SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 12)
QVC, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
747262 10 3
(CUSIP Number)
Pamela S. Seymon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Tel. No. (212) 403-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 4, 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 Sched-
ule 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 report-
ing 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 con-
taining information which would alter disclosures provided in a
prior cover page.
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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).
CUSIP No. 747262 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
BARRY DILLER
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
(3) SEC Use Only
(4) Source of Funds
PF
(5) Check if Disclosure of Legal Proceedings is Required Pur-
suant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
United States
Number of (7) Sole Voting Power 0 Shares
Shares
Beneficially (8) Shared Voting Power 12,627,934 Shares
Owned by
Each Reporting (9) Sole Dispositive Power 0 Shares
Person
With (10) Shared Dispositive Power 12,627,934 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,627,934 Shares (consisting of 4,000,000 Shares
held by Mr. Diller directly and
8,627,934 Shares previously reported to
be held by Comcast.)
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(12) Check if Aggregate Amount in Row (11) Excludes Certain
Shares [x]
Excludes shares of Common Stock beneficially owned by the Execu-
tive Officers and Directors of Comcast. The Reporting Person dis-
claims beneficial ownership of all such shares. See Item 5.
(13) Percent of Class Represented by Amount in Row (11)
27.7% See Item 5.
(14) Type of Reporting Person (See Instructions)
IN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 12)
Statement Of
BARRY DILLER
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. (for-
merly, "QVC Network, Inc."), a Delaware corporation (the "Com-
pany"). The Report on Schedule 13D filed by Barry Diller (the
"Reporting Person"), as most recently amended by Amendment No. 11
thereto, dated as of July 19, 1994 (as amended, the "Schedule
13D"), is hereby amended and supplemented as set forth below. The
Reporting Person filed the initial Report and Amendment Nos. 1
through 10 of the Schedule 13D as a member of a Reporting Group
with Comcast Corporation, a Pennsylvania corporation ("Comcast"),
and Liberty Media Corporation, a Delaware corporation ("Liberty").
Mr. Diller, who may be deemed to be part of a "group" with Comcast
within the meaning of Rule 13d-5 under the Securities Exchange Act
(the "Exchange Act"), filed Amendment No. 11 separately and not as
part of a joint filing with Comcast. Comcast, Liberty and the
Company have entered into a merger agreement (the "Merger Agree-
ment") pursuant to which Comcast and Liberty have agreed to
acquire the Company. Mr. Diller is not participating with Comcast
and Liberty in such transactions (except as discussed in this
Amendment No. 12). All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Schedule
13D.
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented and
amended to include the following information:
This Report is filed by Barry Diller. Pursuant to a
Letter Agreement, dated August 4, 1994, by and among Mr. Diller,
Arrow Investments, L.P., and Comcast (the "Stockholder Letter
Agreement"), Mr. Diller and Comcast have agreed that, subject to
certain conditions, the Stockholders Agreement will terminate
(unless the Merger Agreement is terminated) and that the equity
securities beneficially owned by Mr. Diller and Arrow will be sub-
ject to certain voting, disposition and other arrangements and
restrictions in connection with the proposed tender offer by
Comcast and Liberty for all outstanding shares of Common Stock and
Preferred Stock, to be followed by a merger by and among the Com-
pany, Comcast and Liberty (the "Combination"). Mr. Diller and
Arrow have agreed, among other things, subject to certain limita-
tions, to tender the shares of Common Stock owned by each of them
pursuant to such tender offer, to vote in favor of the Combina-
tion, to vote against certain competing transactions and not to
solicit certain competing transactions.
The text of the Stockholder Letter Agreement is attached
hereto as Exhibit 99.44 and the foregoing summary description of
such agreement is qualified in its entirety by reference to such
exhibit, which is incorporated herein by reference.
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:
99.44 Stockholder Letter Agreement, dated as of August 4,
1994, by and among Barry Diller, Arrow Investments, L.P.
and Comcast Corporation.
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SIGNATURE
After reasonable inquiry and to the best of his know-
ledge and belief, the undersigned certifies that the information
in this statement is true, complete and correct.
