SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 19)
QVC, Inc.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
747262 10 3
- ---------------------------------------------------------------------------
(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
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 12, 1994
- ---------------------------------------------------------------------------
(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 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).
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) [ ]
(b) [X]
_________________________________________________________________
(3) SEC Use Only
_________________________________________________________________
(4) Source of Funds
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 12,627,934 Shares
Owned by
Each Reporting (9) Sole Dispositive Power 0 Shares
Person
With (10) Shared Dispositive Power 12,627,934 Shares
______________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,627,934 Shares (consisting of 8,627,934 Shares held by Comcast
directly and 4,000,000 Shares previously reported to
be held by Barry Diller. 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)
27.7% See Item 5.
______________________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 19)
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. 18
thereto, dated as of April 15, 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 within the meaning of Rule 13d-5 under the Exchange
Agreement, has elected to file this Report separately and not part of a joint
filing with Mr. Diller. Comcast has been informed that on May 19, 1994,
Liberty filed a Report on Schedule 13D indicating, among other things, that it
was no longer part of a group within the meaning of Rule 13d-5 with Comcast
and Mr. Diller and reporting with respect to its beneficial ownership of
Common Stock. 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
Exchange Act.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented to
include the following information:
The funds used by Comcast to purchase shares of Common Stock
pursuant to the exercise of certain warrants (as described in Item 4 below)
were provided 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 a proposal (the "QVC
Proposal") to the Company, a copy of which is attached as Exhibit 99.44
hereto, to acquire (the "Combination") all of the outstanding shares of QVC
for a combination of cash and Comcast securities having a combined value of
$44 per common share.
<PAGE>
Each outstanding share of the Company's common stock (other than
shares held by Comcast) would be converted into $37 in cash and $7 of a new
series of Comcast 7.5% convertible exchangeable preferred stock, convertible
into Comcast common stock (CMCSK) at $21 per share.
Comcast would have the right to
substitute cash for all or any part of the convertible shares.
All outstanding shares of the Company's preferred stock (other
than shares held by Comcast) would be treated in the merger as if such shares
had been converted into the Company's common stock prior to the merger. All
the Company's options would either be cashed out or rolled over into Comcast
stock options on a basis that would preserve the in-the-money value of the
options. The Combination would be subject to execution of a definitive merger
agreement between Comcast and the Company, and review of the same
information as was provided by the Company to CBS.
The description contained herein of the QVC Proposal is qualified
in its entirety by reference to Comcast's letter to the Company dated July 12,
1994, and Comcast's press release dated the same date, a copy of each of
which is filed as an Exhibit hereto and is incorporated by reference herein.
On April 27, 1994 Comcast exercised warrants, Comcast's ownership
of which was previously disclosed in the Schedule 13D, to purchase an
aggregate of 310,000 shares of Common Stock for $10 per share in accordance
with the terms of the warrants. Comcast's beneficial ownership of Common
Stock issuable upon exercise of these warrants has been previously disclosed
in the Schedule 13D and, therefore, the acquisition of such shares did not
change the amount of Common Stock beneficially owned by Comcast. Such
acquisition was made for investment purposes.
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 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.
<TABLE>
<S> <C> <C> <C> <C>
Registered Equity No. of Shares Adjusted Shares % Beneficially
Securities Beneficially Owned to be Outstanding owned
------------------------- -------------------------- ------------------------- ---------------
Comcast Common Stock 8,627,934( 1,2) 42,634,597 20.2%
</TABLE>
(1) The shares of Preferred Stock beneficially owned by Comcast may be
subject to Company Repurchase Rights. See Item 4. The Company Repurchase
Rights relating to the Preferred Stock are exercisable in 1994.
(2) Includes 720,500 shares of Common Stock issuable upon the conversion
of 72,050 shares of Preferred Stock, 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 if deemed to be
beneficially owned by Comcast would result in Comcast having beneficial
ownership of 12,627,934 Shares of Common Stock or about 27.7%.
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:
No. of Shares of Common
Individual Stock Beneficially Owned
---------- ------------------------
Ralph J. Roberts 5,000 (5)
Brian L. Roberts 750
Daniel Aaron 1,500
Irving A. Wechsler 12,000
Sheldon M. Bonovitz 11,300 (6)
Suzanne F. Roberts 5,000 (7)
(5) Excludes 5,000 shares beneficially owned by Mr. Roberts' wife, as to
which shares Mr. Roberts disclaims beneficial ownership.
(6) Excludes 7,800 shares owned by certain trusts of which Mr. Bonovitz
serves as trustee and 1,700 shares beneficially owned by Mr. Bonovitz' wife,
as to which shares Mr. Bonovitz disclaims beneficial ownership.
