SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
Amendment No. 9
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.
Item 3. Identity and Background.
The information set forth in Item 3(b)(iii) ("Certain
Agreements relating to the Company and the Offer -- The
Comcast-Liberty Agreement") is hereby amended by adding the
following information.
According to Amendment No. 10 to the Schedule 14D-1
filed by the Bidders with the Commission on November 4, 1994,
in connection with the business combination of TCI and Liberty
that was consummated in early August and the subsequent
restructuring of the assets of TCI and Liberty, (a) the
corporate name of Liberty has been changed to TCI Cable
Investments, Inc. ("Old Liberty") and a new wholly-owned
subsidiary of TCI has been incorporated under the name "Liberty
Media Corporation" ("New Liberty"), (b) Liberty QVC, Inc.,
which at the time of the execution of the Comcast-Liberty
Agreement was the wholly-owned subsidiary of Old Liberty that
held all of the Shares to be contributed by Old Liberty to the
Purchaser, has become a wholly-owned subsidiary of New Liberty,
and Liberty QVC, Inc. continues to hold such Shares, and (c)
certain former subsidiaries of TCI that hold Shares have become
wholly-owned subsidiaries of New Liberty or have transferred
their Shares to New Liberty or its wholly-owned subsidiaries.
In connection with the events described in the
foregoing paragraph, TCI and Comcast have entered into a letter
agreement (the "TCI Letter Agreement") dated as of October 13,
1994. The TCI Letter Agreement provides, among other things,
that New Liberty (a) agrees to be bound by all of the
provisions of the Comcast-Liberty Agreement, (b) assumes and
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agrees, subject to the terms and conditions set forth therein,
to perform all liabilities and obligations of Old Liberty under
the Comcast-Liberty Agreement (including, but not limited to,
the obligations regarding the contribution to the Purchaser of
Shares and cash) and (c) agrees to make an additional
contribution to the Purchaser of the 17,922 shares of Series B
Preferred Stock and 113,040 shares of Common Stock acquired by
New Liberty as a result of the transactions described in clause
(c) of the preceding paragraph (the "Liberty Additional
Shares"). The TCI Letter Agreement further provides that the
contribution of the Liberty Additional Shares will reduce the
amount of cash to be contributed by New Liberty to the
Purchaser pursuant to the Comcast-Liberty Agreement by
$13,443,960 (which is the amount obtained by multiplying the
292,260 fully diluted Shares comprising the Liberty Additional
Shares by the Offer price of $46 per share of Common Stock),
and as a result $6,556,040 in cash will be contributed to the
Purchaser by New Liberty.
A copy of the TCI Letter Agreement is attached hereto
as Exhibit 13, and the foregoing summary description of such
agreement is qualified in its entirety by reference to such
exhibit.
Item 6. Recent Transactions and Intent With Respect to
Securities.
(a) - (b) Reference is made to the information set
forth in Item 3 above, which is incorporated herein in its
entirety.
Item 8. Additional Information to be Furnished.
The information set forth under Item 8(c) of the
Schedule 14D-9 ("Antitrust") is hereby amended by adding the
following information.
On October 26, 1994, the FTC issued subpoenas to
Messrs. Peter L. Barton (Executive Vice President of TCI),
Douglas S. Briggs (Executive Vice President of the Company),
Barry Diller, John C. Malone, Ralph J. Roberts and Brian L.
Roberts requiring that they appear for depositions in
connection with the requests for additional information issued
by the FTC pursuant to the HSR Act and previously described in
amendments to the Schedule 14d-9 filed with the Commission.
The subpoenas do not change the waiting periods under the HSR
Act applicable to either the purchase of Shares pursuant to the
Offer or the acquisition by the Parent Purchasers of the shares
of the Purchaser and the contributions by Liberty and Comcast
to the Purchaser.
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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.
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.
Exhibit 13 -- Letter Agreement, dated as of October
13, 1994, by and among TCI Cable
Investments, Inc., Liberty Media
Corporation, Tele-Communications, Inc.
and Comcast Corporation.
** 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: November 4, 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..........
Exhibit 13 -- Letter Agreement, dated as of October 13, 1994,
by and among TCI Cable Investments, Inc., Liberty
Media Corporation, Tele-Communications, Inc. and
Comcast Corporation.....................
** Previously filed.
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[TELE-COMMUNICATIONS, INC. LETTERHEAD] Stephen M. Brett
Executive Vice President
Secretary & General Counsel
October 13, 1994
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-4735
Dear Sir:
Reference is made to the letter agreement (the
"Agreement") dated August 4, 1994, among Comcast Corporation
("Comcast"), Liberty Media Corporation ("Liberty") and Tele-
Communications, Inc. ("TCI") pursuant to which each of Liberty
and Comcast agreed, among other things, to transfer certain
shares of QVC, Inc. ("QVC") capital stock owned by it to Com-
cast QMerger, Inc. ("QVC Holdings") in connection with the
acquisition by Comcast and Liberty of all of the capital stock
of QVC. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Agreement.