Dated: August 5, 1994
/s/ Barry Diller
Barry Diller
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Exhibit Index
Page Number
Exhibit in Sequentially
Number Title Numbered Statement
99.44 Stockholder Letter Agreement,
dated as of August 4, 1994,
by and among Barry Diller,
Arrow Investments, L.P.
and Comcast Corporation.
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Exhibit 99.44
AGREEMENT
August 4, 1994
Mr. Barry Diller
Arrow Investments, L.P.
1940 Coldwater Canyon
Beverly Hills, California 90210
Dear Mr. Diller:
Reference is made to (i) the Merger Agreement (the
"Merger Agreement"), dated the date hereof, among QVC, Inc.
("QVC"), Comcast Corporation ("Comcast"), Liberty Media Corpo-
ration ("Liberty") and Comcast Qmerger, Inc., (ii) the
Stockholders Agreement, dated as of July 16, 1993, as amended
to date (the "Stockholders Agreement"), among Comcast, Barry
Diller ("Diller"), Arrow Investments, L.P. ("Arrow") and cer-
tain of their affiliates and (iii) the Equity Compensation
Agreement dated as of December 9, 1992 by and among QVC, Diller
and Arrow (the "Equity Compensation Agreement"). Capitalized
terms used but not defined herein have the meanings set forth
in the Merger Agreement.
We agree as follows:
1. The Arrow Group (as defined below) represents
and warrants that as of the date hereof (a) it has good and
marketable title to 1,000,000 shares (the "Shares," which term
shall include any shares of Common Stock (as defined below)
issued to the Arrow Group after the date hereof upon the exer-
cise of any Options (as defined below)) of common stock, par
value $.01 per share, of QVC (the "Common Stock"), (b) all of
such Shares are registered in the name of Diller, entities con-
trolled by Diller or Arrow (collectively, the "Arrow Group"),
(c) the Arrow Group is the holder of presently exercisable op-
tions to purchase 3,000,000 shares of Common Stock and options
to purchase an additional 3,000,000 shares of Common Stock
which are not presently exercisable (collectively, the "Op-
tions"), and (d) each of Diller and Arrow has the legal power,
right and authority to enter into and perform this Agreement,
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Mr. Barry Diller
August 4, 1994
Page 2
and this Agreement has been duly executed and delivered by each
of Diller and Arrow and constitutes a legal, valid and binding
agreement of each of them. The Shares and Options are some-
times collectively referred to as the "QVC Securities."
2. Subject to the absence or waiver of any incon-
sistent agreements, each of Comcast, Diller and Arrow agrees
(for himself or itself and his or its respective affiliates)
that the Stockholders Agreement shall terminate immediately
without any further obligation thereunder, and each of Comcast,
Diller and Arrow further agrees (for himself or itself and his
or its respective affiliates) to release each other from any
claim of whatever nature arising out of or under the Stockhold-
ers Agreement; provided, however, that if the Merger Agreement
is terminated, such Stockholders Agreement (including all
rights and obligations thereunder) and such claims will be re-
stored effective as of the date hereof and this paragraph will
be of no effect effective as of the date hereof.
3. Diller agrees to vote (as a director of QVC) in
favor of the Merger Agreement and the Transactions, provided
that there is not then a bona fide transaction proposed to QVC
or its stockholders which would result in consideration to the
QVC stockholders greater than $46 per share (or such higher
price then offered by Comcast and Liberty if they increase the
$46 price provided in the Merger Agreement) and further subject
to Diller's fiduciary obligations as a member of the Board of
Directors of QVC.
4. From the date hereof until the earlier of con-
summation of the Merger or termination of the Merger Agreement:
(a) The Arrow Group will not (i) sell, transfer,
pledge, assign or otherwise dispose of, or agree to sell,
transfer, pledge, assign or otherwise dispose of, any of
the QVC Securities except that the Arrow Group shall be
free to tender Shares pursuant to the Offer (provided that
the Arrow Group shall be permitted to dispose of Shares to
QVC in order to effect cashless exercises of Options),
(ii) deposit any QVC Securities owned by it into a voting
trust or grant a proxy or enter into a voting agreement
with respect to such QVC Securities, (iii) agree with any
third-party to exercise any voting rights with respect to
such QVC Securities, except pursuant to paragraph 4(b), or
(iv) seek or solicit any of the foregoing, other than as
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Mr. Barry Diller
August 4, 1994
Page 3
permitted (as a director of the Company) under the Merger
Agreement.
