Time Warner Companies Inc, et al. – ‘SC 13D/A’ on 9/2/94 re: QVC Network Inc

As of:  Friday, 9/2/94   ·   Accession #:  736157-94-29   ·   File #:  5-38102

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Qvc 13D Amendment                                     18±    73K 

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SC 13D/A
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UNITED STATES           
SECURITIES AND EXCHANGE COMMISSION            
Washington D.C. 20549             

SCHEDULE 13D            

Under the Securities Exchange Act of 1934         
(Amendment No. 3 )*       

QVC, INC.           
(Name of Issuer)            

COMMON STOCK, $.01 PAR VALUE            
(Title of Class of Securities)            

747262            
(CUSIP Number)            

Spencer B. Hays, Vice President           
Time Warner Inc.            
75 Rockefeller Plaza            
New York, New York 10019            
(212) 484-8000            
(Name, Address and Telephone Number of Person       
Authorized to Receive Notice and Communications)        

September 1, 1994       
(Date of Event which Requires Filing of this Statement)       

If the filing person has previously filed a statement on Schedule               
13G to report the acquisition which is the subject of this Schedule             
13D, and is filing this schedule because of Rule 13d-1(b)(3) or                 
(4), check the following box / /.                                               

Check the following box if a fee is being paid with the statement               
/ /. (A fee is not required only if the reporting person: (1) has a             
previous statement on file reporting beneficial ownership of more               
than five percent of the class of securities described in Item 1;               
and (2) has filed no amendment subsequent thereto reporting                     
beneficial ownership of five percent or less of such class.) (See               
Rule 13d-7.)                                                                    

Note:  Six copies of this statement including all exhibits, should              
be filed with the Commission.  See Rule 13d-1(a) for the other                  
parties to whom copies are to be sent.                                          

*The remainder of this cover page shall be filled out for a                     
reporting person's initial filing on this form with respect to the              
subject class of securities, and for any subsequent amendment                   
containing information which would alter disclosures provided in a              
prior cover page.                                                               

The information required on the remainder of this cover page shall              
not be deemed to be "filed" for the purpose of Section 18 of the                
Securities Exchange Act of 1934 ("Act") or otherwise subject to the             
liabilities of that section of the Act but shall be subject to all              
other provisions of the Act (however, see the Notes).                           

SC 13D/A
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SCHEDULE 13D            

CUSIP No.   747262         Page  2  of  28 Pages                                

1  NAME OF REPORTING PERSON                                                     
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                         
TIME WARNER INC.                                            
IRS No. 13-1388520                                          

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                            
a/ /           b/ /                                         

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS*                                                             
N.A.                                                        

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEMS 2(d) or 2(e)                /  /                        

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
Delaware                                                    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING                           
PERSON WITH                                                                     

7  SOLE VOTING POWER                                                            
NONE                                                        

8  SHARED VOTING POWER                                                          
NONE                                                        

9  SOLE DISPOSITIVE POWER                                                       
NONE                                                        

10 SHARED DISPOSITIVE POWER                                                     
NONE                                                        

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                      
NONE (SEE ITEM 4)                                           

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                       
CERTAIN SHARES*                         /  /                              

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
SEE RESPONSE TO ROW (11)                                    

14 TYPE OF REPORTING PERSON*                                                    
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!     
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO    
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE     
SCHEDULE, AND THE SIGNATURE ATTESTATION.    

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SCHEDULE 13D  

CUSIP No.   747262         Page  3  of  28 Pages                                

1  NAME OF REPORTING PERSON                                                     
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                         
TWQ I Co., L.P.                                             
IRS No. 13-3731833                                          

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                            
a/ /           b/ /                                         

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS*                                                             
N.A.                                                        

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEMS 2(d) or 2(e)                /  /                        

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
Delaware                                                    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING                           
PERSON WITH                                                                     

7  SOLE VOTING POWER                                                            
NONE                                                        

8  SHARED VOTING POWER                                                          
NONE                                                        

9  SOLE DISPOSITIVE POWER                                                       
NONE                                                        

10 SHARED DISPOSITIVE POWER                                                     
NONE                                                        

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                      
NONE (SEE ITEM 4)                                           

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                       
CERTAIN SHARES*                                 /  /                      

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
SEE RESPONSE TO ROW (11)                                    

14 TYPE OF REPORTING PERSON*                                                    
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!     
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO    
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE     
SCHEDULE, AND THE SIGNATURE ATTESTATION.    

