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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 26)
Under the Securities Exchange Act of 1934*
QVC, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
437351109
- --------------------------------------------------------------------------------
(CUSIP Number)
John M. Draper, Esq.
Senior Vice President
and General Counsel
Liberty Media Corporation
8101 E. Prentice Ave., Suite 500
Englewood, Colorado 80111
Tel. No. (303) 721-5400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 21, 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 this 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 less than five percent 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 should 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 21 pages
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CUSIP No. 747262 10 3
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
LIBERTY MEDIA CORPORATION
84 - 1146903
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
BK
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0 Shares
Shares Bene- -------------------------------------------------------------
ficially (8) Shared Voting Power 18,883,801 Shares
Owned by -------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person -------------------------------------------------------------
With (10) Shared Dispositive Power 18,883,801 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
18,883,801 Shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares /x/
Excludes shares of Common Stock beneficially owned by the
Executive Officers and Directors of the Reporting Person.
Excludes 294,944 shares which may be deemed to be
beneficially owned by Liberty by virtue of its ownership of
equity interests in two entities which are the record owners
of Company securities. Also excludes shares beneficially
owned by TCI and Barry Diller. See Item 5.
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
40.7% See Item 5.
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 26)
Statement Of
LIBERTY MEDIA CORPORATION,
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
QVC, INC.
This Report on Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock"), of QVC, Inc., a Delaware corporation
formerly known as QVC Network, Inc. (the "Company"). The Report on Schedule 13D
originally filed by Liberty Media Corporation, a Delaware corporation
("Liberty" or the "Reporting Person"), as most recently amended by Amendment
No. 25 thereto, dated as of May 18, 1994 (collectively, the "Schedule 13D"), is
hereby amended and supplemented as set forth below. Certain capitalized terms
used in this Report but not otherwise defined herein have the meanings
previously given to them in the Schedule 13D.
The Reporting Person filed Amendment Nos. 14 through 24 of the
Schedule 13D as a member of the Reporting Group with Comcast and Barry Diller;
however, Liberty is no longer a party to the Stockholders Agreement with
Comcast and Diller and no longer may be deemed to constitute a "group" with
Comcast and Diller for purposes of Rule 13d-5 under the Exchange Act solely by
virtue of the collective agreements relating to the voting and disposition of
Company Securities contained in the Stockholders Agreement. However, as a
result of certain mutual agreements as to the voting and disposition of the
Company Securities held by Liberty and Comcast contained in the Letter
Agreement (as defined below) between Liberty and Comcast, Liberty and Comcast
may be deemed to constitute a "group" pursuant to such Rule 13d-5 with respect
to their respective beneficial ownership of the Company Securities and to share
beneficial ownership of the Company Securities beneficially owned by each of
them. Information contained herein relating to any person other than Liberty
has been provided based upon information received by Liberty from such person,
and Liberty has no responsibility for the accuracy or completeness of such
information.
The descriptions contained herein of the Letter Agreement and
the related press release are qualfied in their entirety by reference to the
complete text of such documents, copies of which have been filed as Exhibits
hereto and are hereby incorporated by reference herein for all purposes.
Page 3 of 21 pages
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ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended and supplemented to
include the following information:
This Report is being filed by Liberty. On July 12, 1994, Comcast
announced an offer to acquire all of the outstanding Common Stock of the
Company not owned by Comcast in a business combination in which holders of
Common Stock other than Comcast would receive cash and Comcast securities having
a combined value of $44 per share of Common Stock. On July 21, 1994, Liberty
and Comcast issued a press release announcing that they had entered into a
letter agreement, dated July 21, 1994 (the "Letter Agreement"), pursuant to
which Liberty has agreed to participate with Comcast in Comcast's original
offer, which has been amended (as so amended, the "Offer") to (i) provide that
Comcast and Liberty will be joint bidders in the Offer and (ii) change the
consideration to be paid to holders of the outstanding Common Stock other than
Comcast or Liberty to $44 per share in cash in a merger or other similar
transaction between the Company and one or more entities owned by Liberty
and/or Comcast (the "Merger").