(b) The Arrow Group agrees to tender, upon the re-
quest of Comcast, pursuant to and in accordance with the
terms of the Offer, all shares of Common Stock owned by
it. Upon the request of Comcast, Diller will exercise all
of the then exercisable Options provided that arrangements
satisfactory to Diller for the financing of the exercise
and the purchase of the Shares by Comcast have been made.
(c) Unless each Share has been tendered pursuant to
the Offer, the Arrow Group will cause each Share that it
then owns or has power to vote to be voted (i) at the Com-
pany stockholder meeting to approve the Merger, for the
approval and adoption of the Merger Agreement and the
Merger and (ii) against any recapitalization, merger,
business combination, or similar transaction involving QVC
unless Comcast or Liberty consents.
The foregoing notwithstanding, this paragraph 4 shall not apply
(i) upon the first to occur of (A) the last day on which to
tender into a tender or exchange offer which would result in
consideration to the QVC stockholders greater than $46 per
share (or such higher price then offered by Comcast and Liberty
if they increase the $46 price provided in the Merger Agree-
ment) (a "Superior Offer") (subject to the subsequent condition
that such Superior Offer is consummated) and (B) the fifth
business day after any person or entity has made a Superior
Offer which has not been matched by Comcast and Liberty (sub-
ject to the subsequent condition that such Superior Offer is
consummated) or (ii) to the extent it could result in any vio-
lation of or liability under the federal securities laws.
5. From the date hereof until the earlier of con-
summation of the Merger or termination of the Merger Agreement,
neither Diller nor Arrow will, directly or indirectly, ini-
tiate, solicit or encourage any Person concerning the making of
any proposal with respect to an Alternative Transaction, other
than as permitted (as a director of the Company) under the
Merger Agreement.
6. Comcast agrees to cause QVC and the Surviving
Corporation (which Comcast represents and agrees that it has
and will maintain the authority to do) to fulfill and
completely discharge all obligations under the Options.
Comcast agrees that, upon consummation of the Offer, unless
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Mr. Barry Diller
August 4, 1994
Page 4
otherwise agreed to by Diller, Diller's employment under the
Equity Compensation Agreement shall continue until at least
December 12, 1994 (it being agreed that Diller may perform his
services to QVC as provided by the Equity Compensation
Agreement on a non-exclusive basis and without minimum time
requirements but will be reasonably available to facilitate the
transition), and QVC shall continue to pay all expenses
incurred by Diller at least through December 12, 1994 on a
basis consistent with past practice. In addition, each of
Comcast and Diller agree that, upon termination of Diller's
employment, Comcast shall cause (which Comcast represents and
agrees that it has and will maintain the authority to do) QVC
to execute for the benefit of Diller and the entities included
in the Arrow Group, and, provided Diller shall have been paid
all amounts due in respect of the Options and his employment
(including payment of Diller's expenses), Diller shall execute
for the benefit of QVC, general releases in a form mutually
agreed to by the parties. This paragraph 6 shall survive
termination of this Agreement, if Comcast, together with any
other party, acquires control of a majority of the outstanding
voting stock or a majority of the board of directors of QVC.
7. This Agreement shall terminate automatically and
simultaneously with the Merger Agreement in accordance with its
terms.
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Mr. Barry Diller
August 4, 1994
Page 5
If the foregoing reflects your understanding of our
agreement, please execute this letter agreement in the space
provided below. This letter agreement will be governed by and
construed in accordance with the substantive law of the State
of New York.
Very Truly Yours,
COMCAST CORPORATION
By: /s/ Brian L. Roberts
Name: Brian L. Roberts
Title: President
Accepted and Agreed:
/s/ Barry Diller
Barry Diller
ARROW INVESMENTS, L.P.
By: Arrow Investments, Inc.,
its general partner
By: /s/ Barry Diller
Name:
Title:
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