SC 13D/A
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The Schedule 13D of Time Warner Inc. and TWQ I Co., L.P. (the         
"Reporting Persons") relating to the common stock of QVC, Inc.                  
("QVC") is hereby amended and restated in its entirety as set forth             
below.  Pursuant to Rule 13d-1(f) under the Securities Exchange Act             
of 1934, as amended (the "Exchange Act"), the Reporting Persons                 
have agreed to file one statement with respect to their ownership               
of the common stock of QVC.  The joint Schedule 13D of the                      
Reporting Persons, as amended and restated, is hereinafter referred             
to as the "Statement."                                                          

This Statement is being filed to reflect the beneficial               
ownership by the Reporting Persons of less than five percent of the             
outstanding shares of the common stock of QVC as a result of the                
cash tender offer by QVC Programming Holdings, Inc. to purchase all             
outstanding shares of QVC common stock at a price of $46 per share              
and all outstanding shares of QVC preferred stock at a price of                 
$460 per share, pursuant to an Offer to Purchase dated August 11,               
1994, as described in Item 4 below.                                             

Item 1.  SECURITY AND ISSUER.                                                   

This Statement relates to the Common Stock, par value $.01 per        
share (the "QVC Common Stock"), of QVC, Inc., a Delaware                        
corporation ("QVC"), whose principal executive offices are located              
at 1365 Enterprise Drive, West Chester, Pennsylvania 19380.                     
Pursuant to Rule 13d-3 under the Exchange Act, this Statement also              
relates to the shares of QVC Common Stock issuable upon the                     
conversion of shares of the Series C Preferred Stock, par value                 
$.10 per share, of QVC (the "QVC Series C Preferred Stock") held by             
Paragon Communications, a Colorado general partnership ("Paragon"),             
as discussed in Item 3 below.                                                   

Item 2.  IDENTITY AND BACKGROUND.                                               

This Statement is being filed by Time Warner Inc., a Delaware         
corporation ("Time Warner"), having its principal executive offices             
at 75 Rockefeller Plaza, New York, New York 10019 and TWQ I Co.,                
L.P. ("TWQ I"), a Delaware limited partnership and an indirect                  
majority owned subsidiary of Time Warner, having its principal                  
offices at 75 Rockefeller Plaza, New York, New York 10019.  The                 
General Partners of TWQ I are Warner Communications Inc. ("WCI"),               
a Delaware corporation and a wholly owned subsidiary of Time                    
Warner, having its principal offices at 75 Rockefeller Plaza, New               
York, New York 10019, American Television and Communications                    
Corporation ("ATC"), a Delaware corporation and a wholly owned                  
subsidiary of Time Warner, and Warner Cable Communications Inc.                 
("Warner Cable"), a Delaware corporation and a wholly owned                     
subsidiary of WCI.  The principal offices of ATC and Warner Cable               
are located at 300 First Stamford Place, Stamford, Connecticut                  
06902.                                                                          

Time Warner is the largest media and entertainment company in         
the world.  Its businesses are carried on in three principal                    
groups:  Publishing, Music and Entertainment.  The Publishing group             
consists principally of the publication and distribution of                     
magazines and books; the Music group consists principally of the                
production and distribution of recorded music and the ownership and             
administration of music copyrights; and the Entertainment group                 
consists principally of the production and distribution of motion               
pictures and television programming, the distribution of video                  
cassettes, the ownership and operation of retail stores and theme               
parks, the production and distribution of pay television and cable              
programming, and the operation of cable television systems.  These              
businesses are conducted throughout the world through numerous                  
wholly owned, and in certain cases less than wholly owned,                      
subsidiaries and affiliates.                                                    

TWQ I is a limited partnership and an indirect majority owned         
subsidiary of Time Warner with interests in the film and cable                  
television industries.                                                          

