SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 11)
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)
July 11, 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 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.
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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).
Note: This Statement constitutes Amendment No. 11 of a Report on
Schedule 13D of Barry Diller and the Reporting Group.
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 Pursuant
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.
See Item 5.)
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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 Executive
Officers and Directors of Comcast. The Reporting Person disclaims
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. 11)
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. (formerly, "QVC Network, Inc."), a Delaware corporation
(the "Company"). The Report on Schedule 13D filed by Barry
Diller (the "Reporting Person"), as most recently amended by
Amendment No. 10 thereto, dated as of April 25, 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"), has elected to file this
Report separately and not as part of a joint filing with
Comcast. As previously reported by Comcast, Comcast has made a
proposal to acquire the Company. Mr. Diller is not
participating with Comcast with respect to such proposal or the
transactions contemplated thereby. Mr. Diller has been
informed that on May 19, 1994, Liberty filed a Report on
Schedule 13D indicating, among other things, that it was no
longer part of a "group" within the meaning of Rule 13d-5 with
Mr. Diller and Comcast and reporting with respect to its
beneficial ownership of Common Stock. All capitalized terms
not otherwise defined herein shall have the meanings ascribed
to them in the Schedule 13D.
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Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and sup-
plemented to include the following information:
This Report is filed by Barry Diller. As a result of
the Stockholders Agreement to which Mr. Diller and Comcast are
parties, as previously described in the Schedule 13D, Mr.
Diller and Comcast may be deemed to be a "group" within the
meaning of Rule 13d-5 under the Exchange Act.
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, the beneficial ownership
by Mr. Diller of equity securities of the Company, the total
amounts thereof now outstanding and the percentage of said own-
ership are set forth in the table below. Except as noted
therein, such table: (i) includes all of the Company's securi-
ties as to which Mr. Diller has sole voting power or sole in-
vestment power and all such securities as to which Mr. Diller
shares voting power or shares investment power; and (ii) as-
sumes the exercise of all Options held by Mr. Diller which are
currently exercisable and the adjustment of the number of
shares of the Company's Common Stock that would be outstanding
subsequent to such exercise.
According to the Company's Quarterly Report on Form
10Q for the Quarter ended April 30, 1994, the number of shares
of the Common Stock which were issued and outstanding was
40,214,097.
Registered No. of Shares Adjusted %
Equity Beneficially Shares to be Beneficially
Securities Owned Outstanding Owned
Common Stock 4,000,000(1,2) 43,214,097 9.3%
(1) Includes the 160,000 Bonus Shares issued to Mr. Diller and
the 3,000,000 shares of Common Stock issuable upon the exercise
of certain Options, granted to Mr. Diller by the Company on
December 9, 1992 pursuant to the Equity Compensation Agreement,
which Options became exercisable on December 9, 1993. Does not
include 3,000,000 Options to purchase Common Stock also granted
to Mr. Diller on December 9, 1992 pursuant to the Equity Com-
pensation Agreement, which are not currently exercisable nor
become exercisable within 60 days.
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(2) Does not include any shares of Common Stock beneficially
owned by Comcast (or any of its executive officers or direc-
tors), which may be deemed to be part of a "group" with Mr.
Diller within the meaning of Rule 13d-5 under the Exchange Act.
Also, does not include any shares of Common Stock which may be
considered beneficially owned by Comcast as a result of the
relationship of Mr. Brian L. Roberts, Mr. Ralph J. Roberts,
Sural Corporation, or any of its executive officers or
directors, or any other parties related to the foregoing.
Certain of Comcast's shares may be subject to Company
Repurchase Rights which Comcast has previously reported as
exercisable in 1994. Comcast has previously reported on
Schedule 13D beneficial ownership of 8,627,934 shares of Common
Stock which if deemed to be beneficially owned by Mr. Diller
would result in Mr. Diller having beneficial ownership of
12,627,934 Shares of Common Stock or about 27.7%.
(b) As a result of the expiration of the 90-day pe-
riod following the Paramount Termination within which Liberty
was entitled to elect to be reinstated as an Eligible Stock-
holder under the Stockholders Agreement and Liberty's decision
not to be so reinstated, Liberty is not and is no longer en-
titled to become a party to the Stockholders Agreement. Be-
cause Liberty no longer has any contract, agreement or under-
standing with Mr. Diller with respect to the disposition or
voting of the outstanding equity securities of the Company, Mr.
Diller does not have shared beneficial ownership of Common
Stock beneficially owned by Liberty. Because Mr. Diller and
Comcast remain parties to the Stockholders Agreement each has
shared dispositive and voting power with respect to any securi-
ties of the Company beneficially owned by Mr. Diller or Comcast
as disclosed in Item 5 above and the Schedule 13D.
(c) Arrow Investments' previously described right to
purchase 1,627,934 shares of Common Stock from Liberty expired
on July 11, 1994 without exercise thereof.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
See the information contained in the introductory
paragraph, Item 2 and Item 5(a) above with respect to the
Comcast and the Stockholders Agreement, which information is
expressly incorporated herein by reference.
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SIGNATURE
After reasonable inquiry and to the best of his know-
ledge and belief, the undersigned certifies that the informa-
tion in this statement is true, complete and correct.
Dated: July 19, 1994
/s/ Barry Diller
Barry Diller
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