SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
Amendment No. 8
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
___________________
QVC, INC.
(Name of Subject Company)
QVC, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 Per Share
Series B Preferred Stock, par value $.10 Per Share
Series C Preferred Stock, par value $.10 Per Share
(Title of Class of Securities)
747262 10 3
(only with respect to the Common Stock)
(CUSIP Number of Class of Securities)
___________________
Neal S. Grabell, Esq.
Senior Vice President, General Counsel and Secretary
QVC, Inc.
1365 Enterprise Drive
West Chester, Pennsylvania 19380
(610) 430-1000
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
___________________
With a copy to:
Pamela S. Seymon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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This Statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of QVC,
Inc., a Delaware corporation, filed with the Securities and
Exchange Commission on August 11, 1994, as previously amended
and supplemented (the "Schedule 14D-9"), with respect to the
tender offer made by QVC Programming Holdings, Inc., a Delaware
corporation to be wholly owned by Comcast Corporation, a Penn-
sylvania corporation, and Liberty Media Corporation, a Delaware
corporation and a wholly-owned subsidiary of Tele-Communica-
tions, Inc., a Delaware corporation (collectively, the
"Bidders"), to purchase all outstanding Shares at a price of
$46 per Common Share and $460 per Preferred Share, net to the
seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated August 11, 1994 and the related Letter of Transmittal,
which were annexed to and filed with the Schedule 14D-9 as Ex-
hibits 1 and 2, respectively, as amended and supplemented by
filings with the Commission on Schedule 14D-1 by the Bidders
(as described herein or therein).
Capitalized terms used and not defined herein shall
have the meanings assigned such terms in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Pursuant to a press release dated October 21, 1994,
Comcast and TCI announced that the Purchaser extended the
expiration date of the Offer until 5:00 p.m., New York City
time, on Friday, November 18, 1994. The press release stated
that Comcast and TCI do not expect that the applicable waiting
periods under the HSR Act relating to the acquisition of QVC
will have expired by October 21, 1994, the time at which the
Offer was previously scheduled to expire. A copy of the press
release was filed by the Bidders with the Commission on October
21, 1994 as an exhibit to the Schedule 14D-1, together with
Amendment No. 9 to the Schedule 14D-1.
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Item 9. Material to be Filed as Exhibits.
Exhibit 1** -- Offer to Purchase, dated August 11,
1994.
Exhibit 2** -- Letter of Transmittal.
Exhibit 3** -- Proxy Statement dated May 31, 1994
relating to QVC, Inc.'s 1994 Annual
Meeting of Stockholders.
Exhibit 4** -- Agreement and Plan of Merger, dated as
of August 4, 1994, among QVC, Inc.,
Comcast Corporation, Liberty Media
Corporation and Comcast QMerger, Inc.
(now known as QVC Programming Hold-
ings, Inc.).
Exhibit 5** -- Letter Agreement, dated as of August
4, 1994, among Comcast Corporation,
Barry Diller and Arrow Investments,
L.P.
Exhibit 6** -- Letter Agreement, dated as of August
4, 1994, among Comcast Corporation,
Liberty Media Corporation and Tele-
Communications, Inc.
Exhibit 7** -- Letter to Stockholders of QVC, Inc.
dated August 11, 1994.*
Exhibit 8** -- Press Release issued by QVC, Inc.,
Comcast Corporation and Liberty Media
Corporation on August 5, 1994.
Exhibit 9** -- Opinion of Allen & Company Incorpo-
rated dated August 4, 1994.*
Exhibit 10** -- Report of Allen & Company Incorporated
to the Board of Directors of QVC, Inc.
dated August 4, 1994.
Exhibit 11** -- Engagement Letter, dated August 4,
1994, between QVC, Inc. and Allen &
Company Incorporated (including the
related Indemnity Letter).
* Included with Schedule 14D-9 mailed to Stockholders.
** Previously filed.
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Exhibit 12** -- Press release issued by QVC, Inc. and
Comcast Corporation on August 25,
1994.
** Previously filed.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
QVC, INC.
Dated: October 21, 1994 By: /s/ Neal S. Grabell
Neal S. Grabell
Senior Vice President,
General Counsel & Secretary<PAGE>
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EXHIBIT INDEX
Exhibit No. Description Page No.
Exhibit 1** -- Offer to Purchase, dated August 11,
1994. ..................................
Exhibit 2** -- Letter of Transmittal...................
Exhibit 3** -- Proxy Statement dated May 31, 1994
relating to QVC, Inc.'s 1994 Annual
Meeting of Stockholders.................
Exhibit 4** -- Agreement and Plan of Merger, dated
as of August 4, 1994, among QVC, Inc.,
Comcast Corporation, Liberty Media
Corporation and Comcast QMerger,
Inc. (now known as QVC Programming
Holdings, Inc.).........................
Exhibit 5** -- Letter Agreement, dated as of August
4, 1994, among Comcast Corporation,
Barry Diller and Arrow Investments,
L.P.....................................
Exhibit 6** -- Letter Agreement, dated as of August 4,
1994, among Comcast Corporation, Lib-
erty Media Corporation and TeleCom-
munications, Inc........................
Exhibit 7** -- Letter to Stockholders of QVC, Inc.
dated August 11, 1994.*.................
Exhibit 8** -- Press Release issued by QVC, Inc.,
Comcast Corporation and Liberty Media
Corporation on August 5, 1994...........
Exhibit 9** -- Opinion of Allen & Company Incorpo-
rated dated August 4, 1994.*............
Exhibit 10** -- Report of Allen & Company Incorporated
to the Board of Directors of QVC, Inc.
dated August 4, 1994....................
Exhibit 11** -- Engagement Letter, dated August 4, 1994,
between QVC, Inc. and Allen & Company
Incorporated (including the related
Indemnity Letter).......................
* Included with Schedule 14D-9 mailed to Stockholders.
** Previously filed.
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Exhibit 12** -- Press release issued by QVC, Inc. and Comcast
Corporation on August 25, 1994..........
** Previously filed.
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