-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FZizvwYN+A+c5gqs75i9ALjb2ID1Hqfg+OzKg+2V0S6SuQvlw1VVPCW1L2JnUvMM Jv5/lMjBX9vnjW8fmi+04w== 0000950103-94-003353.txt : 19940822 0000950103-94-003353.hdr.sgml : 19940822 ACCESSION NUMBER: 0000950103-94-003353 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940817 GROUP MEMBERS: COMCAST CORP GROUP MEMBERS: QVC PROGRAMMING HOLDINGS, INC. GROUP MEMBERS: QVC, INC. GROUP MEMBERS: TELE-COMMUNICATIONS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QVC NETWORK INC CENTRAL INDEX KEY: 0000797565 STANDARD INDUSTRIAL CLASSIFICATION: 5961 IRS NUMBER: 232414041 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38102 FILM NUMBER: 94544820 BUSINESS ADDRESS: STREET 1: GOSHEN CORPORATE PARK CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 2154301000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: 4841 IRS NUMBER: 231709202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 215-665-1700 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 SC 13E3/A 1 QVC, INC. As filed with the Securities and Exchange Commission on August 17, 1994 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ AMENDMENT NO. 3 to SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) QVC, INC. (Name of Issuer) QVC, INC. QVC PROGRAMMING HOLDINGS, INC. COMCAST CORPORATION TELE-COMMUNICATIONS, INC. (Name of Person(s) Filing Statement) Common Stock, $.01 par value per share (Title of Class of Securities) 747262 10 3 (CUSIP Number of Class of Securities) NEAL S. GRABELL STANLEY L. WANG STEPHEN M. BRETT QVC, INC. COMCAST CORPORATION TELE-COMMUNICATIONS, INC. 1365 ENTERPRISE DRIVE 1500 MARKET STREET 5619 DTC PARKWAY WEST CHESTER, PA 19380 PHILADELPHIA, PA 19102 ENGLEWOOD, CO 80111 (610) 430-1000 (215) 655-1700 (303) 267-5500
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) Copies to: PAMELA S. SEYMON DENNIS S. HERSCH FREDERICK H. MCGRATH WACHTELL, LIPTON, ROSEN & KATZ DAVIS POLK & WARDWELL BAKER & BOTTS, L.L.P. 51 WEST 52ND STREET 450 LEXINGTON AVENUE 885 THIRD AVENUE NEW YORK, NY 10019 NEW YORK, NY 10017 NEW YORK, NY 10022 (212) 403-1000 TELEPHONE: (212) 450-4000 (212) 705-5000
This Statement is filed in connection with (check appropriate box): a. ( ) The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1993. b. ( ) The filing of a registration statement under the Securities Act of 1993. c. (X) A tender offer d. ( ) None of the above Check the following box if the soliciting materials or information statement referred to in checking box(a) are preliminary copies: ( ) CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee $1,497,046,264 $299,409.00 * For purposes of calculating the filing fee only. The Transaction Valuation amount assumes the purchase of all of the outsanding shares of Common Stock and Preferred Stock of QVC, Inc. at $46.00 and $460.00 per share, respectively (assuming the exercise of all vested options to purchase shares but excluding certain shares owned by subsidiaries of Comcast Corporation and Tele-Communications, Inc. that will not be tendered into the offer). The amount of the filing fee is 1/50th of one percent of the Transaction Valuation. (X) Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $299,409.00 Form of Registration No.: Schedule 14D-1 Filing Party: QVC Programming Holdings, Inc., Comcast Corporation and Tele-Communications, Inc. Date Filed: August 11, 1994 August 11, 1994 (Date Tender Offer First Published, Sent, or Given to Securityholders) QVC Programming Holdings, Inc., Comcast Corporation, Tele- Communications, Inc. and QVC, Inc. hereby amend and supplement their Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on August 11, 1994, as previously amended and supplemented (the "Schedule 13E-3"), with respect to Bidders' Offer to Purchase for cash all outstanding shares of Common Stock and Preferred Stock of QVC. Information contained in the Schedule 13E-3 as hereby amended with respect to Comcast, Liberty, TCI, the Purchaser and the Company and their respective executive officers, directors and controlling persons is given solely by such person, and no other person has responsibility for the accuracy or completeness of information supplied by such other persons. Capitalized terms used but not defined herein shall have the meaning assigned to them in the Schedule 13E-3 (as hereby amended). Item 3. Past Contacts, Transactions or Negotiations The answer to Item 3 of Amendment No. 3 to the Schedule 14D-1 is incorporated herein by reference. Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's Securities. The answer to Item 7 of Amendment No. 3 to the Schedule 14D-1 is incorporated herein by reference. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 17, 1994 QVC, INC. By: /s/ NEAL S. GRABELL ----------------------- Name: Neal S. Grabell Title: Senior Vice President, General Counsel and Corporate Secretary QVC PROGRAMMING HOLDINGS, INC. By: /s/ JULIAN A. BRODSKY ------------------------ Name: Julian A. Brodsky Title: Vice Chairman COMCAST CORPORATION By: /s/ JULIAN A. BRODSKY ----------------------- Name: Julian A. Brodsky Title: Vice Chairman TELE-COMMUNICATIONS, INC. By: /s/ STEPHEN M. BRETT --------------------- Name: Stephen M. Brett Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----