As a result of certain mutual agreements contained in the Letter
Agreement as to the voting and disposition of the Company Securities held by
Liberty and Comcast and Liberty's and Comcast's agreement to act together with
respect to the Offer, Liberty and Comcast may be deemed to share beneficial
ownership of the Company Securities beneficially owned by each of them and to
constitute a "group" for purposes of Rule 13d-5 under the Exchange Act with
respect to their respective beneficial ownership of the Company Securities.
Notwithstanding such agreements, Liberty disclaims beneficial ownership of all
of such shares held by Comcast. See Items 4 and 6 below.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented to
include the following information:
It is presently anticipated that the amount of funds required to
acquire the shares of Common Stock presently outstanding and not owned by
Liberty or Comcast pursuant to the Offer and to pay other related costs and
expenses is approximately $1.3 billion. In connection with the making of the
Offer, Comcast and Liberty have agreed in the Letter Agreement to make
available, directly or indirectly, all Company Securities held, directly or
indirectly, by each of them for purposes of the Offer. Liberty anticipates that
such shares may be pledged as collateral in connection with obtaining the
financing required to consummate the Offer.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented to
include the following information:
The purpose of the Offer is to acquire all of the outstanding Common
Stock of the Company not held by Liberty or Comcast, with the result that
following the Merger Liberty and Comcast collectively will hold all of the
outstanding equity securities of the Company.
Pursuant to the Letter Agreement, Liberty and Comcast have agreed to
make the Offer jointly. The Letter Agreement provides that, among other things,
all material decisions relating to the Offer shall be unanimous and that
Liberty and Comcast will use their
Page 4 of 21 pages
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reasonable best efforts to resolve, on a mutually acceptible basis, any
disagreements with respect to such material decisions.
Based on Liberty's and Comcast's current relative ownership of the
outstanding Company Securities and the structure of the Offer, the Letter
Agreement provides that, Liberty would own approximately 43% and Comcast would
own approximately 57% of the oustanding equity securities of the Company
following consumation of the Offer. The Letter Agreement also contains a
number of provisions relating to the governance of the Company following the
consumation of the proposed Merger, which provisions generally provide that
Comcast will be entitled to manage the business and affairs of the Company,
except that Liberty's consent will be required prior to the entering into of
certain transactions or the taking of certain actions by the Company.
Liberty has considered, but has not made any decision, concerning its
course of action if Liberty and Comcast are unable to agree upon any material
decisions concerning the Offer, if the Company's Board of Directors rejects
the Offer or refuses to engage in discussions with Liberty and Comcast
regarding the proposed Merger, or if begun, such discussions, do not result in
the execution of a mutually satisfactory merger agreement. In such event,
subject to the Letter Agreement, Liberty could decide (i) to acquire additional
Company Securities in the open market, in privately negotiated transactions or
otherwise, (ii) to dispose of all or a portion of the Company Securities
beneficially owned by it, (iii) to continue to hold such shares as a passive
investment, (iv) to continue to hold such shares and actively seek, through
one or more means, to obtain or influence control of the Company, or (v) to
take any other available course of action, which could involve one or more of
the types of transactions or have one or more of the results described in Item
4 of Schedule 13D. Regardless, Liberty specifically reserves the right to
change its intention with respect to any or all of such matters. In reaching
any decision as to its course of action (as well as to the specific elements
thereof), Liberty currently expects that it would take into consideration a
variety of factors, including, but not limited to, the Company's business and
prospects, other developments concerning the Company and the cable television
and entertainment programing industries generally, other business opportunities
available to Liberty and TCI (as a result of the proposed combination of the
respective businesses of Liberty and TCI) and other developments with respect
to the business of TCI and Liberty, general economic conditions and money and
stock market conditions, including the market price of the Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby supplemented and amended to
include the following information:
On July 11, 1994, Diller's option pursuant to the Liberty-QVC
Agreement and the Stockholders Agreement to purchase the equivalent of
1,627,934 shares of Common Stock from Liberty expired in accordance with its
terms, without Diller's having exercised all or any portion of such option. As
a result, other than pursuant to the Letter Agreement, Liberty is not currently
a party to any contract, arrangement or understanding with respect to the
voting or disposition of the Company Securities beneficially owned by it.
