<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 27)* - FINAL
QVC, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
747262103
-----------------------------------
(CUSIP Number)
John M. Draper, Esq. Liberty Media Corporation
Senior Vice President and General Counsel 8101 E. Prentice Ave., Suite 500
(303) 721-5408 Englewood, CO 80111
- --------------------------------------------------------------------------------
(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 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 the 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 five percent or less 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 shall 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).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 747262103 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liberty Media Corporation
84-1146903
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0 Shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 Shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0 Shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT 27-FINAL)
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 (the
"Company"). On August 4, 1994, Tele-Communications, Inc. ("Old TCI") and
Liberty Media Corporation ("Liberty" or the "Reporting Person") consummated a
business combination transaction (the "TCI/Liberty Merger") whereby each of
Liberty and Old TCI became wholly owned subsidiaries of a newly formed holding
company, TCI/Liberty Holding Company, which was renamed Tele-Communications,
Inc. ("TCI").
As a result of the TCI/Liberty Merger, Liberty is no longer a mandated
filer subject to Section 13(d) of the Act (see Item 2 below). Prior to the
TCI/Liberty Merger, Liberty beneficially owned greater than five percent of the
outstanding Common Stock and had filed a Report on Schedule 13D with respect to
such beneficial ownership. Such Report on Schedule 13D, as most recently
amended by Amendment No. 26 thereto, dated as of July 21, 1993 (collectively,
the "Liberty Schedule 13D"), is hereby finally amended.
ITEM 1. SECURITIES AND ISSUER
The class of equity securities to which this statement relates is the
Common Stock, par value $.01 per share, of QVC, Inc., a Delaware corporation,
formerly known as QVC Network, Inc., which has its principal executive offices
at Goshen Corporate Park, West Chester, Pennsylvania, Pennsylvania 19380.
3 of 7 pages
<PAGE> 4
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by the above named Reporting Person, a
Delaware corporation, whose principal business address is shown on the cover
page hereof.
Said Reporting Person is principally engaged in the acquisition,
development and operation of cable television systems, assets and programming
interests.
On August 4, 1994, at Special Meetings of Stockholders of Old TCI and
Liberty, there was approved and adopted an Agreement and Plan of Merger, dated
as of January 27, 1994, as amended, which provided for, among other things, the
business combination of Old TCI and Liberty resulting in their becoming wholly
owned subsidiaries of TCI/Liberty Holding Company, which was renamed "Tele-
Communications, Inc." (hereinafter referred to as "TCI"), effective upon
certain filings which occurred on August 4, 1994.
The description contained herein of the TCI/Liberty Merger is
qualified in its entirety by the more complete description thereof contained in
the Joint Proxy Statement of Liberty and Old TCI, dated June 23, 1994, and the
related Registration Statement on Form S-4 (No. 33-54263) filed by TCI (under
the name TCI/Liberty Holding Company), which are incorporated by reference
herein for all purposes.
Prior to the TCI/Liberty Merger, Liberty beneficially owned greater
than five percent of the outstanding Common Stock and had filed the Liberty
Schedule 13D (as most recently amended on July 21, 1994), with respect to such
beneficial ownership. As a result of the consummation of the TCI/Liberty
Merger, TCI became the beneficial owner of the Common Stock held by Liberty,
although the direct or indirect legal title to such Common Stock held by
Liberty remains unchanged. TCI is now a publicly held company subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Act")
and will, be a Reporting Person in respect of the Common Stock beneficially
owned by it. Old TCI and Liberty are now no longer publicly held Reporting
Persons under the Act, but each is now a wholly owned subsidiary of TCI.
This Final Amendment is being filed by the Reporting Person because
it is no longer the beneficial owner of more than five percent of any of the
securities referred in Item 1. Information required to be disclosed in this
Item 2 concerning each director and executive officer of the Reporting Person
is no longer believed to be applicable hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In addition to the consideration furnished by the TCI/Liberty Merger
disclosed in Item 2, hereof, Liberty retained its indirect legal title to the
Common Stock, but the beneficial ownership of all of said interest is now in
TCI.
4 of 7 pages
<PAGE> 5
ITEM 4. PURPOSE OF TRANSACTION
Because the Reporting Person is no longer the beneficial owner of more
than five percent of the securities referred to in Item 1, the information
required to be disclosed in this Item 4 by the Reporting Person concerning any
present plans or proposals which relate to securities of the Company, or would
involve the Company, is no longer believed to be applicable hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As described in Item 2, hereof, the Reporting Person presently
beneficially owns none of the securities of the Company described in Item 1
hereof.