The name, business address, present principal occupation or           
employment (and the name, principal business and address of any                 
corporation or other organization in which such employment is                   
conducted) of each director and executive officer of Time Warner is             
set forth in Annex A hereto and is incorporated herein by                       
reference.  No executive officers have been appointed to serve                  
TWQ I.  The response to Item 2(a), (b), (c) and (f) incorporates                
Annex A by reference thereto.                                                   

Neither Time Warner nor TWQ I, or to the best of the knowledge        
of Time Warner or TWQ I, any of their respective executive officers             
or directors, has during the last five years been convicted in a                
criminal proceeding (excluding traffic violations or similar                    
misdemeanors) or been a party to a civil proceeding of a judicial               
or administrative body of competent jurisdiction and as a result of             
such proceeding was or is subject to a judgment, decree or final                
order enjoining future violations of, or prohibiting or mandating               
activities subject to, federal or state securities laws or finding              
any violation with respect to such laws.                                        

Item 3.  SOURCE AND AMOUNT OR FUNDS OR OTHER CONSIDERATION.                     

Pursuant to an Agreement and Plan of Merger, dated as of              
July 9, 1989, as amended as of September 29, 1989 (the "QVC Merger              
Agreement") among CVN Companies, Inc., a Minnesota corporation                  
("CVN"), QVC and QVC Acquisition Corp., a wholly owned subsidiary               
of QVC ("Newco"), on October 31, 1989, Newco was merged with and                
into CVN (the "QVC Merger") and CVN became a wholly owned                       
subsidiary of QVC.  As a result of the QVC Merger, each outstanding             
share of common stock, no par value per share, of CVN ("CVN Common              
Stock") was converted into the right to receive $19.00 in cash and              
one-eighth (1/8th) of a share of QVC Common Stock (the "Exchange                
Consideration").  Also, in connection with the QVC Merger, holders              
of CVN's outstanding Series 1 and Series 2 common stock purchase                
warrants were entitled to receive the Exchange Consideration based              
upon the number of shares of CVN Common Stock into which such                   
warrants were exercisable, less the exercise price of such                      
warrants.  In addition, (i) QVC offered each holder of CVN Series               
2 Warrants the option to exchange such warrants for QVC common                  
stock purchase warrants exercisable for an equal number of shares               
of QVC Common Stock at an exercise price per share of $15.125 (the              
"New QVC Warrants"), and (ii) QVC offered each carrier of CVN                   
programming the opportunity to enter into an agreement to extend                
the terms of such program carrier's carriage agreement with CVN for             
ten additional years in exchange for shares of QVC Series C                     
Preferred Stock (each such share convertible into ten shares of QVC             
Common Stock) equal to one-twentieth (1/20th) of the minimum number             
of subscribers under such carriage agreement (as well as                        
commissions of five percent of the net sales to customers located               
in the program carrier's service area).                                         

SECURITIES OF QVC OWNED PRIOR TO THE QVC MERGER               

Prior to the QVC Merger, Time Warner Investors, Inc.                  
("Investors"), a direct wholly owned subsidiary of WCI, and ATC,                
then a direct majority owned subsidiary of Time Warner, were the                
record owners, respectively, of 335,000 shares of QVC Common Stock              
and 3,748 shares of the Series B Convertible Preferred Stock of                 
QVC, par value $.10 per share ("QVC Series B Preferred Stock")                  
(each such share convertible into ten shares of QVC Common Stock).              
The 335,000 shares of QVC Common Stock owned by Investors were                  
purchased in a series of open market transactions (using working                
capital) between July 11 and November 15, 1989 for an aggregate                 
purchase price of $5,896,563.                                                   

ATC received its 3,748 shares of QVC Series B Preferred Stock         
pursuant to the terms of an affiliation agreement and an equity                 
participation agreement entered into by ATC and QVC in 1987.                    