By virtue of the agreements made by Liberty and Comcast in the Letter
Agreement, Liberty may be deemed to have shared voting and dispositive power
with Comcast with respect to the Company Securities beneficially owned by each
of Liberty and Comcast. See Items 4 and 6. As a result, Liberty may be deemed
to beneficially own
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Company Securities representing approximately 40.7% of the outstanding Common
Stock, consisting of 10,255,867 shares held by Liberty (which amount does not
include any shares held by Sioux Falls, LCI or TCI) and 8,627,934 shares
held by Comcast (which amount includes certain warrants to purchase shares of
Common Stock but does not include any shares held by Mr. Diller).
Notwithstanding such agreements, Liberty disclaims beneficial ownership of all
of such shares held by Comcast.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO THE SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby supplemented and amended to
include the following information:
The information contained in Items 3 and 4 above is incorporated by
reference in this Item 6.
In the Letter Agreement each of Liberty and Comcast has agreed that
until the consummation of Merger or the earlier termination of the Letter
Agreement, it will vote all Company Securities beneficially owned by it in
favor of the Merger and any related matters, and will not sell or dispose of
any Company Securities or enter into any agreement relating to the voting or
sale or purchase of its Company Securities.
The Letter Agreement also provides for the termination of the
obligations of Liberty and Comcast thereunder under certain circumstances set
forth in Section 11 of the Letter Agreement.
The descriptions contained herein of the Letter Agreement and the
related press release are qualified in their entirety by reference to the full
text of such documents, copies of which have been filed as Exhibits hereto and
which are hereby incorporated by reference herein for all purposes.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby supplemented and amended to
include the following information:
99.44 Letter Agreement, dated July 21, 1994, from Comcast
Corporation to Liberty Media Corporation.
99.45 Press Release, dated July 21, 1994, by Liberty Media
Corporation and Comcast Corporation.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information in this statement is true,
complete and correct.
Dated: July 21, 1994
LIBERTY MEDIA CORPORATION
By: /s/ Peter R. Barton
---------------------------
Name: Peter R. Barton
Title: President
Page 7 of 21 pages
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
No. Description No.
- ------- ----------- ----
<S> <C>
99.44 Letter Agreement, dated July 21, 1994, from Comcast
Corporation to Liberty Media Corporation.
99.45 Press Release, dated July 21, 1994, by Liberty Media
Corporation and Comcast Corporation.
</TABLE>
Page 8 of 21 pages
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EXHIBIT 99.44
COMCAST CORPORATION
1500 Market Street
Philadelphia, PA 19102-4735
July 21, 1994
LIBERTY MEDIA CORPORATION
8101 East Prentice Avenue
Suite 500
Denver, Colorado 80111
Gentlemen:
This letter confirms our mutual agreement with respect to the
proposed acquisition of all of the outstanding equity securities of QVC, Inc.
("QVC") not presently owned by you and us, as well as certain related matters.
On July 12, 1994 Comcast Corporation ("Comcast") offered to acquire all of the
outstanding shares of QVC in a merger (the "Merger") for cash and Comcast
securities having a combined value of $44 per share. Upon the execution and
delivery of this agreement, we will notify QVC that a new offer (the "Offer")
is being made jointly by Comcast and Liberty, and that we are revising the
terms of the previous offer to provide that in the Merger each share of QVC
common stock would be acquired for $44 in cash.
1. Structure of Offer. Comcast and Liberty agree to make the
Offer jointly. All material decisions with respect to the Offer must be
unanimous. Both Comcast and Liberty agree to use their reasonable best
efforts, acting in good faith, to resolve, on a mutually acceptable basis, any
disagreements they may have with respect to such material decisions. If they
cannot so resolve any such disagreements, then either party may terminate this
agreement pursuant to paragraph 11 below.
The parties hereto presently contemplate that QVC will be the
surviving corporation in the Merger, with one or more wholly- owned
subsidiaries of the respective parties merging into QVC. The parties agree to
work together to arrange the financing required for the Merger, as heretofore
proposed by Comcast, including one or more margin credit facilities.