(b) The Reporting Person has no power to vote or to direct the
voting of the securities described in Item 1 that it legally, but not
beneficially owns, nor has it the power to dispose of, or to direct the
disposition of the securities described in Item 1. Said powers have now been
transferred to New TCI (see Item 2).
(c) No longer applicable.
(d) There is no person that has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock now beneficially owned by TCI, except its wholly owned subsidiary,
the Reporting Person, and then only for the benefit of TCI.
(e) The date the Reporting Person ceased to be the beneficial
owner of more than five percent of any class of securities described in Item 1
was August 4, 1994.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Registration Statement on Form S-4, filed by TCI/Liberty
Holding Company on June 23, 1994, and thereafter amended and ordered effective
June 28, 1994, under Commission File No. 33-54263, which is hereby incorporated
by this reference.
B. Press Release dated August 4, 1994.
5 of 7 pages
<PAGE> 6
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: August 12, 1994
LIBERTY MEDIA CORPORATION
By: /s/ VIVIAN J. CARR
Name: Vivian J. Carr
Title: Vice President
6 of 7 pages
<PAGE> 7
EXHIBIT A
(LOGO) TCI TELE-COMMUNICATIONS, INC. NEWS
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
August 4, 1994
Contact: Steve Smith (303) 267-5048
TCI AND LIBERTY SHAREHOLDERS APPROVE MERGER
ENGLEWOOD, COLORADO - Tele-Communications, Inc. ("TCI") and Liberty Media
Corporation ("Liberty") announced today that a majority of the shareholders of
each company voted to approve the Merger Agreement for the business combination
of TCI and Liberty.
Following the shareholder votes John Malone, President and Chief Executive
Officer, stated that, "I am delighted by the overwhelming shareholder approval
of this merger. The new company will be aligned into four operating units:
Domestic Distribution, headed by Brendan Clouston; Programming, headed by Peter
Barton; International, headed by Fred Vierra; and, Technology/Venture Capital,
headed by Larry Romrell. It is our intention to energetically focus on the ever
changing marketplace and explore new opportunities of creating and delivering
broad band communications services worldwide." Malone further added that, "This
organizational structure provides not only this managerial focus but optimal
financial flexibility as the underlying asets of each operating unit will be
more visible and, therefore, more efficiently valued."
Under the Merger Agreement each outstanding share of TCI Class A and Class
B Common Stock, respectively, will be converted into the right to receive one
share of TCI/Liberty Class A and Class B Common Stock, respectively; and, each
outstanding share of Liberty Class A and Class B Common Stock, respectively,
will be converted into the right to receive .975 of one share of TCI/Liberty
Class A and Class B Common Stock, respectively. Liberty's Class E Preferred
Stock will be converted into the right to receive one share of TCI/Liberty
Class B Preferred Stock.
In connection with the merger's consummation, TCI/Liberty will change its
name to "Tele-Communications, Inc." It is anticipated that TCI/Liberty (the new
"Tele-Communications, Inc.") shares will begin trading in the NASDAQ National
Market at the opening of the market on August 5, 1994, following the
consummation of the merger today, August 4th. TCI/Liberty's (the new
"Tele-Communications, Inc.'s") Class A, Class B, and Class B Preferred Stock
will trade under the symbols of TCOMA, TCOMB, and TCOMP, respectively. TCI's
Class A and Class B Common Stock, and Liberty's Class A, Class B and Class E
Preferred Stock will discontinue trading at the close of the market today
(August 4, 1994).
Shareholders of record, who personally hold shares in certificated form
(not in a brokerage account), will receive a transmittal form with instructions
to be used for the surrender and exchange of stock certificates. After receipt
of such transmittal form, each holder of certificates representing TCI Common
Stock, Liberty Common Stock or Liberty Preferred Stock should surrender such
certificates with a properly executed transmittal form to the Exchange Agent.
The exchange agent is The Bank Of New York.
Shareholders holding shares in "street" name (not held personally but in a
broker account) will automatically have their shares exchanged into the
appropriate TCI/Liberty (the new "Tele-Communications, Inc.") security.
- --------------------------------------------------------------------------------
An Equal Opportunity TERRACE TOWER II Post Office Box 5630
Employer 5619 DTC Parkway Denver, Colorado 80217-5630
Englewood, CO 80111-3000 (303) 267-5500
Page 7 of 7 Pages
