UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
QVC NETWORK, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
747262 10 3
(CUSIP Number)
Walter H. Alford
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, GA 30367
(404) 249-2050
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 1, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of
__
Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
__
statement / /. (A fee is not required only if the reporting _
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-
1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be filed for the purpose of
Section 18 of the Securities Exchange Act of 1934 ( Act ) or
otherwise subject to the liabilities of that section of the Act(
but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 8
Index to Exhibits on page 6 of 8
<PAGE>2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Statement of
BELLSOUTH CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
QVC NETWORK, INC.
This Report relates to the common stock, par value
$.01 per share (the "Common Stock"), of QVC Network, Inc., a
Delaware corporation (the "Company"). The Report on Schedule
13D filed by BellSouth Corporation on November 22, 1993, as
amended by Amendment No. 1 dated November 23, 1993, and
Amendment No. 2 dated December 30, 1993 (the "Schedule 13D"),
is hereby amended and supplemented as set forth below. All
capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds
or Other Consideration
Item 3 of the Schedule 13D is hereby supplemented and
amended to include the following information:
Pursuant to the February 1 Letter Agreement (defined
in Item 4 below), BellSouth increased from $1,500,000,000 to
$2,000,000,000 its aggregate commitment to purchase Common
Stock and Preferred Stock of the Company. BellSouth currently
expects that the funds for the acquisition of the above-
described equity securities of the Company will be provided
through working capital, bank borrowings or issuances of
commercial paper.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented and
amended to include the following information:
Page 2 of 8
<PAGE>3
In connection with the Company's proposed
acquisition of Paramount and pursuant to the Letter Agreement
dated February 1, 1994 (including the attached term sheet) (the
"February 1 Letter Agreement"), among, the Company, Advance,
BellSouth, Comcast and Cox, BellSouth has agreed, among other
things, to amend the BellSouth Commitment Letter to provide
that BellSouth, subject to the terms and conditions of the
BellSouth Commitment Letter, has committed to purchase
(i) 19,230,769 shares of the Common Stock at price of $52 per
share for an aggregate purchase price of $1,000,000,000, (ii)
11,904,762 shares of Common Stock at a price of $42 per share
for an aggregate purchase price of $500,000,000, and
(iii) 500,000 shares of Preferred Stock at a price of $1,000
per share, for an aggregate purchase price of $500,000,000.
Previously, BellSouth had committed to purchase (i) 8,333,333
shares of Common Stock at a price of $60 per share for an
aggregate purchase price of $1,000,000,000 and (ii) 500,000
shares of Preferred Stock at a price of $1,000 per share, for
an aggregate purchase price of $500,000,000.
The description contained herein of the February 1
Letter Agreement is qualified in its entirety by reference to
the text of such document, which is filed as an Exhibit to this
Report and is hereby incorporated by reference herein.
Notwithstanding anything contained herein but subject
to its contractual obligations and applicable regulatory
requirements, BellSouth Corporation has reserved the right,
depending on all relevant factors, to purchase additional
securities of the Company, to dispose of securities of the
Company or to change its intention with respect to any and all
of the matters as referred to in Item 4 of this Report.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Report to the
Securities of the Issuer
Item 6 is hereby supplemented and amended to include
the following information:
See Item 4 for a description of certain terms of the
February 1 Letter Agreement which is filed as an Exhibit to
this Report and is incorporated by reference herein.
Page 3 of 8
<PAGE>4
Item 7. Material To Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented and
amended by adding the following information thereto:
8. Letter Agreement dated February 1, 1994,
among Comcast Corporation, Cox Enterprises, Inc., Advance
Publications, Inc., BellSouth Corporation and QVC Network, Inc.
Page 4 of 8
<PAGE>5
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information in this
statement is true, complete and correct.
Dated: February 2, 1994
BELLSOUTH CORPORATION
By: /s/ Arlen G. Yokley
______________________
Name: Arlen G. Yokley
Title: Vice President,
Secretary and Treasurer
Page 5 of 8
<PAGE>6
INDEX OF EXHIBITS
Page Number
Exhibit in Sequentially
Number Title Numbered Statement
8. Letter Agreement dated 7
February 1, 1994, among
Comcast Corporation, Cox
Enterprises, Inc.,
Advance Publications,
Inc., BellSouth
Corporation and QVC
Network, Inc.
Page 6 of 8
<PAGE>7
QVC NETWORK, INC.
1365 Enterprise Drive
Goshen Corporate Park
West Chester, PA 19380
February 1, 1994
Gentlemen:
Reference is made to the Equity Commitment Letter, dated
November 11, 1993, by and among QVC Network, Inc. Cox
Enterprises, Inc., and to the BellSouth Commitment Letter,
dated November 19, 1993, by and between QVC and BellSouth
Corporation, in connection with the proposed acquisition of
Paramount Communications Inc., ("Paramount"). The parties
hereto agree to the terms of the offer to purchase 50.1% of
the common stock of Paramount and the proposed second-step
merger of QVC and Paramount, both as described in the
attached Term Sheet (the "Term Sheet"). The parties hereto
also agree to amend the Commitment letters referred to above
as described in the Term Sheet.
Sincerely,
QVC NETWORK, INC.
By: /s/ Neal S. Grabell
_____________________
Acknowledged and Agreed to:
ADVANCE PUBLICATIONS, INC.
By: /s/ Donald E. Newhouse
__________________________
BELLSOUTH CORPORATION
By: /s/ Charles C. Miller, III
___________________________
COMCAST CORPORATION
By: /s/ Stanley L. Wang
___________________________
COX ENTERPRISES, INC.
By: /s/ James C. Kennedy
___________________________
Page 7 of 8
<PAGE>8
TERM SHEET
Term to Outside Investors
Common Stock BellSouth to purchase
additional $500 million at $42
per share
All Investors reset previously
committed purchases of Common
stock to $52
Convertible Preferred Conversion price to be lowered
Series E: to $55 per share; other terms
unchanged
Investor Stock Options: Remain at $60 per share
Revised Bid Structure
Financing Sources: BellSouth to purchase an
additional $500 million of
common stock as described
above
QVC to raise an additional
$250 million through
additional bank borrowings
Uses: $250 million to replace same
amount of liquidation
preference in QVC merger
preferred (new ratio to be
.2386 per Paramount Share)
Tender Offer: Increased to $104 per
Paramount Share
Warrant: No Changes.
Page 8 of 8
<PAGE>9
(212) 474-1582
February 2, 1994
QVC Network, Inc.
Schedule 13D Amendment
Dear Sirs:
On behalf of our client BellSouth Corporation,
enclosed for electronic filing with the Securities and
Exchange Commission pursuant to Section 13(d)(2) of the
Securities Exchange Act of 1934 and Rule 13d-2 promulgated
thereunder is Amendment No. 3 to the Schedule 13D filed by
BellSouth Corporation with respect to the common stock, par
value $.01 per share, of QVC Network Inc. (the
"Securities"). A copy of the Amendment is being delivered
by certified mail to QVC Network, Inc. and the NASDAQ -
National Market System, which is the only exchange on
which the Securities are listed.
Very truly yours,
Kurt J. Berney
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Encls.
60A