In connection with the making of the Offer, Comcast and Liberty
agree to make available, directly or indirectly,
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all shares of QVC capital stock (or rights to acquire such shares), held,
directly or indirectly, by each of them (other than, with respect to Liberty,
any such shares held by Tele-Communications, Inc. ("TCI"), Sioux Falls, L.P.
and Lenfest Communications, Inc. (collectively, the "Exempt Shares")), to a
mutually acceptable entity or entities (either existing or newly formed) for
purposes of the Offer. In addition, Comcast agrees that it will contribute to
such entity an amount of cash equal to (i) the amount necessary to exercise all
warrants to acquire QVC common stock held by Comcast (or at Comcast's election,
to exercise such warrants prior to such contribution) and (ii) $229 million in
cash (to be credited to the purchase of QVC shares at $44 per share) to such
entity in connection with the financing of the Offer (the "Comcast Additional
Contribution"). Based upon the parties' relative stock ownership of QVC
securities, following such contributions and the Merger, the parties agree that
the equity interests in the surviving corporation in the Merger will be owned
57.4% by Comcast and 42.6% by Liberty. The parties acknowledge and agree that
the business combination of TCI and Liberty shall not result in the shares of
capital stock of QVC owned directly or indirectly by TCI on the date hereof
becoming subject to the terms of this agreement nor shall such shares be deemed
to be directly or indirectly owned by Liberty.
2. Post-Merger Structure. Following the Merger, the charter
and by-laws of QVC will provide that matters submitted to the board of
directors or to the shareholders of QVC shall be determined by a majority vote
of the directors or shareholders, as the case may be. The charter will also
provide that without the consent of Liberty, QVC may not take or cause to be
taken any of the actions set forth on Schedule I hereto. Each of Comcast and
Liberty agree that each of them will be entitled to cause its shares of QVC to
be registered under the Securities Act of 1933 in the manner set forth in
Schedule II hereto, subject to a right of first refusal by the other party.
All other transfers (except to majority-owned affiliates that agree to be bound
by all of the terms of the definitive agreement referred to below) will be
subject to a right of first refusal to the other party. The foregoing
provisions will be included in a definitive agreement prepared and executed by
the parties hereto as soon as practicable following the Merger.
3. Representations and Warranties of Comcast. Comcast
represents and warrants to Liberty that: (a) Comcast is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania, and has full power and authority to execute,
deliver and perform this agreement and the performance of Comcast's obligations
hereunder have been duly authorized by all necessary action (corporate or
other) on the part of Comcast;
2
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(b) this agreement has been duly executed and delivered by Comcast and,
assuming the due execution and delivery thereof by Liberty is a valid and
binding obligation of Comcast, enforceable in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the rights of creditors generally
and by general principles of equity; (c) the execution and delivery of this
agreement and the performance of Comcast's obligations hereunder will not (i)
require the consent, approval or authorization of, or any registration,
qualification or filing with, any governmental agency or authority or any other
person or (ii) conflict with or result in a material breach or violation of (A)
any material agreement to which Comcast is a party or (B) assuming expiration
of all applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), without objection to the
transactions contemplated hereby by the DOJ or the FTC, any applicable law or
regulation; (d) there is no litigation, governmental or other proceeding,
investigation or controversy pending or, to Comcast's knowledge, threatened
against Comcast relating to the transactions contemplated by this agreement;
and (e) except for filings under the HSR Act, no consent, approval or
authorization of, nor any registration, qualification or filing with, any
governmental agency or authority or any other person is required in order for
Comcast to execute, deliver or perform this agreement.
4. Representations and Warranties of Liberty. Liberty
represents and warrants to Comcast that: (a) Liberty is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has full power and authority to execute, deliver and perform this
agreement and the performance of Liberty's obligations hereunder have been duly
authorized by all necessary action (corporate or other) on the part of Liberty;
(b) this agreement has been duly executed and delivered by Liberty and,
assuming the due execution and delivery thereof by Comcast, is a valid and
binding obligation of Liberty, enforceable in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the rights of creditors generally
and by general principles of equity; (c) the execution and delivery of this
agreement and the performance of Liberty's obligations hereunder will not (i)
require the consent, approval or authorization of, or any registration
qualification or filing with, any governmental agency or authority or any other
person or (ii) conflict with or result in a material breach or violation of (A)
any material agreement to which Liberty is a party or (B) assuming expiration
of all applicable waiting periods under the HSR Act without objection to the
transactions contemplated hereby by the DOJ or the FTC, any applicable law or
regulation; (d)
3
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Liberty has previously made filings (and the applicable waiting period has
expired) under the HSR Act with respect to the acquisition of up to 49.9% of
the shares of common stock of QVC; (e) there is no litigation, governmental or
other proceeding, investigation or controversy pending or, to Liberty's
knowledge, threatened against Liberty relating to the transactions contemplated
by this agreement; and (f) except for filings under the HSR Act, no consent,
approval or authorization of, nor any registration, qualification or filing
with, any governmental agency or authority or any other person is required in
order for Liberty to execute, deliver or perform this agreement.
