As filed with the Securities and Exchange Commission on January 20, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
AMENDMENT NO. 15
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. 16 to the Schedule 13D filed
by Tele-Communications, Inc. and Amendment No. 37 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 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 January 19, 1995, Comcast and TCI issued a press release in
which they announced that they have notified the FTC of their intention to
consummate the Offer at any time after 5:00 p.m. on Monday, February 6, 1995,
provided that conditions to closing have been satisfied. The Offer is
currently scheduled to expire at that time.
The notice was given to the FTC in accordance with the parties
previously announced agreement with the FTC to provide at least ten days'
notice to the FTC prior to consummating the Offer. Although all applicable
waiting periods under the HSR Act relating to the Transaction have expired,
Comcast and TCI had agreed to provide the FTC with at least ten days' notice
prior to consummating the Offer in order to allow the FTC additional time to
complete its review.
A copy of the press release and notice to the FTC of Comcast and
TCI relating to the foregoing are attached hereto as Exhibits (a)(20) and
(a)(21), respectively, and are hereby incorporated by reference, and the
foregoing description is qualified in its entirety by reference to such
Exhibits.
Item 11. Material to be Filed as Exhibits.
(a)(20) -- Text of Press Release issued by Comcast and TCI on
January 19, 1995.
(a)(21) -- Letter to the FTC from Comcast and TCI, dated January
19, 1995 from Comcast and TCI.
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: January 20, 1995
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)(20) Text of Press Release 6
issued by Comcast and
TCI on January 13, 1995.
(a)(21) Letter to the FTC, dated 9
January 17, 1995 from
Comcast and TCI.
FOR IMMEDIATE RELEASE
COMCAST AND TCI
NOTIFY FTC OF INTENT
TO CLOSE TENDER OFFER
____________________________________
Philadelphia, PA and Englewood, CO -- January 19, 1995: Comcast Corporation
("Comcast") and Tele-Communications, Inc. ("TCI") announced today that they
have notified the Federal Trade Commission ("FTC") of their intention to
consummate the tender offer for the stock of QVC, Inc. at any time after 5:00
p.m. on Monday, February 6, 1995, provided that conditions to closing have
been satisfied. The tender offer is currently scheduled to expire at that
time, unless the offer is further extended.
The notice was given to the FTC in accordance with the parties'
previously announced agreement with the Commission to provide at least ten
days' notice to the FTC prior to consummating the tender offer. Although
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 relating to the proposed acquisition of QVC by Comcast and TCI
have expired, the parties had agreed to provide the FTC with at least ten
days' notice prior to closing the tender offer in order to allow the FTC
additional time to complete its review.
Peter Barton, President of Liberty Media Corporation, TCI's wholly owned
programming subsidiary, stated that "TCI is confident that once the Federal
Trade Commission understands the intensely competitive market realities that
govern the operations of QVC and Home Shopping Network and the nature of the
minority, non-management interest in QVC to be retained by TCI after the
acquisition, it will agree that absolutely no competitive issues are raised
and close its investigation."
Consummation of the tender offer continues to be conditioned upon
Comcast and TCI obtaining sufficient financing to satisfy the financing
condition to the tender offer. Comcast and TCI are proceeding in their
efforts to obtain sufficient financing to satisfy this condition.
Comcast Corporation is principally engaged in the development,
management and operation of cable communications networks. Comcast's
consolidated and prorated affiliated operations currently serve approximately
3.4 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 Stock 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
[LETTERHEAD OF JONES, DAY, REAVIS & POGUE]
January 19, 1995
VIA FACSIMILE
_____________
Ronald B. Rowe, Esq.
Federal Trade Commission
601 Pennsylvania Avenue, N.W.
Room 2602
Washington, D.C. 20580
Re: TCI-QVC, File No. 94-1929
-----------------------------
Dear Ron:
Pursuant to our earlier agreement, Tele-Communications, Inc. hereby
provides notice of the intent of the parties to close the transaction
referenced above at any time after 5:00 p.m. on Monday, February 6, 1995.
Sincerely,
Joe Sims
cc: Robert W. Doyle, Jr., Esq.
Jill M. Frumin, Esq.