(7) Excludes 5,000 shares beneficially owned by Mrs. Roberts' husband,
as to which shares Mrs. Roberts disclaims beneficial ownership.
(b) As a result of the expiration of the 90-day period
following the Paramount Termination within which Liberty was entitled to elect
to be reinstated as an Eligible Stockholder under the Stockholders Agreement
and Liberty's decision not to be so reinstated, Liberty is not and is no
longer entitled to become a party to the Stockholders Agreement. Because
Liberty no longer has any contract, agreement or understanding with Comcast
with respect to the disposition or voting of the outstanding equity securities
of the Company, Comcast does not have shared beneficial ownership of Common
Stock beneficially owned by Liberty. Because Comcast and Mr. Diller remain
parties to the Stockholders Agreement each has shared dispositive and voting
power with respect to any securities of the Company beneficially owned by
Comcast or Mr. Diller as disclosed in Item 5 above and the Schedule 13D.
(c) On April 27, 1994 Comcast exercised warrants to purchase an
aggregate of 310,000 shares of the Company's Common Stock for $10 per share in
accordance with certain warrants, the ownership of which was previously
disclosed in the Schedule 13D.
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.
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:
99.44 Letter dated July 12, 1994 of Comcast Corporation to
Barry Diller, Chairman and Chief Executive Officer of
QVC, Inc.
99.45 Press Release dated July 12, 1994 of Comcast
Corporation.
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 13, 1994
COMCAST CORPORATION
/s/ Julian A. Brodsky
By: ______________________
Name: Julian A. Brodsky
Title: Vice Chairman
EXHIBIT INDEX
Page Number
in Sequentially
Exhibit Number Title Numbered Statement
-------------- ----- ------------------
99.44 Letter dated July 12, 1994 of
Comcast Corporation to Barry
Diller, Chief Executive Officer
of QVC, Inc.
99.45 Press Release dated July 12, 1994
of Comcast Corporation
[COMCAST LETTERHEAD]
July 12, 1994
Mr. Barry Diller
Chairman of the Board and
Chief Executive Officer
QVC, Inc.
West Chester, PA 19380
Dear Barry:
As one of the founding shareholders of QVC, we have
been strong supporters of your efforts to grow and expand the
Company's business as it represents an important element of
our future diversification and programming strategy.
We feel that you have been a powerful and positive
force at QVC and we have supported all the initiatives you
have undertaken since you first joined the Company 18 months
ago. Today, in fact, QVC is a proven franchise with an
outstanding track record and a bright future.
However, as we have repeatedly expressed to you, the
proposal to sell QVC to CBS is of great concern to us as it
represents a fundamental departure from our strategic view of
the Company's future. We do not believe that the CBS proposal
is in the best interests of Comcast's shareholders.
Therefore, we are proposing an acquisition of QVC by
Comcast on terms far more attractive to QVC's stockholders
than the transaction proposed by CBS. For us, a combination
of Comcast and QVC makes excellent strategic sense and helps
fulfill our long-standing vision to build a strong programming
capability.
Under our proposal, Comcast would acquire all of the
outstanding shares of QVC for a combination of cash and
Comcast securities having a combined value of $44 per common
share, which represents a 23% premium over the July 12, 1994
closing market price of QVC's common stock.
Each outstanding share of QVC's common stock (other
than shares held by Comcast) would be converted into $37 in
cash and $7 of a new series of Comcast 7.5% convertible
exchangeable preferred stock, convertible into Comcast common
stock (CMCSK) at $21 per share. Comcast would have the right
to substitute cash for all or any part of the convertible
shares.
All outstanding shares of QVC's preferred stock
(other than shares held by Comcast) would be treated in the
merger as if such shares had been converted into QVC common
stock prior to the merger. All QVC options would either be
cashed out or rolled over into Comcast stock options on a
basis that would preserve the in-the-money value of the
options.
We have been advised by The Bank of New York that
they are highly confident that they could obtain commitments
from lenders for a senior credit facility in the amount of
$1,000,000,000. Comcast and its financial advisor, Lazard
Freres & Co., believe that the balance of the cash
requirements are readily obtainable.
The transaction we offer QVC shareholders would be
subject only to execution of a definitive merger agreement and
to our review of the same information as that which was
provided to CBS. We are prepared to enter into a merger
agreement substantially similar to the agreement proposed by
CBS (including the same representations, warranties and
financing condition) except that Comcast would not require
that any breakup fees be paid to us if QVC receives a superior
acquisition proposal.
As a matter of good corporate governance, we feel
that consideration of the Comcast and CBS proposals should be
deferred by the Board of Directors and that the proposals
should be submitted to a special committee of independent QVC
directors for their evaluation and recommendation. We believe
that the committee should have its own independent financial
advisors and legal counsel. We are prepared to move
expeditiously to work with them and you to ensure that this is
an orderly and fair process.