5. Covenants of Liberty and Comcast. Each of Liberty and
Comcast agree that from the date hereof until the consummation of the
transactions contemplated hereby, or the termination of this agreement, it will
(i) vote all shares of QVC capital stock owned by it, directly or indirectly,
in favor of the Merger and the related matters provided for in the Merger
Agreement (as defined below) (ii) not sell or dispose of any shares of QVC
capital stock (or rights to acquire such shares) owned by it or enter into any
agreement, arrangement or understanding with any other person the effect of
which is to limit or restrict its right to vote such shares in accordance with
the terms of this agreement; and (iii) not enter into any agreement,
arrangement or understanding with any other person with respect to the
purchase, sale or voting of shares of QVC; provided, however, that as to
Comcast, this Section 5 shall become effective only upon the termination of its
stockholders agreement with Barry Diller, dated July 12, 1993, as amended,
which termination Comcast agrees to use its best efforts to obtain within
thirty (30) days of the date hereof; provided, further, that with respect to
Liberty the foregoing shall not apply to the Exempt Shares.
6. QVC Merger. Comcast and Liberty agree that they will use
their respective reasonable best efforts to proceed to negotiate a definitive
merger agreement (the "Merger Agreement") with QVC based upon the draft thereof
dated July 19, 1994, a copy of which has been furnished to Liberty.
7. Mutual Covenants. Each of Comcast and Liberty agree:
(a) to use all reasonable efforts to cause the transactions contemplated by
this agreement to be consummated as promptly as practicable; (b) upon
consummation of the Merger, to cooperate in good faith to cause QVC and HSN to
pursue jointly business opportunities outside the United States and Canada; and
(c) that following consummation of the Merger neither Comcast nor Liberty shall
be under any obligation (legal or otherwise) to offer to QVC or any other party
any business opportunity which any of them may now or thereafter desire to
pursue.
4
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8. Regulatory Approvals. The obligations of the parties under
this agreement will be conditioned upon the receipt of all necessary government
and agency approvals required for the consummation of the transactions
contemplated hereby, including, but not limited to, compliance with all
securities laws and the termination of all applicable waiting periods under
the HSR Act.
9. Fees and Expenses. All costs and expenses incurred in
connection with this agreement and the transactions contemplated hereby (other
than any costs and expenses related to the Comcast Additional Contribution)
shall be paid or reimbursed by QVC following the Merger, and before then, paid
by the party incurring such expenses (except for financing and financial
advisory fees which shall be borne equally by the parties).
10. Governing Law. This letter shall be governed by and
construed in accordance with the substantive law of the State of New York.
11. Termination. The obligations of the parties hereunder
shall terminate on the earliest of (i) September 20, 1994, in the event that
Comcast shall not have terminated the stockholders agreement referred to in
Section 5, (ii) the date on which one party hereto notifies the other that it
elects to terminate this agreement because the parties have not been able to
resolve a disagreement concerning a material decision with respect to the
Offer, as provided in paragraph 1 above, and (iii) September 20, 1994, if the
Merger Agreement has not theretofore been executed or the parties have not
theretofore commenced a cash tender offer. If a party terminates this
agreement pursuant to subparagraph (i) or (ii) above, such terminating party
shall be free to sell, dispose of, vote at any meeting of QVC shareholders (but
not give any proxy or to enter into any voting agreement or hold its QVC stock
as it chooses, but such terminating party may not join with, encourage, solicit
or assist any competing bidder for QVC so long as the non-terminating party is
actively pursuing the Merger, other than to sell its QVC stock to such
competing bidder in a cash tender offer, on the final day of such tender offer,
that is part of an acquisition proposal that has been valued by the market
higher than the then-current offer being made by the non-terminating party, if
such terminating party chooses to do so; provided however, that in the event
Comcast sells any of its QVC shares or agrees to vote with any person (other
than Barry Diller pursuant to the Stockholders Agreement referred to in Section
5), then this agreement shall terminate as to Liberty notwithstanding anything
to the contrary contained herein.
