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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 25)
Under the Securities Exchange Act of 1934*
QVC NETWORK, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
437351109
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 16, 1994
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(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 8 pages
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CUSIP No. 747262 10 3
<TABLE>
<S> <C>
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons
LIBERTY MEDIA CORPORATION
84 - 1146903
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
Delaware
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Number of (7) Sole Voting Power 10,255,867 Shares
Shares Bene- ------------------------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by ------------------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 10,255,867 Shares
ing Person ------------------------------------------------------------------------
With (10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,255,867 Shares
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(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. See Item 5.
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(13) Percent of Class Represented by Amount in Row (11)
23.5%
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(14) Type of Reporting Person (See Instructions)
CO
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 25)
Statement Of
LIBERTY MEDIA CORPORATION,
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
QVC NETWORK, INC.
This Report on Schedule 13D 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 originally filed by
Liberty Media Corporation, a Delaware corporation ("Liberty" or the "Reporting
Person"), as most recently amended by Amendment No. 24 thereto, dated as of
April 25, 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 no longer may be deemed to constitute a "group" with Comcast
and Diller for purposes of Rule 13d-5 under the Exchange Act with respect to
the respective beneficial ownership of Liberty, Comcast and Diller of the
Common Stock. As a result, Liberty is filing this Report by itself and not as a
member of the Reporting Group, and except as noted in Item 5 below, Liberty has
sole voting and dispositive power with respect to all shares of Common Stock
shown to be beneficially owned by it in Item 5 of this Report.
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. As a result of the
expiration of the 90 day period following the Paramount Termination within
which Liberty was entitled to elect to be reinstated as an Eligible Stockholder
under the Stockholders Agreement and Liberty's decision not to be so
reinstated, Liberty no longer may be deemed to constitute a "group" with
Comcast and Diller for purposes of Rule 13d-5 under the Exchange Act with
respect to the
Page 3 of 8 pages
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respective beneficial ownership of the Common Stock of Liberty, Comcast and
Diller. Except for Diller's option pursuant to the Liberty-QVC Agreement and
the Stockholders Agreement to purchase from Liberty the equivalent of 1,627,934
shares of Common Stock, Liberty no longer has any contract, agreement or
understanding with Comcast or Diller with respect to the disposition or voting
of the outstanding equity securities of the Company. As a result, except as
noted in Item 5 below, Liberty now has sole voting and dispositive power with
respect to all shares of Common Stock beneficially owned by it and no longer
has any rights or obligations under the Stockholders Agreement.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented to
include the following information:
Liberty has not made any decision as to its intended course of
action with respect to its ownership interest in the Company, other than its
decision not to be reinstated as an Eligible Stockholder under the Stockholders
Agreement. In reaching any decision as to its course of action (as well as to
the specific elements thereof), Liberty expects to 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 programming industries generally, other business
opportunities available to Liberty and TCI (as a result of the proposed
combination of the respective businesses of TCI and Liberty) and other
developments with respect to the business of Liberty and TCI, general economic
conditions and money and stock market conditions, including the market price of
the Common Stock. In such event, Liberty would likely consider the feasibility
and advisability of various alternative courses of action; and Liberty reserves
the right, subject to applicable law and its contractual obligations, (i) to
hold its Company Securities as a passive investor or as an active investor
(whether or not as a member of a "group" with other beneficial owners of the
Common Stock or otherwise), (ii) to acquire beneficial ownership of additional
shares of Common Stock in the open market, in privately negotiated transactions
or otherwise, (iii) to dispose of all or part of its holdings of Company
Securities, or (iv) to take other actions which could involve one or more of
the types of transactions or have one or more of the results described in the
last paragraph of this Item 4, or (v) to change its intention with respect to
any or all of the matters referred to in this Item 4.
Because Liberty is no longer an Eligible Stockholder under the
Stockholders Agreement, Liberty no longer has the right to designate persons
for election as members of the Board of Directors by the members of the
Reporting Group, nor does Liberty currently have any representative on the
Board of Directors of the Company. However, Liberty currently beneficially owns
shares of Common Stock and Preferred Stock of the Company representing 23.5% of
the outstanding Common Stock (calculated in accordance with Rule 13d-3 under
the Exchange Act) and, while it has no existing plans or proposals to do so,
Liberty in the future may decide to seek representation on the Board of
Directors of the Company.
Other than as described above, neither Liberty nor, to the best of
its knowledge, any of its executive officers, directors or controlling persons,
has any present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional
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securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure ; (g)
changes in the Company's charter, by-laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be deleted from
a national securities exchange or to cease to be authorized to be quoted in any
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby supplemented and amended to
include the following information:
(a) As of the date hereof, Liberty's beneficial ownership of
equity securities of the Company, the total amounts thereof now outstanding and
the percentage of said ownership are set forth in the table below. Except as
noted therein, such table: (i) includes all of the Company's securities as to
which the Liberty has sole voting power or sole investment power and all such
securities as to which the Reporting Person shares voting power or shares
investment power; (ii) assumes that there is no exercise by the Company of its
right to require Liberty to sell certain of the securities held by it to the
Company in the event that certain carriage requirements related to the
Company's programming are not met (the "Company Repurchase Rights"); and (iii)
assumes the conversion of all shares of Preferred Stock (all of which are
presently convertible) beneficially owned by Liberty and the adjustment of the
number of shares of the Company's Common Stock that would be outstanding
subsequent to such conversion.
Based on the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1994, as of March 31, 1994, the number of shares of
Common Stock which were issued and outstanding was 39,904,097.