We are confident that you will recognize that our
decision confirms our high regard for your leadership of QVC.
Indeed, you have begun to build QVC into a recognizable
"brand" and have assembled a highly talented senior management
team. We would be pleased if you chose to remain as the
Company's chief executive and work with us to develop QVC to
its fullest.
We look forward to sitting down with you to discuss
our proposal.
Respectfully submitted,
/s/ Ralph J. Roberts
---------------------
Ralph J. Roberts
Chairman
/s/ Brian L. Roberts
---------------------
Brian L. Roberts
President
FOR IMMEDIATE RELEASE
COMCAST CORPORATION PROPOSES TO ACQUIRE QVC
Philadelphia, PA, July 12, 1994 -- Comcast Corporation announced today
that it has proposed to acquire all of the outstanding shares of QVC, Inc.
for a combination of cash and Comcast securities having a combined value of
$44 per share. The Comcast proposal consists of $37 in cash and $7 of a new
series of Comcast 7.5% convertible preferred stock, the terms of which are
designed to have the security trade at par on a fully-diluted basis. The
offer, valued at $2.2 billion, represents a 22.2% premium over the July 12,
1994 closing market price of QVC's common stock.
The offer was made to QVC late today in a letter delivered from Ralph
J. Roberts, Chairman, and Brian L. Roberts, President of Comcast, to QVC
Chairman and Chief Executive Officer, Barry Diller.
Following, is a complete text of that letter:
Dear Barry:
As one of the founding shareholders of QVC, we have
been strong supporters of your efforts to grow and expand the
Company's business as it represents an important element of
our future diversification and programming strategy.
We feel that you have been a powerful and positive
force at QVC and we have supported all the initiatives you
have taken since you first joined the Company 18 months
ago. Today, in fact, QVC is a proven franchise with an
outstanding track record and a bright future.
However, as we have repeatedly expressed to you, the
proposal to sell QVC to CBS is of great concern to us as it
represents a fundamental departure from our strategic view of
the Company's future. We do not believe that the CBS proposal
is in the best interests of Comcast's shareholders.
Therefore, we are proposing an acquisition of QVC by
Comcast on terms far more attractive to QVC's stockholders
than the transaction proposed by CBS. For us, a combination
of Comcast and QVC makes excellent strategic sense and helps
fulfill our long-standing vision to build a strong programming
capability.
Under our proposal, Comcast would acquire all of the
outstanding shares of QVC for a combination of cash and
Comcast securities having a combined value of $44 per common
share, which represents a 22.2% premium over the July 12, 1994
closing market price of QVC's common stock.
Each outstanding share of QVC's common stock (other
than shares held by Comcast) would be converted into $37 in
cash and $7 of a new series of Comcast 7.5% convertible
exchangeable preferred stock, convertible into Comcast common
stock (CMCSK) at $21 per share. Comcast would have the right
to substitute cash for all or any part of the convertible
exchangeable preferred shares.
All outstanding shares of QVC's preferred stock
(other than shares held by Comcast) would be treated in the
merger as if such shares had been converted into QVC common
stock prior to the merger. All QVC options would either be
cashed out or rolled over into Comcast stock options on a
basis that would preserve the in-the-money value of the
options.
We have been advised by The Bank of New York that
they are highly confident that they could obtain commitments
from lenders for a senior credit facility in the amount of
$1,000,000,000. Comcast and its financial advisor, Lazard
Freres & Co., believe that the balance of the cash
requirements are readily obtainable.
The transaction we offer QVC shareholders would be
subject only to execution of a definitive merger agreement and
to our review of the same information as that which was
provided to CBS. We are prepared to enter into a merger
agreement substantially similar to the agreement proposed by
CBS (including the same representations, warranties and
financing condition) except that Comcast would not require
that any breakup fees be paid to us if QVC receives a superior
acquisition proposal.
As a matter of good corporate governance, we feel
that consideration of the Comcast and CBS proposals should be
deferred by the Board of Directors and that the proposals
should be submitted to a special committee of independent QVC
directors for their evaluation and recommendation. We believe
that the committee should have its own independent financial
advisors and legal counsel. We are prepared to move
expeditiously to work with them and you to ensure that this is
an orderly and fair process.
We are confident that you will recognize that our
decision confirms our high regard for your leadership of QVC.
Indeed, you have begun to build QVC into a recognizable
"brand" and have assembled a highly talented senior management
team. We would be pleased if you chose to remain as the
Company's chief executive and work with us to develop QVC to
its fullest.
We look forward to sitting down with you to discuss
our proposal.
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. 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.
# # #
