SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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)
February 9, 1995
(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 Sched-
ule 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 report-
ing 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 con-
taining 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).
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) [ ]
(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 0 Shares
Owned by
Each Reporting (9) Sole Dispositive Power 0 Shares
Person
With (10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares See Item 5.
(12) Check if Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
0% 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. 14)
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. 13
thereto, dated as of August 19, 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 filed Amendment Nos. 11 through 13 separately and not
as part of a joint filing. Comcast, Liberty and the Company are
parties to a merger agreement (the "Merger Agreement") pursuant to
which Comcast and Liberty have agreed to acquire the Company. Mr.
Diller is not participating with Comcast and Liberty in such
transactions (except as previously disclosed). All capitalized
terms not otherwise defined herein shall have the meanings
ascribed to them in the Schedule 13D.
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Item 3. Source and Amount of Funds and Other Consideration.
On February 9, 1995, Mr. Diller exercised options to pur-
chase 6,000,000 shares of Common Stock pursuant to the provisions
of the Equity Compensation Agreement.
Item 4. Purpose of Transaction.
Based on information contained in Amendment No. 18 to the
Schedule 14D-1 filed with the Commission on February 10, 1995 by
Comcast, Liberty and QVC Programming Holdings, Inc., their
affiliate ("Holdings"), and the press release, dated February 10,
1995, filed as an exhibit thereto, on February 10, 1995, Comcast
and Liberty announced that Holdings, pursuant to its tender offer
for the stock of the Company (the "Offer"), accepted for purchase,
pursuant to the Offer, all shares validly tendered and not
withdrawn prior to expiration of the Offer. Comcast and Liberty
announced that the shares tendered at the time of such expiration,
together with the shares already owned by Holdings, represented
about 98.7% of the Company's outstanding common shares, about 100%
of the Company's outstanding Series B Preferred Stock and about
99.8% of the Company's outstanding Series C Preferred Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
supplemented to include the following information:
(a) and (b) Mr. Diller and Comcast were parties to the
Stockholders Agreement. This Report is filed by Barry Diller.
Pursuant to the Stockholder Letter Agreement, Mr. Diller and Comcast
have agreed the Stockholders Agreement was terminated as of August 4,
1994 (unless the Merger Agreement is terminated). The Offer
contemplated by the Merger Agreement has been completed and Holdings
disclosed that it has accepted for payment all shares of the Company's
stock validly tendered pursuant thereto. Assuming no termination of
the Merger Agreement, the Stockholders Agreement has been terminated
and Mr. Diller no longer shares dispositive or voting power with
respect to any securities of the Company beneficially owned by
Comcast, Holdings or their affiliates and, as of the date
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hereof, Mr. Diller does not beneficially own any equity securities of
the Company. See Item 4.
(c) On February 9, 1995, Mr. Diller (i) exercised all
Options granted to Mr. Diller by the Company on December 9, 1992
pursuant to the Equity Compensation Agreement, which Options entitled
him to purchase 6,000,000 shares of Common Stock, and (ii) tendered
pursuant to the Offer 7,000,000 shares of Common Stock (which include
the 6,000,000 shares received pursuant to the exercise of the Options)
owned by him in exchange for $46 per share of Common Stock. See Items
5(a) and (b).
(e) As a result of his tender of Common Stock to
Holdings on February 9, 1995 pursuant to the Offer, Mr. Diller ceased
to be the beneficial owner of five percent (5%) or more of a class of
equity securities of the Company. See Items 5(a) and (b).
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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: February 14, 1995 /s/ Barry Diller
Barry Diller
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