allow the FTC sufficient time to complete its review and
continue discussions with Comcast and TCI relating to the Transaction.
Comcast and TCI have not yet determined when they intend to give such notice.
In addition, there can be no assurance as to what action, if any, the FTC
intends to take if such notice is given.
As previously disclosed, the Offer continues to be conditioned
upon the Purchaser having obtained sufficient financing on terms satisfactory
to it to purchase all of the outstanding Shares pursuant to the Offer, to
consummate the Merger and to pay related fees and expenses, and the parties are
continuing to pursue arrangements providing for such financing.
As of the close of business on December 15, 1994 approximately
15,344,473 shares of QVC Common Stock, 468 shares of QVC Series B Preferred
Stock and 31,639 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)(18) 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)(18) -- Text of Press Release issued by Comcast and TCI on
December 15, 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: December 16, 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)(18) Text of Press Release 6
issued by Comcast and
TCI on December 15,
1994.
Exhibit (a)(18)
FOR IMMEDIATE RELEASE
COMCAST AND LIBERTY MEDIA
EXTEND QVC TENDER OFFER
UNTIL JANUARY 13
____________________________________
Philadelphia, PA and Englewood, CO -- December 15, 1994: Comcast Corporation
("Comcast") and Tele-Communications, Inc. ("TCI") announced today that they do
not expect that all of the conditions to the tender offer for stock of QVC,
Inc. will be satisfied by December 16, 1994, the date on which the tender
offer is currently scheduled to expire. As a result, QVC Programming
Holdings, Inc., an acquisition vehicle to be jointly owned by Comcast and
Liberty Media Corporation, a wholly-owned subsidiary of TCI, has extended the
expiration date for the tender offer until 5:00 P.M., New York City time, on
Friday, January 13, 1995.
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 January 13, 1995, unless
the offer is further extended.
Although all applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act relating to the proposed
acquisition of QVC, Inc. by Comcast and TCI have expired, as previously
announced, Comcast and TCI have agreed to provide ten days' notice to the
Federal Trade Commission (the "FTC") prior to consummating the tender offer in
order to allow the FTC additional time to complete its review and continue
discussions with Comcast and TCI relating to the transaction. Comcast and TCI
have not yet determined when they intend to give such notice. In addition,
there can be no assurance as to what action, if any, the FTC intends to take
if such notice is given.
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 arrangements providing for
such financing.
As of the close of business on December 15, 1994, approximately
15,344,473 shares of QVC Common Stock, 468 shares of QVC Series B Preferred
Stock and 31,639 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. 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
