As filed with the Securities and Exchange Commission on February 15, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
AMENDMENT NO. 20
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. 21 to the Schedule 13D filed
by Tele-Communications, Inc. and Amendment No. 42 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, the Supplement and the Schedule
14D-1.
Item 6. Interest in Securities of the Subject Company
---------------------------------------------
(a) and (b) The information set forth under "Introduction",
"Special Factors -- Background of the Transaction", "Interests of Certain
Persons in the Transaction" and "The Tender Offer--5. Price Range of Shares;
Dividends," " -- 7. Certain Information Concerning the Purchaser and the Parent
Purchasers" in the Offer to Purchase and "Introduction" and "Certain
Information Concerning the Purchaser and the Parent Purchasers" in the
Supplement is hereby amended and supplemented to include the information set
forth in Item 7 and Item 10 of this Amendment.
Item 7. Contracts, Arrangements, Understandings or Relationships With
Respect to the Subject Company's Securities.
-------------------------------------------------------------
The information set forth under "Introduction", "Special Factors
- -- Background of the Transaction," "-- Plans for the Company After the
Merger," "-- Interests of Certain Persons in the Transaction," "-- The Merger
Agreement" and "The Tender Offer -- 7. Certain Information Concerning the
Purchaser and the Parent Purchasers" in the Offer to Purchase and
"Introduction" and "Certain Information Concerning the Purchaser and the Parent
Purchasers" in the Supplement is hereby amended and supplemented to include
the information set forth in Item 10 of this Amendment and to include the
following information:
Item 10. Additional Information.
----------------------
(f) The information set forth under "Introduction", "Special
Factors -- Plans for the Company After the Merger," and "-- The Merger
Agreement" in the Offer to Purchase is hereby amended and supplemented to
include the following information:
On February 15, 1995, Comcast and TCI issued a press release in
which they announced that the Merger has been consummated. Immediately
following the Merger, Comcast and Liberty owned approximately 57.4% and 42.6%,
respectively, of the Surviving Corporation. Following the merger, the Common
Shares will cease to be traded on the NASDAQ Stock Market. Stockholders
holding Shares not previously tendered will be contacted prior to February 25,
1995 by The Bank of New York, as Exchange Agent, with instructions regarding
the exchange of such shares.
A copy of the press release of Comcast and TCI relating to the
foregoing is attached hereto as Exhibit 99.a and is hereby incorporated
herein by reference, and the foregoing description is qualified in its
entirety by reference to such Exhibit.
Item 11. Material to be Filed as Exhibits.
--------------------------------
99.a(32) -- Text of Press Release issued by Comcast and TCI on
February 15, 1995.
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 15, 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
------- ----------- -------------
99.a(32) Text of Press Release _
issued by Comcast and
TCI on February 15,
1995.
Exhibit 99.a(32)
FOR IMMEDIATE RELEASE
QVC MERGER IS CONSUMMATED
Philadelphia, PA and Englewood, CO -- February 15, 1995: Comcast Corporation
and Tele-Communications, Inc. announced today the consummation of the merger
of QVC Programming Holdings, Inc., the acquisition vehicle jointly owned by
Comcast and Liberty Media Corporation, a wholly-owned subsidiary of TCI, with
and into QVC, Inc. Immediately following the merger, Comcast and Liberty will
own approximately 57.4% and 42.6%, respectively, of QVC. Following the
merger, QVC stock will cease to be traded on the Nasdaq Stock Market.
Stockholders holding shares of QVC stock not previously tendered will be
contacted prior to February 25, 1995 by The Bank of New York, as Exchange
Agent, with instructions regarding the exchange of such shares.
Comcast Corporation is principally engaged in the development,
management and operation of cable communications networks. Including the
recently completed acquisition of Maclean Hunter's United States cable
properties, Comcast's consolidated and prorated affiliated operations will
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., which
holds interests in several national cable programming networks. TCI is the
United States' largest cable television operator, serving 11.7 million
customers in 48 states, Puerto Rico and the District of Columbia.
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 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
Lela Cocoros
TCI Media Relations
(303) 267-5273
