-----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, mkv+rDk/LaNhxTXP3fGOGrHW3nA3QCr4OvjIiGl2JJiXTTvjueSpIb8oZ3G0negl ZFl4zaCmBpRo+miA3ltN5Q== 0000950103-94-003400.txt : 19940826 0000950103-94-003400.hdr.sgml : 19940826 ACCESSION NUMBER: 0000950103-94-003400 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940825 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: 94546050 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. 4 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. 5 to the Schedule 13D filed by Tele-Communications, Inc. and Amendment No. 26 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 meanings assigned to them in the Offer to Purchase and the Schedule 14D-1. Item 10. Additional Information. (b)-(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 August 23, 1994, the FCC granted special temporary authority to the Purchaser to operate the Company's three domestic fixed-satellite earth stations pending final action on the Purchaser's pending application for transfer of control of the earth station licenses from the stockholders of the Company to Purchaser. The Purchaser will also operate the Company's FCC-authorized business radio station pursuant to conditional authority under the FCC's rules pending final action by the FCC on the Purchaser's application for transfer of control of the business radio license from the Company's stockholders to the Purchaser. On August 24, 1994, the FTC, pursuant to the HSR Act, issued Requests for Additional Information ("Second Requests") regarding the proposed purchase of Shares pursuant to the Offer to each of Ralph J. Roberts, as the ultimate parent entity of Comcast, and the Company. A copy of the press release of Comcast and the Company relating to the foregoing is attached hereto as Exhibit (a)(10) 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. As a result of the receipt of Second Requests, the waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer will be extended until 11:59 P.M., New York City time, on the tenth day after substantial compliance by Comcast. Thereafter, such waiting period can be extended only by court order. 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 is currently scheduled to expire at 11:59 P.M., New York City time, on Thursday, September 8, 1994. Prior to such date, the Antitrust Division or the FTC may extend such waiting period by requesting additional information or documentary material. If such request is made, the waiting period will be extended until 11:59 P.M., New York City time, on the twentieth day after substantial compliance with such request by each of the parties that receives such a request. Thereafter, such waiting period can be extended only by court order. Item 11. Material to be Filed as Exhibits. (a)(10) -- Text of Press Release issued by Comcast and the Company on August 25, 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: August 25, 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.10 Text of Press Release issued by Comcast and the Company on August 25, 1994. EX-99.A10 2 Exhibit 99.a.10 FOR IMMEDIATE RELEASE FEDERAL TRADE COMMISSION REQUESTS ADDITIONAL INFORMATION FROM COMCAST AND QVC Philadelphia, PA and West Chester, PA, --August 25, 1994-- Comcast Corporation and QVC, Inc. announced today that the Federal Trade Commission has issued a request to Comcast and QVC to provide additional information regarding the proposed acquisition by Comcast and Liberty Media Corporation, a wholly-owned subsidiary of Tele-Communications, Inc., 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 until 10 days after the requested information is provided by Comcast. In order to comply with the additional requirements of the Hart-Scott-Rodino Act, each of Comcast and Liberty was required to file a separate notification in connection with the contemplated ownership by Comcast and Liberty of the tender offer acquisition vehicle, QVC Programming Holdings, Inc. The waiting period applicable to that transaction currently is scheduled to expire on Thursday, September 8, 1994. Prior to such date, the Antitrust Division of the Department of Justice or the Federal Trade Commission may extend the waiting period by requesting additional information. If a request is made, the waiting period will be extended until 20 days after the requested information is provided by all parties that receive the request. The tender offer may not be consummated until each of the waiting periods under the Hart-Scott-Rodino Act has expired. Comcast Corporation is principally engaged in the development, management and operation of cable communications networks. The Company'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. The Company 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. QVC, Inc. is the world's largest electronic retailer, reaching more than 50 million homes across the Unites States and an additional 17 million households through joint ventures in the United Kingdom and Mexico. QVC is traded on The Nasdaq Stock Market under the symbol QVCN. FOR FURTHER INFORMATION CONTACT: Comcast Corporation John R. Alchin Senior Vice President and Treasurer (215)981-7503 Kathleen B. Jacoby Director, Investor Relations (215)981-7392 QVC, Inc. Investors: William F. Costello Executive Vice President - Chief Financial Officer (610)430-8938 Media: Donald A. Van de Mark Director of Corporate Communications (610)429-5666 -----END PRIVACY-ENHANCED MESSAGE-----