SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
Amendment No. 3
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
Pennsylvania corporation, and Liberty Media Corporation, a
Delaware corporation and a wholly-owned subsidiary of Tele-
Communications, 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
Exhibits 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 8. Additional Information to be Furnished.
The information set forth in the Schedule 14D-9 under
Item 8(c) ("FCC Approvals") is hereby amended and supplemented
as follows:
As described in Amendment No. 4 to the Schedule 14D-
1, filed by the Bidders with the Commission on August 25, 1994,
the FCC has granted special temporary authority to the
Purchaser to operate the Company's three domestic fixed-
satellite earth stations pending final action on the
Purchaser's pending application for transfer of control of the
earth station licenses from the stockholders of the Company to
the Purchaser.
The information set forth in the Schedule 14D-9 under
Item 8(d) ("Antitrust") is hereby amended and supplemented as
follows:
By letter dated August 24, 1994, the FTC requested
additional information from each of the Company and Ralph J.
Roberts, as the ultimate parent of Comcast, in connection with
the proposed acquisition of Shares pursuant to the Offer. On
August 25, 1994, the Company and Comcast issued a press release
announcing the receipt of such request and that the request
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will extend the applicable waiting period under the HSR Act
until ten days following substantial compliance with the
request by Ralph J. Roberts. A copy of such press release is
attached hereto as Exhibit 12, which is incorporated herein by
reference, and the foregoing summary description of such press
release is qualified in its entirety by reference to such
exhibit.
As previously described in the Schedule 14D-9, in
order to comply with the requirements of the HSR Act, each of
Comcast and Liberty were also required to file a separate
notification with respect to the contemplated ownership by
Comcast and Liberty of the Purchaser. The waiting period
applicable to that transaction is scheduled to expire at 11:59
P.M., New York City time, on Thursday, September 8, 1994.
Prior to such date, the Antitrust Division or the FTC may
extend the waiting period applicable to such transaction by
requesting additional information; if such request is made, the
waiting period will be extended until twenty days after
substantial compliance by all parties that receive such
request.
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.).
* Included with Schedule 14D-9 mailed to Stockholders.
** Previously filed.
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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.
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: August 25, 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.
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FOR IMMEDIATE RELEASE
FEDERAL TRADE COMMISSION REQUESTS
ADDITIONAL INFORMATION FROM COMCAST AND QVC
Philadelphia, PA and West Chester, PA, -- August 25,
1994 -- Comcast Corporation and QVC, Inc. announced today that
the Federal Trade Commission has issued a request to Comcast
and QVC to provide additional information regarding the pro-
posed acquisition by Comcast and Liberty Media Corporation, a
wholly-owned subsidiary of TeleCommunications, Inc., of the
stock of QVC pursuant to a tender offer commenced on August
11th. The tender offer is being made through an acquisition
vehicle, QVC Programming Holdings, Inc., of which Comcast and
Liberty will own 57.4% and 42.6%, respectively, following con-
summation of the tender offer. The request will extend the
waiting period under the Hart-Scott-Rodino Antitrust Improve-
ments Act until 10 days after the requested information is pro-
vided by Comcast.
In order to comply with the additional requirements
of the Hart-Scott-Rodino Act, each of Comcast and Liberty was
required to file a separate notification in connection with the
contemplated ownership by Comcast and Liberty of the tender
offer acquisition vehicle, QVC Programming Holdings, Inc. The
waiting period applicable to that transaction currently is
scheduled to expire on Thursday, September 8, 1994. Prior to
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such date, the Antitrust Division of the Department of Justice
or the Federal Trade Commission may extend the waiting period
by requesting additional information. If a request is made,
the waiting period will be extended until 20 days after the
requested information is provided by all parties that receive
the request.
The tender offer may not be consummated until each of
the waiting periods under the Hart-Scott-Rodino Act has ex-
pired.
Comcast Corporation is principally engaged in the
development, management and operation of cable communications
networks. The Company's consolidated and affiliated operations
served approximately 3.0 million cable subscribers at June 30,
1994. After completion of the acquisition of Maclean Hunter's
United States cable properties, Comcast's consolidated and pro-
rated affiliated operations will serve approximately 3.5 mil-
lion cable subscribers, making it the third largest cable op-
erator in the country. Comcast provides cellular telephone
services in the Northeast United States to markets encompassing
a population in excess of 7.4 million. The Company also has
investments in cable programming, telecommunications systems,
and international cable and telephony franchises.
Comcast's Class A and Class A Special Common Stock
are traded on The Nasdaq Stock Market under the symbols CMCSA
and CMCSK, respectively.
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QVC, Inc. is the world's largest electronic retailer,
reaching more than 50 million homes across the United States
and an additional 17 million households through joint ventures
in the United Kingdom and Mexico. QVC is traded on The Nasdaq
Stock Market under the symbol QVCN.
FOR FURTHER INFORMATION CONTACT:
Comcast Corporation
John R. Alchin
Senior Vice President and Treasurer
(215) 981-7503
Kathleen S. Jacoby
Director, Investor Relations
(215) 981-7392
QVC. Inc.
Investors:
William F. Costello
Executive Vice President - Chief Financial Officer
(610) 430-8938
Media:
Donald A. Van de Mark
Director of Corporate Communications
(610) 429-5666
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