INVESTOR'S ACQUISITION OF SECURITIES OF QVC PURSUANT TO       
THE QVC MERGER.                                                                 

Prior to the QVC Merger, Investors was the record owner of (i)        
706,500 shares of CVN Common Stock, (ii) 1,800,000 CVN Series 1                 
Warrants (1,400,000 at an exercise price of $17.50 and 400,000 at               
$18.125), and (iii) 750,000 CVN Series 2 Warrants at an exercise                
price of $18.00.  Pursuant to the terms of the QVC Merger                       
Agreement, on October 31, 1989, Investors received $13,423,500 in               
cash and 88,312 shares of QVC Common Stock in respect of its                    
holdings of CVN Common Stock and $2,450,000 in cash and 225,000                 
shares of QVC Common Stock in respect of its holdings of CVN Series             
1 Warrants.  In addition, Investors  accepted QVC's offer to                    
exchange the CVN Series 2 Warrants held by Investors for a like                 
number of New QVC Warrants and, accordingly, Investors received                 
750,000 New QVC Warrants to purchase 750,000 shares of QVC Common               
Stock at $15.125 per share.                                                     

ATC'S AND PARAGON'S ACQUISITION OF SECURITIES OF QVC          
PURSUANT TO THE QVC MERGER.                                                     

Prior to the QVC Merger, Time Warner had a beneficial interest        
in CVN Common Stock through its control of ATC.  ATC acquired its               
interest in CVN in a similar fashion to the way WCI and Investors               
acquired their interests (as described in the Statement on Schedule             
13D related to CVN originally filed with the Securities and                     
Exchange Commission on November 5, 1987).  Pursuant to Warrant                  
Agreements dated as of July 1, 1987, ATC received 969,590 CVN                   
Series 1 Warrants and 1,016,316 CVN Series 2 Warrants conferring,               
in the aggregate, the right to purchase 1,985,906 shares of CVN                 
Common Stock at $18.125 per share.  Pursuant to a similar warrant               
agreement dated as of July 1, 1987, with comparable terms, Paragon,             
of which ATC is a 50% indirect general partner (see Item 5),                    
acquired 270,958 CVN Series 2 Warrants to purchase 270,958 shares               
of CVN Common Stock at $18.125 per share.  Of the 969,590 CVN                   
Series 1 Warrants held by ATC, 210,526 were held by ATC for the                 
benefit of Paragon.                                                             

Pursuant to the terms of the QVC Merger Agreement, ATC                
received $848,391 in cash and 121,198 shares of QVC Common Stock                
with respect to the 969,590 CVN Series 1 Warrants held by ATC (of               
which $184,210 in cash and 26,316 shares of QVC Common Stock                    
related to the 210,526 CVN Series 1 Warrants held by ATC for the                
benefit of Paragon).  In addition, ATC and Paragon accepted QVC's               
offer to exchange the CVN Series 2 Warrants and, accordingly, ATC               
received 1,016,316 New QVC Warrants to purchase 1,016,316 shares of             
QVC Common Stock at $15.125 per share and Paragon received 270,958              
New QVC Warrants to purchase 270,958 shares of QVC Common Stock at              
$15.125 per share.  The shares of QVC Common Stock issuable upon                
exercise of Paragon's New QVC Warrants may be deemed to be                      
beneficially owned by ATC.                                                      

INTEREST OF ATC, PARAGON AND WARNER CABLE IN QVC SERIES C     
PREFERRED STOCK.                                                                

In 1987, ATC, Paragon and Warner Cable each separately entered        
into affiliation agreements with CVN to carry CVN cable                         
programming.  In connection with the QVC Merger, QVC offered its                
cable program carriers, including ATC, Paragon and Warner Cable, an             
opportunity to subscribe at a price of $.10 per share for shares of             
QVC Series C Preferred Stock equal to one-twentieth (1/20th) of the             
minimum number of subscribers covered by such carriage agreements               
in consideration for a ten year extension to the term of the                    
affiliation agreements then in place among such program carriers                
and CVN.  Pursuant to such offer, each of ATC, Paragon and Warner               
Cable entered into an Equity Participation Agreement and an                     
Addendum to its respective CVN Affiliation Agreement.  Based upon               
the minimum number of subscribers covered by such affiliation                   
agreements, ATC, Paragon and Warner Cable received, respectively,               
111,000, 21,250 and 62,500 shares of QVC Series C Preferred Stock               
convertible into, respectively, 1,110,000, 212,500 and 625,000                  
shares of QVC Common Stock.  The subscription price paid by ATC,                
Paragon and Warner Cable for the shares of QVC Series C Preferred               
Stock acquired pursuant to their respective equity participation                
agreements was from the working capital of each company.                        