5
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12. Binding Obligation. It is understood that this letter
agreement constitutes a legally binding obligation of the parties hereto. The
parties acknowledge and agree that the proposed business combination of TCI and
Liberty shall not constitute a sale or transfer of the shares of QVC capital
stock held by Liberty.
Very truly yours,
COMCAST CORPORATION
By:
--------------------------
Name:
Title:
Agreed to:
LIBERTY MEDIA CORPORATION
By:
----------------------
Name:
Title:
6
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SCHEDULE I
MANAGEMENT STRUCTURE
<TABLE>
<S> <C>
MANAGEMENT The Management Committee of QVC, Inc. (the "Company") will be comprised of three representatives appointed by
COMMITTEE: Comcast and one representative appointed by Liberty who shall be reasonably acceptable to Comcast. One
additional representative of any other existing shareholder of QVC may also be appointed with Comcast's and
Liberty's consent, which person shall be reasonably acceptable to Comcast and Liberty.
DAY-TO-DAY The day-to-day operations of the Company will be managed by Comcast.
MANAGEMENT:
SIGNIFICANT The Company shall not engage in any of the following transactions or take any of the following actions unless
TRANSACTIONS: approved in advance by Liberty:
(i) any transaction or action which would result in the Company (x) conducting or engaging in any
business other than the Primary Business, (y) participating (whether by means of a management,
advisory, operating, consulting or similar agreement or arrangement) in a business other than the
Primary Business, or (z) having any record or beneficial equity interest, either as a principal,
trustee, stockholder, partner, joint venturer or otherwise, in any Person not primarily engaged
in the Primary Business (a "Restricted Person"); provided however, that the beneficial ownership
for investment purposes of ten percent (10%) or less of the equity of any such Restricted Person
shall not constitute a violation of this clause; the term "Primary Business" shall mean the
business of (x) marketing of goods or services over any electronic media (other than principally
entertainment programming) and (y) any activities ancillary thereto or vertically integrated
therewith (including, without limitation, manufacturing, production, warehousing and distribution
of such
</TABLE>
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<TABLE>
<S> <C> <C>
goods and services and customer financing);
(ii) any transaction not in the ordinary course of business, launching new or additional channels or
engaging in any new field of business, in each case, which would result in, or would have a
reasonable likelihood of resulting in, Liberty or any of its affiliates being required (pursuant
to any law, statute, rule, regulation, order or judgement promulgated or issued by any court of
competent jurisdiction or the United States government or any Federal governmental, regulatory, or
administrative authority or agency or tribunal) to divest itself of its Company securities, or
interests therein, or any other assets of such entity, or which would render such entity's
continued ownership of such stock or assets illegal or subject to the imposition of a fine or
penalty or which would impose material restrictions or limitations on such entity's full rights
of ownership (including, without limitation, voting) thereof or therein;
(iii) the disposition, directly or indirectly by the Company (or any subsidiary thereof) in a
transaction or series of transactions not in the ordinary course of business of the Company or
any subsidiary of the Company, of a material amount of the assets of the Company or any such
subsidiary (to be defined in the definitive agreements), except for pledges, grants of security
interests, security deeds, mortgages or similar encumbrances securing bona fide indebtedness;
(iv) the merger or consolidation of the Company (except a merger between a wholly-owned subsidiary and
the Company where the Company is the surviving entity of such merger and where there is no change
in any class or series of outstanding capital stock of the Company) or the dissolution or
liquidation of the Company;
</TABLE>
Page 16 of 21 pages
<PAGE> 9
<TABLE>
<S> <C> <C>
(v) any amendments to the Certificate of Incorporation or By-Laws of the Company;
(vi) the issuance, grant, offer, sale, acquisition, redemption or purchase by the Company of any shares
of its capital stock or other equity securities, or any securities convertible into, or options,
warrants or rights of any kind to subscribe to or acquire, any shares of its capital stock or
