-----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, aIIufXoYtqdJSw9pux5wLS1uOllayF+A0Q9MVmxclinocGtipXE0kqIdd5W69ykF mMx/oLFMbCx+BXMEXmkNHw== 0000950103-95-000076.txt : 19950515 0000950103-95-000076.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950103-95-000076 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950215 SROS: NONE 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: RETAIL-CATALOG & MAIL-ORDER HOUSES [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: 95511619 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: CABLE & OTHER PAY TELEVISION SERVICES [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 As filed with the Securities and Exchange Commission on February 15, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------ AMENDMENT NO. 20 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. 21 to the Schedule 13D filed by Tele-Communications, Inc. and Amendment No. 42 to the Schedule 13D filed 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, the Supplement and the Schedule 14D-1. Item 6. Interest in Securities of the Subject Company --------------------------------------------- (a) and (b) The information set forth under "Introduction", "Special Factors -- Background of the Transaction", "Interests of Certain Persons in the Transaction" and "The Tender Offer--5. Price Range of Shares; Dividends," " -- 7. Certain Information Concerning the Purchaser and the Parent Purchasers" in the Offer to Purchase and "Introduction" and "Certain Information Concerning the Purchaser and the Parent Purchasers" in the Supplement is hereby amended and supplemented to include the information set forth in Item 7 and Item 10 of this Amendment. Item 7. Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities. ------------------------------------------------------------- The information set forth under "Introduction", "Special Factors - -- Background of the Transaction," "-- Plans for the Company After the Merger," "-- Interests of Certain Persons in the Transaction," "-- The Merger Agreement" and "The Tender Offer -- 7. Certain Information Concerning the Purchaser and the Parent Purchasers" in the Offer to Purchase and "Introduction" and "Certain Information Concerning the Purchaser and the Parent Purchasers" in the Supplement is hereby amended and supplemented to include the information set forth in Item 10 of this Amendment and to include the following information: Item 10. Additional Information. ---------------------- (f) The information set forth under "Introduction", "Special Factors -- Plans for the Company After the Merger," and "-- The Merger Agreement" in the Offer to Purchase is hereby amended and supplemented to include the following information: On February 15, 1995, Comcast and TCI issued a press release in which they announced that the Merger has been consummated. Immediately following the Merger, Comcast and Liberty owned approximately 57.4% and 42.6%, respectively, of the Surviving Corporation. Following the merger, the Common Shares will cease to be traded on the NASDAQ Stock Market. Stockholders holding Shares not previously tendered will be contacted prior to February 25, 1995 by The Bank of New York, as Exchange Agent, with instructions regarding the exchange of such shares. A copy of the press release of Comcast and TCI relating to the foregoing is attached hereto as Exhibit 99.a and is hereby incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to such Exhibit. Item 11. Material to be Filed as Exhibits. -------------------------------- 99.a(32) -- Text of Press Release issued by Comcast and TCI on February 15, 1995. 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: February 15, 1995 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 ------- ----------- ------------- 99.a(32) Text of Press Release _ issued by Comcast and TCI on February 15, 1995. EX-99.A(32) 2 Exhibit 99.a(32) FOR IMMEDIATE RELEASE QVC MERGER IS CONSUMMATED Philadelphia, PA and Englewood, CO -- February 15, 1995: Comcast Corporation and Tele-Communications, Inc. announced today the consummation of the merger of QVC Programming Holdings, Inc., the acquisition vehicle jointly owned by Comcast and Liberty Media Corporation, a wholly-owned subsidiary of TCI, with and into QVC, Inc. Immediately following the merger, Comcast and Liberty will own approximately 57.4% and 42.6%, respectively, of QVC. Following the merger, QVC stock will cease to be traded on the Nasdaq Stock Market. Stockholders holding shares of QVC stock not previously tendered will be contacted prior to February 25, 1995 by The Bank of New York, as Exchange Agent, with instructions regarding the exchange of such shares. Comcast Corporation is principally engaged in the development, management and operation of cable communications networks. Including the recently completed acquisition of Maclean Hunter's United States cable properties, Comcast's consolidated and prorated affiliated operations will serve approximately 3.4 million cable subscribers. 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., which holds interests in several national cable programming networks. TCI is the United States' largest cable television operator, serving 11.7 million customers in 48 states, Puerto Rico and the District of Columbia. 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 Kathleen B. Jacoby Assistant Treasurer Director of Investor Relations (215) 981-7550 (215) 981-7392 Tele-Communications, Inc. Steve Smith Vivian Carr Investor Relations Liberty Media (303) 267-5048 (303) 721-5406 Lela Cocoros TCI Media Relations (303) 267-5273 -----END PRIVACY-ENHANCED MESSAGE-----