-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IDNqZq5weaDzFcWHSnMgN19hucWH9RtBlhZkZIjOh6pW4ZDO3Owybo07aDutEqG3 dItVg0yEHDISR9FztjnnVw== 0001253778-03-000001.txt : 20030919 0001253778-03-000001.hdr.sgml : 20030919 20030919131450 ACCESSION NUMBER: 0001253778-03-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030917 FILED AS OF DATE: 20030919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0001166691 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 03902309 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER NAME: FORMER CONFORMED NAME: AT&T COMCAST CORP DATE OF NAME CHANGE: 20020206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMCAST PROGRAMING HOLDINGS INC CENTRAL INDEX KEY: 0001253778 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 03902307 MAIL ADDRESS: STREET 1: 1201 N MARKET STREET STREET 2: STE CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMCAST QVC INC CENTRAL INDEX KEY: 0001253780 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 03902306 MAIL ADDRESS: STREET 1: 1201 N MARKET STREET STREET 2: STE CITY: WILMINGTON STATE: DE ZIP: 19801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GSI COMMERCE INC CENTRAL INDEX KEY: 0000828750 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 042958132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 1075 FIRST AVE STREET 2: RTE 3 INDUSTRIAL PARK CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102653229 MAIL ADDRESS: STREET 1: 1075 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL SPORTS INC DATE OF NAME CHANGE: 19971223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMCAST HOLDINGS CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16611 FILM NUMBER: 03902308 BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 FORMER NAME: FORMER CONFORMED NAME: COMCAST CORP DATE OF NAME CHANGE: 19920703 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2003-09-17 1 0000828750 GSI COMMERCE INC GSIC 0001166691 COMCAST CORP 1500 MARKET STREET PHILADELPHIA PA 19102 0 0 0 1 Former 10% Owner 0000022301 COMCAST HOLDINGS CORP 1500 MARKET STREET PHILADELPHIA PA 19102-2148 0 0 0 1 Former 10% Owner 0001253778 COMCAST PROGRAMING HOLDINGS INC 1201 N MARKET STREET STE WILMINGTON DE 19801 0 0 0 1 Former 10% Owner 0001253780 COMCAST QVC INC 1201 N MARKET STREET STE WILMINGTON DE 19801 0 0 0 1 Former 10% Owner Common Stock 2003-09-17 4 J 0 0 D 0 I By Interactive Warrants 6 2003-09-17 4 J 0 0 D 2001-10-18 2006-07-19 Common Stock 0 0 I By Interactive Interactive Technology Holdings, LLC (Interactive) owns directly 10,797,900 shares of common stock of the Issuer and 300,000 warrants to purchase common stock of the Issuer. QVC, Inc. (QVC), through a subsidiary, is the managing member of, and has an approximately 70% interest in the profits of, Interactive. Comcast Corporation (Comcast), through its subsidiaries filing as Reporting Persons hereunder, has an approximately 30% interest in the profits of Interactive and, prior to September 17, 2003, owned approximately 57% of the voting securities of QVC. On September 17, 2003, in accordance with the Amended and Restated Stock Purchase Agreement dated as of June 30, 2003 (Comcast/Liberty Agreement) among Comcast, Comcast QVC, Inc. (Comcast QVC), Liberty Media Corporation (Liberty) and QVC, among other things, [continued in footnote (2)] [continuation of footnote (1)] (i) Comcast QVC sold to Liberty all of the shares of QVC common stock held by Comcast QVC Holdings III, Inc., Comcast QVC Holdings IV, Inc., Comcast QVC Holdings V, Inc. and Comcast QVC Holdings VI, Inc., each direct wholly-owned subsidiaries of Comcast QVC, for an aggregate amount of approximately $4 billion principal amount of Liberty Floating Rate Senior Notes due 2006 and approximately $1.12 billion in cash, and (ii) each of Comcast QVC Holdings I, Inc. and Comcast QVC Holdings II, Inc., direct wholly-owned subsidiaries of Comcast QVC, merged with a subsidiary of Liberty and, as a result of such mergers, Comcast QVC received approximately 218 million shares of Liberty Series A common stock and approximately $226 million in cash. Pursuant to the Comcast/Liberty Agreement, the Liberty Series A common stock received by Comcast QVC in the mergers described in the preceding sentence was valued at $11.71 per share. [continued in footnote (3)] [continuation of footnote (2)] The Reporting Persons disclaim beneficial ownership of the securities held by Interactive. Exhibit List Exhibit 99 - Joint Filer Information Arthur R. Block, Senior Vice President of Comcast Corporation and Comcast Holdings Corporation 2003-09-19 Rosemarie S. Teta, Vice President of Comcast Programming Holdings, Inc. and Comcast QVC, Inc. 2003-09-19 EX-99 3 exhibit99.txt JOINT FILER INFORMATION Exhibit 99 Joint Filer Information Name: Comcast QVC, Inc. Address: 1201 N. Market Street, Suite 1405, Wilmington, Delaware 19801 Designated Filer: Comcast Corporation Issuer & Ticker Symbol: GSI Commerce, Inc. (GSIC) Date of Event Requiring Statement: 09/17/2003 Name: Comcast Programming Holdings, Inc. Address: 1201 N. Market Street, Suite 1405, Wilmington, Delaware 19801 Designated Filer: Comcast Corporation Issuer & Ticker Symbol: GSI Commerce, Inc. (GSIC) Date of Event Requiring Statement: 09/17/2003 Name: Comcast Holdings Corporation Address: 1500 Market Street, Philadelphia, PA 19102 Designated Filer: Comcast Corporation Issuer & Ticker Symbol: GSI Commerce, Inc. (GSIC) Date of Event Requiring Statement: 09/17/2003 -----END PRIVACY-ENHANCED MESSAGE-----