other equity securities; any split-up, combination or reclassification of the capital stock of the
Company or the entering into of any contract, agreement, commitment or arrangement with respect to
any of the foregoing, except that the Company may issue an aggregate of up to 1% of its capital
stock (at any time outstanding) pursuant to employee stock options granted to employees on or
after the closing and repurchase stock or options from present or former employees;
(vii) the amendment or modification of any outstanding options, warrants or rights to acquire, or
securities convertible into, shares of the capital stock or other securities of the Company or of
any outstanding stock option or stock purchase plans or agreements;
(viii) the filing by the Company (or any material subsidiary thereof) of a petition under the Bankruptcy
Act or any other insolvency law, or the admission in writing of its bankruptcy, insolvency or
general inability to pay its debts;
(ix) except with the consent of Liberty (such consent not to be unreasonably withheld), the
commencement or settlement of litigation or arbitration which is other than in the ordinary course
of business and is likely to have a material impact on the Company and its subsidiaries; taken as
a whole;
(x) the entering into by the Company or any of its subsidiaries of material contracts, except any such
contract which is connected with carrying on the Primary Business; and
</TABLE>
Page 17 of 21 pages
<PAGE> 10
<TABLE>
<S> <C> <C>
(xi) (a) without the consent of Liberty, such consent not to be unreasonably withheld, any transactions
between the Company or any of its affiliates and Comcast or any of its affiliates or associates,
other than transactions between Comcast and its affiliates or associates and the Company and its
affiliates that are on arms-length terms (which Comcast shall advise Liberty of) and (b)
agreements between the Company or its affiliates and Comcast or its affiliates or associates
relating to carriage of the Primary Business which are on terms no more favorable than those
granted to Liberty and its affiliates.
CORPORATE Neither party (nor the directors, officers, members of the Management Committee, employees or agents of the
OPPORTUNITIES: Company or any subsidiary who are also directors, officers, employees or agents of either party) shall be
obligated to present any corporate opportunity to the Company or its subsidiaries and each such party shall
be free to pursue such opportunity for its sole benefit.
</TABLE>
Page 18 of 21 pages
<PAGE> 11
SCHEDULE II
Following the Merger, each of Comcast and Liberty shall be entitled to three
demand registrations with respect to their stock of QVC pursuant to customary
registration rights agreements to be included in the definitive agreement
referred to in paragraph 2 of the letter agreement. Prior to the time QVC is a
publicly-traded company, the rights of first refusal shall be exercised based
upon a projected initial public offering price of QVC common stock as
determined by three investment bankers (one chosen by Comcast, one chosen by
Liberty and, if they cannot agree, by a third independent investment banker
chosen by the first two investment bankers).
Page 19 of 21 pages
<PAGE> 1
EXHIBIT 99.45
FOR IMMEDIATE RELEASE
COMCAST AND LIBERTY MEDIA
AGREE TO PURSUE JOINT BID FOR QVC
--------------------------------
OFFER REVISED TO ALL CASH
--------------------------------
Philadelphia, Pennsylvania and Denver, Colorado -- July 21, 1994: Comcast
Corporation and Liberty Media Corporation announced that Liberty has agreed to
join with Comcast in making a joint offer to acquire in a merger all of the
outstanding shares of QVC, Inc. for $44 per share in cash. If Comcast and
Liberty ultimately acquire all remaining QVC shares, Comcast and Liberty would
own approximately 57% and 43% respectively, of QVC.
Comcast and Liberty have agreed that if a merger with QVC is
consummated, QVC would be managed by Comcast.
Representatives of Comcast and Liberty met this morning with
representatives of QVC to advise QVC of the Comcast-Liberty agreement and the
revised all cash offer. Comcast and Liberty also advised QVC of their
willingness to expedite the receipt of the cash consideration by QVC's
shareholders.
Comcast Corporation is principally engaged in the development,
management and operation of cable
Page 20 of 21 pages
<PAGE> 2
communications networks. Comcast's consolidated and pro-rated affiliated
operations served approximately 3.0 million cable subscribers at March 31,
1994. 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 tag line]
* * *
FOR FURTHER INFORMATION CONTACT:
Comcast Corporation
[name]
[telephone]
Liberty Media Corporation
[name]
[address]
2
Page 21 of 21 pages