ACQUISITIONS OF SECURITIES OF QVC POST-QVC MERGER             

Subsequent to the QVC Merger, Investors purchased 61,688              
shares of QVC Common Stock in a series of open market purchases                 
(using working capital) between December 1 and December 8, 1989 for             
an aggregate purchase price of $933,054.                                        

On July 1, 1991, Investors acquired 25,025 shares of QVC              
Common Stock for an aggregate purchase price of $250.25                         
(representing the par value of $.01 per share for each share                    
acquired) pursuant to the terms of a Standby Equity Agreement dated             
as of April 30, 1991 among QVC, Comcast Financial Corporation,                  
Liberty Program Investments, Inc. and Investors.  Investors used                
working capital to purchase the 25,025 shares of QVC Common Stock               
from QVC.                                                                       

Pursuant to an agreement and plan of merger, Time Warner              
acquired the minority interest in ATC that it did not already own               
on June 26, 1992, and ATC thereby became an indirect wholly owned               
subsidiary of Time Warner.                                                      

On June 30, 1992, certain wholly owned subsidiaries of Time           
Warner contributed to Time Warner Entertainment Company, L.P., a                
Delaware limited partnership ("TWE"), substantially all of the                  
assets, or the cash flow derived therefrom, of the filmed                       
entertainment, HBO programming and cable businesses of Time Warner,             
and certain other assets, subject to certain liabilities, and                   
subsidiaries of Toshiba Corporation and ITOCHU Corporation each                 
contributed $500 million of cash (the "TWE Capitalization").  In                
connection with the TWE Capitalization, the securities of QVC held              
of record by ATC, Warner Cable and WCI, as successor-by-merger to               
Investors, were transferred to TWE.  On September 30, 1992, in                  
connection with a corporate restructuring, Time Warner transferred              
to its wholly owned subsidiary, TWE Holdings Inc., the stock                    
ownership it had previously held in ATC and WCI.  (TWE Holdings Inc.            
was subsequently liquidated by merger into Time Warner on October               
13, 1993).                                                                      

EXERCISE OF NEW QVC WARRANTS AND SALE OF SHARES OF QVC        
COMMON STOCK                                                                    

On December 23, 1992, QVC extended an offer to all holders of         
the New QVC Warrants ("Warrantholders"), including TWE and Paragon,             
to convert any or all of the outstanding New QVC Warrants to shares             
of QVC Common Stock.  Pursuant to the terms of such offer, QVC                  
offered, at the Warrantholder's election, (i) to issue to the                   
Warrantholder, in exchange for the Warrantholder' s New QVC                     
Warrants, shares of QVC Common Stock with an aggregate value (each              
share being valued at $37.75 per share (the "Conversion Price"))                
equal to the difference between the Conversion Price and the New                
QVC Warrant exercise price of $15.125 per share (the "Exercise Price"),         
multiplied by the number of shares of QVC Common Stock into which               
the QVC Warrants were exercisable, or (ii) if the Warrantholder                 
elected to exercise its New QVC Warrants by making payment of the               
Exercise Price in cash and delivery of the warrant certificate, to              
issue the number of shares of QVC Common Stock into which such New              
QVC Warrants were exercisable and repurchase from such                          
Warrantholder, at the Conversion Price, all of the shares of QVC                
Common Stock that could be purchased using all of the proceeds of               
the payment by the Warrantholder of the Exercise Price.                         

