SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 6
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)
<TABLE>
<S> <C>
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
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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Copies to:
<TABLE>
<S> <C>
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
</TABLE>
* This Statement also constitutes Amendment No. 7 to the Schedule 13D filed
by Tele-Communications, Inc. and Amendment No. 28 to the Schedule 13D 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 10. Additional Information.
(c) The information set forth under "The Tender Offer -- 11.
Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase is
hereby amended and supplemented to include the following information:
On September 9, 1994, TCI and Comcast issued a press release
announcing that the FTC, pursuant to the HSR Act, issued Second Requests to
TCI, as the ultimate parent entity of Liberty, and Ralph J. Roberts, as the
ultimate parent entity of Comcast, regarding the proposed acquisition by the
Parent Purchasers of the shares of the Purchaser and the Parent Contribution.
A copy of the press release of TCI and Comcast relating to the foregoing is
attached hereto as Exhibit (a)(12) and is hereby incorporated herein by
reference, and the foregoing description of such press release is qualified in
its entirety by reference to such Exhibit.
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 or
been terminated. As a result of the receipt of the Second Requests by TCI and
Ralph J. Roberts, 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 be extended until 11:59 P.M., New York City time, on
the twentieth day after substantial compliance with such Second Requests by
TCI and Ralph J. Roberts. Thereafter, such waiting period can be extended
only by court order. 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 Second Request received on August 24, 1994 by him, as the
ultimate parent entity of Comcast. Thereafter, such waiting period can be
extended only by court order.
Item 11. Material to be Filed as Exhibits.
(a)(12) -- Text of Press Release issued by TCI and Comcast on
September 8, 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: September 9, 1994
QVC PROGRAMMING HOLDINGS, INC.
<PAGE>
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)(12) Text of Press Release issued by TCI and Comcast on
September 8, 1994.
EXHIBIT (a)(12)
FOR IMMEDIATE RELEASE
FEDERAL TRADE COMMISSION REQUESTS
ADDITIONAL INFORMATION FROM COMCAST AND TCI
Philadelphia, PA and Englewood, CO -- September 8, 1994 -- Comcast Corporation
and Tele-Communications, Inc. announced today that the Federal Trade
Commission has issued requests to each of Comcast and TCI to provide
additional information regarding the proposed acquisition by Comcast and
Liberty Media Corporation, a wholly-owned subsidiary of TCI, of the stock of
QVC pursuant to a tender offer commenced on August 11th. The tender offer is
being made through an acquisition vehicle, QVC Programming Holdings, Inc., of
which Comcast and Liberty will own 57.4% and 42.6%, respectively, following
consummation of the tender offer. The request will extend the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act applicable to the
formation of the tender offer acquisition vehicle by Comcast and Liberty until
20 days after the requested information is provided by Comcast and Liberty.
The FTC also previously requested additional information from each of
Comcast and QVC in connection with the proposed acquisition of QVC stock
pursuant to the tender offer.
The tender offer may not be consummated until the waiting periods
under the Hart-Scott-Rodino Act applicable to each of the formation of QVC
Holdings, Inc. and the acquisition of the QVC stock pursuant to the tender
offer have expired or been terminated.
Comcast Corporation is principally engaged in the development,
management and operation of cable communications networks. Comcast's
consolidated and affiliated operations served approximately 3.0 million cable
subscribers at June 30, 1994. After completion of the acquisition of Maclean
Hunter's United States cable properties, Comcast's consolidated and prorated
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 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 programming cable 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
Assistant Treasurer
<PAGE>
(215) 981-7550
Kathleen B. Jacoby
Director of Investor Relations
(215) 981-7392
Tele-Communications, Inc.
Steve Smith
Investor Relations
(303) 267-5048
