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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 21 -- FINAL AMENDMENT
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934)
QVC, INC.
(Name of Issuer)
QVC, INC.
COMCAST CORPORATION
TELE-COMMUNICATIONS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
747262 10 3
(CUSIP Number of Class of Securities)
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Neal S. Grabell Stanley L. Wang Stephen M. Brett
QVC, Inc. Comcast Corporation Tele-Communications, Inc.
1365 Enterprise Drive 1500 Market Street 5619 DTC Parkway
West Chester, PA 19380 Philadelphia, PA 19102 Englewood, CO 80111
(610) 430-1000 (215) 665-1700 (303) 267-5500
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Pamela S. Seymon Dennis S. Hersch Frederick H. McGrath
Wachtell, Lipton, Rosen & Katz Davis Polk & Wardwell Baker & Botts, L.L.P.
51 West 52nd Street 450 Lexington Avenue 885 Third Avenue
New York, NY 10019 New York, NY 10017 New York, NY 10022
(212) 403-1000 (212) 450-4000 (212) 705-5000
AUGUST 11, 1994
(Date Tender Offer First Published,
Sent or Given to Securityholders)
Page 1 of 4 Pages
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Comcast Corporation, Tele-Communications, Inc. and QVC, Inc. hereby
amend and supplement the Rule 13e-3 Transaction Statement on Schedule 13E-3 of
QVC Programming Holdings, Inc., Comcast Corporation, Tele-Communications, Inc.
and QVC, Inc. filed with the Securities and Exchange Commission on August 11,
1994 (as previously amended and supplemented the "Schedule 13E-3"), with respect
to Bidders' Offer to Purchase for cash all outstanding shares of Common Stock
and Preferred Stock of QVC.
Information contained in the Schedule 13E-3 as hereby amended and
supplemented with respect to Comcast, Liberty and the Company 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 shall have the meaning
assigned to them in the Schedule 13E-3.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
The answer to Items 5(f) and 5(g) of Amendment No. 21 - - Final
Amendment to the Schedule 14D-1 is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The answer to Items 4(a) and 4(b) of Amendment No. 21 - - Final
Amendment to the Schedule 14D-1 is incorporated herein by reference.
ITEM 10. INTERESTS IN SECURITIES OF THE ISSUER.
The answer to Item 6 of Amendment No. 21 -- Final Amendment to the
Schedule 14D-1 is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(b)(6) Credit Agreement, dated as of February 15, 1995, among the
Surviving Corporation and the Banks listed on the signature pages thereof.*
(d)(33) Notice of Merger dated February 17, 1995.*
(d)(34) Letter of Transmittal to accompany Notice of Merger (including
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9).*
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*Incorporated by reference to Amendment No. 21 -- Final Amendment to the
Schedule 14D-1.
Page 2 of 4 Pages
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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: February 17, 1995
QVC, INC.
By: /s/ NEAL S. GRABELL
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Name: Neal S. Grabell
Title: Senior Vice President,
General Counsel and
Corporate Secretary
COMCAST CORPORATION
By: /s/ JULIAN A. BRODSKY
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Name: Julian A. Brodsky
Title: Vice Chairman
TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
-----------------------------
Name: Stephen M. Brett
Title: Executive Vice
President
Page 3 of 4 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
<S> <C> <C>
(b)(6) Credit Agreement, dated as of
February 15, 1995, among the
Surviving Corporation and the
Banks listed on the signature
pages thereof.*
(d)(33) Notice of Merger dated
February 17, 1995.*
(d)(34) Letter of Transmittal to
accompany Notice of Merger
(including Guidelines for
Certification of Taxpayer
Identification Number on
Substitute Form W-9).*
</TABLE>
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*Incorporated by reference to Amendment No. 21 -- Final Amendment to the
Schedule 14D-1.
Page 4 of 4 Pages
