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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 16
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.
QVC PROGRAMMING HOLDINGS, 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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<S> <C> <C>
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) 701-1000 (215) 665-1700 (303) 267-5500
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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COPIES TO:
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<S> <C> <C>
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
</TABLE>
AUGUST 11, 1994
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITYHOLDERS)
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QVC Programming Holdings, Inc., Comcast Corporation, Tele-Communications,
Inc. and QVC, Inc. hereby amend and supplement their Rule 13e-3 Transaction
Statement on Schedule 13E-3 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, TCI, the Purchaser 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 4. TERMS OF THE TRANSACTION.
The answer to Items 10(c) and 10(f) of Amendment No. 16 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. 16 to the Schedule 14D-1
is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
The answer to Items 5(a)-(g) of Amendment No. 16 to the Schedule 14D-1 is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
The answer to Items 5(a)-(g) of Amendment No. 16 to the Schedule 14D-1 is
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
The answer to Items 5(a)-(g) of Amendment No. 16 to the Schedule 14D-1 is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The answer to Items 5(a)-(g) of Amendment No. 16 to the Schedule 14D-1 is
incorporated herein by reference.
ITEM 14. FINANCIAL INFORMATION.
The answer to Items 10(c) and 10(f) of Amendment No. 16 to the Schedule
14D-1 is incorporated herein by reference.
PAGE 2 OF 5 PAGES
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ITEM 16. ADDITIONAL INFORMATION.
The answer to Items 10(c) and 10(f) of Amendment No. 16 to the Schedule
14D-1 is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
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<S> <C> <C>
(a)(2) -- Term Sheet for the Company Loan.*
(d)(21) -- Supplement to Offer to Purchase, dated February 3, 1995.*
(d)(22) -- Letter of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9).*
(d)(23) -- Notice of Guaranteed Delivery.*
(d)(24) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(d)(25) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(d)(26) -- Interim Financial Information from the Company's Quarterly Report on Form 10-Q
for its fiscal quarter ended October 31, 1994.*
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* Incorporated by reference to Amendment No. 16 to the Schedule 14D-1.
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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 3, 1995
QVC, INC.
By: /s/ NEAL S. GRABELL
------------------------------------
Name: Neal S. Grabell
Title: Senior Vice President,
General Counsel and
Corporate Secretary
QVC PROGRAMMING HOLDINGS, INC.
By: /s/ JULIAN A. BRODSKY
------------------------------------
Name: Julian A. Brodsky
Title: Vice Chairman
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
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ----------- -------------
<S> <C> <C> <C>
(a)(2) -- Term Sheet for the Company Loan.*
(d)(21) -- Supplement to Offer to Purchase, dated February 3, 1995.*
(d)(22) -- Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(d)(23) -- Notice of Guaranteed Delivery.*
(d)(24) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(d)(25) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(d)(26) -- Interim Financial Information from the Company's Quarterly Report
on Form 10-Q for its fiscal quarter ended October 31, 1994.*
</TABLE>
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* Incorporated by reference to Amendment No. 16 to the Schedule 14D-1.
PAGE 5 OF 5 PAGES
