-----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, kXlCZuSeuQVLgoR/i5B6IpKOgLosfO5i+xXrC775B4l7hsF4c75IulmWafF7VUWQ 620/Oo8V1XY0FWQhrnA4Mg== 0000950103-94-003495.txt : 19940914 0000950103-94-003495.hdr.sgml : 19940914 ACCESSION NUMBER: 0000950103-94-003495 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940912 GROUP MEMBERS: COMCAST CORP GROUP MEMBERS: QVC PROGRAMMING HOLDINGS, 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38102 FILM NUMBER: 94548632 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 14D1/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 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------ AMENDMENT NO. 6 to SCHEDULE 14D-1(*) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 QVC, INC. (Name of Subject Company) QVC PROGRAMMING HOLDINGS, INC. COMCAST CORPORATION TELE-COMMUNICATIONS, INC. (Bidders) Common Stock, $.01 Par Value Per Share (Title of Class of Securities) 747262 10 3 (CUSIP Number of Class of Securities) Stanley L. Wang Stephen M. Brett Comcast Corporation Tele-Communications, Inc. 1500 Market Street 5619 DTC Parkway Philadelphia, PA 19102 Englewood, CO 80111 (215) 665-1700 (303) 267-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ------------------------ Copies to: Dennis S. Hersch Frederick H. McGrath Davis Polk & Wardwell Baker & Botts, L.L.P. 450 Lexington Avenue 885 Third Avenue New York, NY 10017 New York, NY 10022 (212) 450-4000 (212) 705-5000
* This Statement also constitutes Amendment No. 7 to the Schedule 13D filed by Tele-Communications, Inc. and Amendment No. 28 to the Schedule 13D by Comcast Corporation in each case with respect to the securities of the Subject Company. QVC Programming Holdings, Inc., Comcast Corporation and Tele-Communications, Inc. hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on August 11, 1994 (as previously amended and supplemented, the "Schedule 14D-1") with respect to Bidders' Offer to Purchase for cash all outstanding shares of Common Stock and Preferred Stock of the Company. Information contained in the Schedule 14D-1 as hereby amended and supplemented with respect to Comcast, Liberty, TCI and the Purchaser 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 have the meaning assigned to them in the Offer to Purchase and the Schedule 14D-1. Item 10. Additional Information. (c) The information set forth under "The Tender Offer -- 11. Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase is hereby amended and supplemented to include the following information: On September 9, 1994, TCI and Comcast issued a press release announcing that the FTC, pursuant to the HSR Act, issued Second Requests to TCI, as the ultimate parent entity of Liberty, and Ralph J. Roberts, as the ultimate parent entity of Comcast, regarding the proposed acquisition by the Parent Purchasers of the shares of the Purchaser and the Parent Contribution. A copy of the press release of TCI and Comcast relating to the foregoing is attached hereto as Exhibit (a)(12) and is hereby incorporated herein by reference, and the foregoing description of such press release is qualified in its entirety by reference to such Exhibit. As previously disclosed, the Offer may not be consummated until the waiting periods under the HSR Act applicable to both (i) the purchase of Shares pursuant to the Offer and (ii) the acquisition by the Parent Purchasers of the shares of the Purchaser and the Parent Contribution have expired or been terminated. As a result of the receipt of the Second Requests by TCI and Ralph J. Roberts, the waiting period under the HSR Act applicable to the acquisition by the Parent Purchasers of the shares of the Purchaser and the Parent Contribution will be extended until 11:59 P.M., New York City time, on the twentieth day after substantial compliance with such Second Requests by TCI and Ralph J. Roberts. Thereafter, such waiting period can be extended only by court order. The waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer will expire at 11:59 P.M., New York City time, on the tenth day after substantial compliance by Ralph J. Roberts with the Second Request received on August 24, 1994 by him, as the ultimate parent entity of Comcast. Thereafter, such waiting period can be extended only by court order. Item 11. Material to be Filed as Exhibits. (a)(12) -- Text of Press Release issued by TCI and Comcast on September 8, 1994. 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: September 9, 1994 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 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page (a)(12) Text of Press Release issued by TCI and Comcast on September 8, 1994. EX-99.A12 2 EXHIBIT (a)(12) FOR IMMEDIATE RELEASE FEDERAL TRADE COMMISSION REQUESTS ADDITIONAL INFORMATION FROM COMCAST AND TCI Philadelphia, PA and Englewood, CO -- September 8, 1994 -- Comcast Corporation and Tele-Communications, Inc. announced today that the Federal Trade Commission has issued requests to each of Comcast and TCI to provide additional information regarding the proposed acquisition by Comcast and Liberty Media Corporation, a wholly-owned subsidiary of TCI, of the stock of QVC pursuant to a tender offer commenced on August 11th. The tender offer is being made through an acquisition vehicle, QVC Programming Holdings, Inc., of which Comcast and Liberty will own 57.4% and 42.6%, respectively, following consummation of the tender offer. The request will extend the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to the formation of the tender offer acquisition vehicle by Comcast and Liberty until 20 days after the requested information is provided by Comcast and Liberty. The FTC also previously requested additional information from each of Comcast and QVC in connection with the proposed acquisition of QVC stock pursuant to the tender offer. The tender offer may not be consummated until the waiting periods under the Hart-Scott-Rodino Act applicable to each of the formation of QVC Holdings, Inc. and the acquisition of the QVC stock pursuant to the tender offer have expired or been terminated. Comcast Corporation is principally engaged in the development, management and operation of cable communications networks. Comcast's consolidated and affiliated operations served approximately 3.0 million cable subscribers at June 30, 1994. After completion of the acquisition of Maclean Hunter's United States cable properties, Comcast's consolidated and prorated affiliated operations will serve approximately 3.5 million cable subscribers, making it the third largest cable operator in the country. Comcast provides cellular telephone services in the Northeast United States to markets encompassing a population in excess of 7.4 million. Comcast also has investments in cable programming, telecommunications systems, and international cable and telephony franchises. Comcast's Class A and Class A Special Common Stock are traded on The Nasdaq Stock Market under the symbols CMCSA and CMCSK, respectively. Liberty is a wholly-owned subsidiary of Tele-Communications, Inc. TCI is the United States' largest cable television operator, serving 10.9 million customers in 48 states, Puerto Rico and the District of Columbia. The company also holds interests in several national programming cable networks. Tele-Communications, Inc. is traded in the Nasdaq National Market with Class A and Class B Common Stock and Class B Preferred Stock trading separately under the symbols of TCOMA, TCOMB and TCOMP, respectively. FOR FURTHER INFORMATION CONTACT: Comcast Corporation William E. Dordelman Assistant Treasurer (215) 981-7550 Kathleen B. Jacoby Director of Investor Relations (215) 981-7392 Tele-Communications, Inc. Steve Smith Investor Relations (303) 267-5048 -----END PRIVACY-ENHANCED MESSAGE-----