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1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1994 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 2 TO SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) QVC, INC. (Name of Issuer) QVC, INC. QVC PROGRAMMING HOLDINGS, INC. COMCAST CORPORATION TELE-COMMUNICATIONS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 747262 10 3 (CUSIP Number of Class of Securities) --------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) --------------------- Copies to:
NEAL S. GRABELL STANLEY L. WANG STEPHEN M. BRETT QVC, INC. COMCAST CORPORATION TELE-COMMUNICATIONS, INC. 1365 ENTERPRISE DRIVE 1500 MARKET STREET 5619 DTC PARKWAY WEST CHESTER, PA 19380 PHILADELPHIA, PA 19102 ENGLEWOOD, CO 80111 (610) 430-1000 (215) 981-7510 (303) 267-5500 --------------------- AUGUST 11, 1994 (Date Tender Offer First Published, Sent, or Given to Securityholders) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 1 of Pages
PAMELA S. SEYMON DENNIS S. HERSCH FREDERICK H. MCGRATH WACHTELL, LIPTON, ROSEN & KATZ DAVIS POLK & WARDWELL BAKER & BOTTS, L.L.P. 51 WEST 52ND STREET 450 LEXINGTON AVENUE 885 THIRD AVENUE NEW YORK, NY 10019 NEW YORK, NY 10017 NEW YORK, NY 10022 (212) 403-1000 TELEPHONE: (212) 450-4000 (212) 705-5000 2 QVC Programming Holdings, Inc., Comcast Corporation and Tele-Communications, Inc. (collectively, the "Bidders") and QVC, Inc. ("QVC") hereby amend and supplement their Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the "Commission") on August 11, 1994, as previously amended and supplemented (the "Schedule 13E-3"), with respect to Bidders' Offer to Purchase for cash all outstanding shares of Common Stock and Preferred Stock of QVC. Information contained in the Schedule 13E-3 as hereby amended with respect to Comcast, Liberty, TCI and QVC 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 shall have the meaning assigned to them in the Schedule 13E-3 (as hereby amended). ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth under "Introduction", "Special Factors -- The Merger Agreement", "-- Dissenters Rights", "-- Certain Effects of the Transaction", "The Tender Offer -- 1. Terms of the Offer", "-- 2. Acceptance for Payment and Payment", "-- 3. Procedure for Tendering Shares", "-- 4. Withdrawal Rights" and "-- 10. Certain Conditions of the Offer" in the Offer to Purchase is incorporated herein by reference. ITEM 16. ADDITIONAL INFORMATION. The answer to Item 10(f) of Amendment No. 2 to the Schedule 140-1, is incorporated herein by reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (d)(9) -- Text of Press Release issued by Comcast on August 11, 1994.* - --------------- * Incorporated by reference to the Schedule 14D-1. Page 2 of Pages 3 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 15, 1994 QVC, INC. By: /s/ NEAL S. GRABELL ........................................ Name: Neal S. Grabell Title: Senior Vice President, General Counsel and Corporate Secretary 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 Page 3 of Pages