<TABLE>
<CAPTION>
Registered Equity No. of Shares Adjusted Shares % Beneficially
Securities Beneficially Owned to be Outstanding owned
----------------- ------------------ ----------------- --------------
<S> <C> <C> <C>
Common Stock 10,255,867 1 2 43,632,757 23.5%
</TABLE>
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1 Includes 3,728,660 shares of Common Stock issuable upon the
conversion of 372,866 shares of Series C Preferred Stock, all of
which are beneficially owned by Liberty. Includes 1,627,934 shares of
Common Stock that Diller will be entitled to purchase from Liberty
pursuant to the terms of the Stockholders
(continued...)
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To the knowledge of Liberty, the number of shares of Common Stock
beneficially owned by its executive officers, directors and controlling persons
listed on Schedule 1 to the Schedule 13D (as previously filed and amended)
(beneficial ownership of which shares is disclaimed by Liberty) is set forth
below:
<TABLE>
<CAPTION>
No. of Shares of Common
Individual Stock Beneficially Owned
---------- ------------------------
<S> <C>
Peter R. Barton 2,975
Bob Magness 3,125
H.F. Lenfest 301,381 3
</TABLE>
(b) In addition, Liberty may have shared voting and
dispositive power as to an aggregate of 294,944 shares of Common Stock
beneficially owned by LCI and Sioux Falls. Liberty disclaims beneficial
ownership of such shares as well as all shares beneficially owned by the
executive officers and directors of Liberty.
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1(...continued)
Agreement and the Liberty-QVC Agreement. Does not include any shares
of Common Stock beneficially owned by Comcast or Diller. Does not
include any shares of Common Stock which may be considered
beneficially owned by Liberty as a result of the relationship of
Mr. Magness and Dr. Malone to Liberty. Does not include any Company
Securities beneficially owned by TCI. Does not include 294,944
shares of Common Stock owned by Lenfest Communications, Inc. ("LCI")
and Sioux Falls Cable Television, a general partnership ("Sioux
Falls"). Liberty possesses 50% of the equity interests in each of
LCI and Sioux Falls. As a result of such equity ownership, Liberty
may be deemed to share beneficial ownership in the Common Stock
beneficially owned by such entities with the other holders of equity
interests in LCI and Sioux Falls. Liberty has no contract, agreement
or understanding with any of LCI or Sioux Falls regarding the voting
or disposition of the shares of Common Stock beneficially owned by
such persons. Also excludes shares of Common Stock beneficially
owned by the executive officers and directors of Liberty.
2 The shares of Preferred Stock beneficially owned by Liberty and
certain shares of Common Stock issued to Liberty upon exercise of
certain Warrants to purchase Common Stock and issuable upon
conversion of Preferred Stock, as the case may be, may be subject to
the Company Repurchase Rights. The Company and Liberty have also
tentatively agreed upon a proposal which would result in the Company
withdrawing its assertion of Company Repurchase Rights as to 777,210
shares of Common Stock previously issued upon conversion of the
shares of Preferred Stock of the Company. The proposal would result
in the modifications of certain subscriber requirements and 571,480
of the 777,210 shares of Common Stock would remain subject to Company
Repurchase Rights, although no such rights would presently be able
to be asserted.
3 The 301,381 shares beneficially owned by Mr. H.F. Lenfest include
285,381 shares of Common Stock, record title of which is held
directly or indirectly by LCI. Mr. Lenfest is President, Chief
Executive Officer and a director of LCI and owns approximately 22% of
the outstanding voting securities of LCI. As a result of certain
arrangements between Liberty and Mr. Lenfest, Mr. Lenfest effectively
controls the manner in which shares of Common Stock beneficially
owned by LCI will be voted on any matter presented to stockholders of
the Company. Notwithstanding such arrangements, because of its
equity ownership of LCI, Liberty may be deemed to share beneficial
ownership with Mr. Lenfest with respect to the shares of Common Stock
beneficially owned by LCI. Liberty has no agreement or understanding
with Mr. Lenfest regarding the voting of such shares of Common Stock.
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(c) Except for the transactions described above, Liberty has not
effected any transactions in the classes of securities reported on herein
during the past sixty (60) days, and Liberty is not aware of any other
transactions in such securities by any of the Schedule 1 Persons attributable
to such Reporting Person.
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:
As a result of the expiration of the 90 day period following the Paramount
Termination within which Liberty was entitled to elect to be reinstated as an
Eligible Stockholder under the Stockholders Agreement and Liberty's decision
not to be so reinstated, Liberty no longer may be deemed to constitute a
"group" with Comcast and Diller for purposes of Rule 13d-5 under the Exchange
Act with respect to the respective beneficial ownership of the Common Stock of
Liberty, Comcast and Diller. Except for Diller's option pursuant to the
Liberty-QVC Agreement and the Stockholders Agreement to purchase from Liberty
the equivalent of 1,627,934 shares of Common Stock, Liberty no longer has any
contract, agreement or understanding with Comcast or Diller with respect to the
disposition or voting of the outstanding equity securities of the Company. As a
result, except as noted in Item 5 above, Liberty now has sole voting and
dispositive power with respect to all shares of Common Stock beneficially owned
by it and no longer has any rights or obligations under the Stockholders
Agreement.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information in this statement is true,
complete and correct.
Dated: May 18, 1994
LIBERTY MEDIA CORPORATION
By: /s/ Robert R. Bennett
-----------------------
Name: Robert R. Bennett
Title: Senior Vice President
Page 8 of 8 pages
