Disclaimer

The SEC Filings on this page are provided by EDGAR (www.sec.gov), the Electronic Data Gathering, Analysis, and Retrieval System of the U.S. Securities and Exchange Commission (SEC). EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the SEC. The information here is provided for your convenience only. Comcast has no control over the information provided by EDGAR and cannot guarantee the sequence, accuracy, or completeness of any information or data displayed through EDGAR. Accordingly, Comcast does not accept any responsibility for the content or use of any information obtained through EDGAR.

Consult Your Tax Advisor

The information in this document represents our understanding of federal income tax laws and regulations, but does not constitute personal tax advice based on your specific situation. It does not purport to be complete or to describe the consequences that may apply to you given your particular taxes. You should consult your own tax advisor regarding the applicability of any state, local and foreign tax laws.

                      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.


                                                    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