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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 15, 1995
Date of Earliest Event Reported: February 9, 1995
TELE-COMMUNICATIONS, INC.
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(Exact name of Registrants as specified in their charters)
State of Delaware
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(State or other jurisdiction of incorporation)
0-20421 84-1260157
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(Commission File Numbers) (I.R.S. Employer Identification Nos.)
5619 DTC Parkway
Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (303) 267-5500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Liberty Media Corporation ("Liberty"), a wholly-owned subsidiary of
Tele-Communications, Inc. ("TCI"), Comcast Corporation ("Comcast"), QVC
Programming Holdings, Inc. (the "Purchaser"), a corporation which is jointly
owned by Comcast and Liberty, and QVC, Inc. ("QVC") are parties to an Agreement
and Plan of Merger dated as of August 4, 1994, as amended (the "Merger
Agreement"). Pursuant to the Merger Agreement, the Purchaser commenced an
offer to purchase all outstanding shares of Common Stock ("QVC Common Stock")
and Series B Preferred Stock and Series C Preferred Stock ("QVC Preferred
Stock" and together with the QVC Common Stock, the "Shares") of QVC at $46 per
share of QVC Common Stock and $460 per share of QVC Preferred Stock, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, as supplemented, and the related Letters of Transmittal
(which collectively constitute the "QVC Tender Offer").
Following expiration of the QVC Tender Offer at midnight, New York
City time, on February 9, 1995, the Purchaser accepted for payment all Shares
tendered to it. The Shares tendered constituted approximately 98.7% of the QVC
Common Stock outstanding and approximately 100% and 99.8% of the two classes of
Preferred Stock outstanding (in each case based upon information as to the
number of Shares outstanding supplied to the Purchaser by QVC). Previously,
the Purchaser had entered into a Tender Offer Facility with certain banks and
had entered into a credit facility with QVC (the "QVC Credit Facility") in
connection with the financing of the purchase of Shares in the QVC Tender
Offer.
In connection with the acceptance of Shares for payment in the QVC
Tender Offer, Comcast, Liberty and the Purchaser entered into a Stockholders
Agreement, dated as of February 9, 1995 (the "Stockholders Agreement").
Pursuant to the Stockholders Agreement, Liberty contributed to the capital of
the Purchaser $7 million in cash in exchange for the issuance to it of common
stock of the Purchaser constituting approximately 42.6% of the authorized and
outstanding equity of the Purchaser. Comcast contributed to the capital of the
Purchaser 7,907,434 shares of QVC Common Stock, 72,050 shares of QVC Preferred
Stock and $267 million in cash in exchange for its approximately 57.4% equity
interest in the Purchaser. The other funds necessary to consummate the QVC
Tender Offer were obtained from drawings under the Tender Offer Facility and
the QVC Credit Facility. Neither Comcast nor Liberty were required to provide
any guarantees of the Tender Offer Facility and the QVC Credit Facility.
Following consummation of the QVC Tender Offer, on February 15, 1995
the Purchaser was merged with and into QVC (the "Merger"), with QVC being the
surviving corporation in the Merger. In the Merger, all remaining Shares were
converted into an amount of cash equal to the price offered in the QVC Tender
Offer. Following the Merger, Comcast and Liberty beneficially owned all of the
outstanding capital stock of QVC. In connection with the financing of the
Merger, the Purchaser entered into a Permanent Credit Facility. Amounts drawn
down under this Facility were used to repay the Tender Offer Facility and to
pay other fees and expenses in connection with the Merger. The Permanent
Credit Facility is secured by substantially all of the assets of QVC. In
addition, Comcast and Liberty have pledged their shares of the surviving
corporation pursuant to the Permanent Credit Facility. Neither Liberty nor
Comcast was required to provide an guarantees of the Permanent Credit Facility.
In connection with the transactions contemplated under the
Stockholders Agreement, TCI has undertaken to guarantee the performance of
Liberty's obligations under the Stockholders Agreement. Such undertaking will
terminate at such time as equity securities of Liberty or equity securities of
TCI which are intended to track the financial performance of Liberty have been
distributed, which securities impute a market capitalization of Liberty in
excess of $2 billion.
Historical financial statements for the nine months ended October 31,
1994 and for the year ended January 31, 1994 and pro forma financial
information relating to September 30, 1994 were previously filed under Item 7
of the Company's Current Report on Form 8-K, as amended, dated February 3,
1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by
the undersigned hereunto duly authorized.
Date: February 15, 1995
TELE-COMMUNICATIONS, INC. (Registrant)
By:/s/ Stephen M. Brett
Stephen M. Brett
Executive Vice President and
Secretary