In connection with the business combination of TCI
and Liberty which was consummated in early August and the
subsequent restructuring of the assets of TCI and Liberty,
please be advised that: (a) the corporate name of Liberty has
been changed to "TCI Cable Investments, Inc." ("Old Liberty"),
and a new wholly-owned subsidiary of TCI has been incorporated
under the name "Liberty Media Corporation" ("New Liberty"); (b)
Liberty QVC, Inc., which at the time of the execution of the
Agreement was the wholly-owned subsidiary of Old Liberty which
held all of the QVC securities referred to in Schedule IV to
the Agreement, has become a wholly-owned subsidiary of New
Liberty, and Liberty QVC, Inc. continues to hold all of the QVC
securities specified in Schedule IV; and (c) certain former
subsidiaries of TCI holding QVC securities have become wholly-
owned subsidiaries of New Liberty or have transferred their QVC
securities in New Liberty or its wholly-owned subsidiaries.
In accordance with the Agreement, New Liberty hereby
(i) agrees to be bound by all of the provisions of the Agree-
ment, (ii) assumes and agrees, subject to the terms and con-
ditions set forth therein, to perform all liabilities and ob-
ligations of Old Liberty under the Agreement (including, but
not limited to, the contribution to QVC Holdings of (x) all of
the QVC securities specified on Schedule IV to the Agreement to
An Equal Opportunity Employer
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be contributed by Old Liberty and (y) the Liberty Additional
Contribution (as adjusted pursuant to the terms of this letter
agreement)) and (iii) agrees to make an additional contribution
to QVC Holdings of the 17,922 shares of QVC Class B Preferred
Stock and 113,040 shares of QVC common stock acquired by it as
a result of the transactions referred to in clause (c) of the
preceding paragraph upon the same terms and conditions as the
Liberty QVC Securities (as defined below) are to be contributed
to QVC Holdings. The parties acknowledge and agree that the
contribution of these additional QVC securities by New Liberty
will reduce by $13,443,960 (which is the product of the ad-
ditional 292,260 equivalent shares to be contributed multiplied
by $46) the amount of cash New Liberty is required to con-
tributed to QVC Holdings, and, as a result, the amount of the
Liberty Additional Contribution will be $6,556,040.
Therefore, in accordance with the Agreement and at
the time specified therein, New Liberty will contribute to QVC
Holdings the QVC securities specified in Schedule IV to the
Agreement (the "Liberty QVC Securities"), together with 17,922
shares of QVC Class B Preferred Stock and 113,040 shares of QVC
common stock (the "Liberty Additional Securities"), and cash in
respect of the Liberty Additional Contribution in the amount of
$6,556,040. Attached hereto is an Amended and Restated
Schedule IV to the Agreement, which the parties agree will
replace Schedule IV to the Agreement in its entirety. In ad-
dition, the parties acknowledge and agree that the transfers of
QVC securities from Old Liberty and TCI to New Liberty do not
constitute transfers of QVC capital stock that are prohibited
or otherwise restricted by the Agreement.
Except as provided herein, the Agreement is hereby
ratified, confirmed and adopted. If the foregoing is accept-
able to you, please execute a copy of this letter agreement and
return it to the undersigned.
Very truly yours,
"Old Liberty"
TCI CABLE INVESTMENTS, INC.
By: /s/ Stephen M. Brett
Name:
Title:
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"New Liberty"
LIBERTY MEDIA CORPORATION
By: /s/ Stephen M. Brett
Name:
Title:
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
Name:
Title:
Accepted and Agreed as of
the date first above written:
COMCAST CORPORATION
By: /s/ Arthur R. Block
Name: Arthur R. Block
Title: Vice President
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AMENDED AND RESTATED SCHEDULE IV
TO AGREEMENT DATED AUGUST 4, 1994
QVC SECURITIES HELD
BY COMCAST AND LIBERTY
TO BE CONTRIBUTED TO QVC HOLDINGS
I. Liberty
Common Stock: 6,640,247 shares
Class B Preferred Stock: 17,922 shares (convertible into
179,220 shares of Common Stock)
Class C Preferred Stock: 372,866 shares (convertible into
3,728,660 shares of Common Stock)
II. Comcast
Common Stock: 6,207,434 shares
Class C Preferred Stock: 72,050 shares (convertible into
720,500 shares of Common Stock)
Warrants to Purchase Common Stock: 1,700,000
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