SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
Amendment No. 13
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) 701-1000
(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 "Bid-
ders"), 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 under Item 3(b)(iii)
("Certain Agreements relating to the Company and the Offer") is
hereby amended by reference to the information regarding the
bank commitment letter, dated January 13, 1994, by and between
Comcast and certain banks named therein, set forth under Item 8
("Additional Information to be Furnished") of this Amendment
No. 13 to the Schedule 14D-9, which information is hereby
incorporated herein by reference.
Item 8. Additional Information to be Furnished.
The information set forth under Item 8 of the Sche-
dule 14D-9 is hereby amended by adding the following informa-
tion.
According to information contained in Amendment No.
14 to the Schedule 14D-1, filed with the Commission by the
Parent Purchasers and the Purchaser on January 17, 1995
(together with the exhibits thereto, "Amendment No. 14 to the
Schedule 14D-1"), and the press release, dated January 13,
1995, filed as an exhibit thereto, the Purchaser has extended
the Expiration Date of the Offer until 5:00 p.m., New York City
time, on Monday, February 6, 1995.
According to information contained in Amendment No.
14 to the Schedule 14D-1, in connection with the Parent
Purchasers' efforts to obtain sufficient financing to satisfy
the financing condition to the Offer, on January 13, 1995,
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Comcast and a group of lenders (the "Managing Agents") executed
a commitment letter (together with the term sheets attached
thereto, the "Commitment Letter"), pursuant to which the
Managing Agents have agreed, subject to terms and conditions
set forth therein, to provide financing in an amount that will
be sufficient, among other things, for the purchase of Shares
pursuant to the Offer and the consummation of the Merger. Such
financing is subject to, among other things, the negotiation
and execution of mutually satisfactory definitive
documentation. In addition, as previously disclosed in the
Schedule 14D-9, the Offer continues to be conditioned upon the
financing condition set forth in the Merger Agreement.
The foregoing summary descriptions of the press
release and of the Commitment Letter are qualified in their
entirety by reference to Amendment No. 14 to the Schedule 14D-
1, filed by the Parent Purchasers with the Commission on
January 17, 1995, and the press release and Commitment Letter
each filed as an exhibit thereto.
The information set forth under Item 8(d) of the
Schedule 14D-9 ("Antitrust") is hereby amended by adding the
following information.
According to information contained in Amendment No.
14 to the Schedule 14D-1, although, as previously disclosed,
all applicable waiting periods under the HSR Act relating to
the Offer and Merger have expired, the Parent Purchasers have
not yet determined when they intend to give the FTC the ten
days' notice that they have agreed to provide the FTC prior to
consummating the Offer. In addition, there can be no assurance
as to what action, if any, the FTC intends to take if such
notice is given.
The foregoing summary description of the press
release is qualified in its entirety by reference to Amendment
No. 14 to the Schedule 14D-1, and the press release filed as an
exhibit thereto.
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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 In-
vestments, Inc., Liberty Media Cor-
poration, 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: January 17, 1995 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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