SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
Amendment No. 6
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 as
heretofore amended and supplemented.
Item 4. The Solicitation or Recommendation.
Reasons for Recommendation.
The information set forth in the Schedule 14D-9 under
Item 4(b) ("Reasons for the Board's Recommendation; Fairness of
the Offer and the Merger -- Reasons for Recommendation") is
hereby amended and supplemented as set forth below.
The information set forth in clause (i) of this sub-
section is hereby amended and supplemented as follows:
In connection with its evaluation of the Company's
current financial condition and results of operations and its
future prospects, the Board considered the historical operating
results for the Company as well as the Company's budgets for
its future operations. Among the information the Board
reviewed was the fact that the Company has launched two new
domestic shopping services and that the Company is a partner in
home shopping joint ventures in Mexico and the United Kingdom.
The Board was aware that Allen described that there may be
significant near-term growth opportunity for the Company's base
business in view of the increasing acceptance of the home
shopping industry, but that the Company's rate of growth for
its base business has been decreasing. In addition, the Board
noted that the Company's base business faces increasing
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competition from proposed new entrants in the televised home
shopping industry, which include selected retail department
stores and mail order companies, as well as from other par-
ticipants in the industry. The Board also considered the in-
formation presented to the Board by Allen and described in
clauses (ii) and (iii) below and under "Opinion of Financial
Advisor."
The information set forth in clause (ii) of this sub-
section is hereby amended and supplemented as follows:
In arriving at its recommendation, the Board also
considered the fairness of the consideration to be paid to
stockholders in the Offer and Merger in relation to the
Company's net book value. Based on Allen's analysis, $46 per
Share reflects a multiple of book value of 3.89, which falls
within the range of multiples of book value in selected merger
transactions that Allen analyzed, which ranged from .53 to
4.34. The Board was aware that certain valuations of the
Company by Allen reflected values higher than the consideration
to be paid in the Offer. See "Opinion of Financial Advisor."
The information set forth in clause (v) of this sub-
section is hereby amended and supplemented as follows:
The Company considered certain restructuring alterna-
tives, such as a tender offer by the Company for its Shares or
the issuance of debt securities to the Company's stockholders,
which would allow the Company to remain independent and the
stockholders to retain an equity interest in the Company;
however, following discussion with Allen with respect to these
alternatives, the Board concluded that the consideration to be
paid to stockholders in the Offer and Merger was in the best
interests of stockholders.
Opinion of Financial Advisor.
The information set forth under Item 4(b) ("Reasons
for the Board's Recommendation; Fairness of the Offer and the
Merger -- Opinion of Financial Advisor") is hereby amended and
supplemented as set forth below.
The information set forth under clause (v) ("Dis-
counted Cash Flow Analysis") of this subsection is hereby
amended and supplemented by inserting the following sentence
before the last sentence of clause (v):
Allen's analysis yielded a per share valuation rang-
ing between $34.18 based on a 25% discount rate and a multiple
of projected EBITDA of 7.0 and $58.88 based on a 15% discount
rate and a multiple of projected EBITDA of 9.0.
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The information set forth in clause (vi) ("Other Fac-
tors Considered") of this subsection is hereby amended and re-
stated in its entirety as follows:
(vi) Other Factors Considered. (a) Allen reviewed
recent trends in the market price and trading volume of
the Common Shares. (b) Allen compared the recent trends
in the market price of the Common Shares with the Standard
& Poor's 500 Index, an index comprised of the Cable
Programming Companies and an index comprised of the Spe-
cialty Retailing Companies. (c) Allen compared market
reaction as reflected in the price of the Common Shares
relating to selected public announcements relating to the
Company. This comparison included, among other things, a
review of the market prices of the Common Shares prior to
and following the announcement of the Proposed CBS Merger
and the announcement of the Comcast Offer and prior to the
announcement of the revised Comcast/Liberty Proposal, and
reviewed certain other relevant factors influencing the
price of the Common Shares. (d) Allen considered the
foregoing analyses, together with the other analyses Allen
made, and analyzed the relevant dates for purposes of
determining a representative value for the Common Shares.
Allen concluded that the closing market price of $32.38 on
June 29, 1994, the date prior to the announcement of the
Proposed CBS Merger, was a representative price for the
Common Shares and the consideration to be paid in the Of-
fer and the Merger represented a 42.1% premium over the
market price on that date. (e) Allen compared the premium
of the $46 price to be paid in the Offer and the Merger to
various recent market prices for the Common Shares and to
premiums paid in selected cash merger transactions. The
premium of the $46 price over market prices for the Common
Shares on the Comparison Dates and on certain dates prior
to June 29, 1994 ranged from 42.1% on June 29, 1994 to
4.0% on August 2, 1994 (the date prior to Comcast and
Liberty advising the Company that they would consider a
transaction involving an increase in consideration to be
paid pursuant to the Comcast/Liberty Proposal to $46 per
share (on a common equivalent basis)). The premiums paid
in selected all cash merger transactions ranged from 10.0%
to 82.5%. The multiple of sales, EBITDA, net income and
book value in selected merger transactions ranged from
0.10 to 6.22 (compared to a 1.79 multiple of sales based
on a $46 per Common Share valuation), 1.1 to 30.0
(compared to an 11.4 multiple of EBITDA based on a $46 per
Common Share valuation), 10.7 to 27.2 (compared to a 29.2
multiple of net income based on a $46 per Common Share
valuation) and 0.53 to 4.34 (compared to a 3.89 multiple
of book value based on a $46 per Common Share valuation),
respectively.
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Allen determined from the foregoing that (a) the pre-
mium of the Offer and the Merger price over the recent
market prices for the Common Shares fell within the range
of premiums paid in selected all cash merger transactions
and (b) the multiples of sales, EBITDA, net income and
book value offered to the Company in the Offer and the
Merger fell within or above the range of such multiples in
selected merger transactions in generally comparable in-
dustries.
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.
* Included with Schedule 14D-9 mailed to Stockholders.
** Previously filed.
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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).
Exhibit 12** -- Press release issued by QVC, Inc. and
Comcast Corporation on August 25,
1994.
* Included with Schedule 14D-9 mailed to Stockholders.
** 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: September 16, 1994 By: /s/ Neal S. Grabell
Neal S. Grabell
Senior Vice President,
General Counsel & Secretary
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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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