Each of TWE and Paragon accepted the offer as described in            
clause (ii) of the preceding paragraph and, pursuant thereto, on                
December 31, 1992:                                                              

(a) TWE acquired 1,766,316 shares of QVC Common Stock       
through the exercise of a like number of New QVC Warrants at a                  
total purchase price of $26,716,530, and, concurrently therewith,               
TWE sold to QVC 707,696 shares of QVC Common Stock at a per share               
price of $37.75, or a total sale price of $26,715,524; and                      

(b) Paragon acquired 270,958 shares of QVC Common Stock     
through the exercise of a like number of New QVC Warrants at a                  
total purchase price of $4,098,239.75 and, concurrently therewith,              
Paragon sold to QVC 108,563 shares of QVC Common Stock at a per                 
share price of $37.75, or a total sale price of $4,098,253.25.                  

Each of TWE and Paragon used working capital to purchase the          
shares of QVC Common Stock described in the preceding paragraph.                

In connection with a restructuring to conform to legal                
requirements of a new investor and in contemplation of the                      
conversion described below, on September 14, 1993, TWE transferred              
all of the QVC Common Stock, QVC Series B Preferred Stock and QVC               
Series C Preferred Stock beneficially owned by it, through several              
intermediary Time Warner majority owned entities, such that 18,885              
shares of QVC Common Stock, 37 shares of QVC Series B Preferred                 
Stock and 1,735 shares of QVC Series C Preferred Stock were                     
transferred to TWQ II Co., a New York general partnership (the "TWQ             
II Transfer") and 1,869,642 shares of QVC Common Stock, 3,711                   
shares of QVC Series B Preferred Stock and 171,765 shares of QVC                
Series C Preferred Stock were transferred to TWQ I (the "TWQ I                  
Transfer").  These transfers were made as part of the initial                   
capitalization of TWQ I and TWQ II and no consideration was paid by             
TWQ I for the TWQ I Transfer or by TWQ II for the TWQ II Transfer.              

CONVERSION OF QVC SERIES B PREFERRED STOCK AND QVC            
SERIES C PREFERRED STOCK                                                        

On September 15, 1993, in conjunction with and as part of the         
corporate restructuring referred to above, TWQ I and TWQ II each                
elected to convert each share of the QVC Series B Preferred Stock               
and each share of the QVC Series C Preferred Stock assigned to it               
by TWE at the rate of 10 shares of Common Stock for each share of               
QVC Series B Preferred Stock and QVC Series C Preferred Stock,                  
respectively.  Accordingly, TWQ I received 1,754,760 shares of QVC              
Common Stock and TWQ II received 17,720 shares of QVC Common Stock              
as a result of the conversion.                                                  

Item 4.  PURPOSE OF TRANSACTION.                                                

Upon consummation of the QVC Merger, the equity interest in           
CVN of its shareholders and the interest in CVN of its                          
warrantholders ceased and CVN became a wholly owned subsidiary of               
QVC.  Accordingly, the transactions described in Item 3 pursuant to             
the QVC Merger were effectuated in order to maintain the indirect               
investment of Time Warner and WCI in QVC as successor to CVN.                   

The transfers of securities of QVC to other majority owned            
subsidiaries of Time Warner as described in Item 3 were effectuated             
by Time Warner in connection with various restructuring                         
transactions.                                                                   

The Reporting Persons received a letter from QVC, dated               
August 11, 1994, relating to the tender offer made by QVC                       
Programming Holdings, Inc., a Delaware corporation (the                         
"Purchaser"), to be wholly owned by Comcast Corporation and Liberty             
Media Corporation, to purchase all outstanding shares of QVC Common             
Stock at a price of $46 per share and all outstanding shares of QVC             
Preferred Stock at a price of $460 per share, in each case net to               
the seller in cash upon the terms and subject to the conditions set             
forth in the Offer to Purchase, dated August 11, 1994, and in the               
related letter of transmittal (the "Offer").  The Offer will expire             
on September 8, 1994, unless extended.                                          

On September 1, 1994, the 3,624,402 shares of QVC Common Stock        
owned by TWQ I and the 36,605 shares of QVC Common Stock owned by               
TWQ II were tendered to the Purchaser pursuant to the Offer.  On                
September 1, 1994, the 188,711 shares of QVC Common Stock and the               
21,250 shares of QVC Preferred Stock owned by Paragon were tendered             
to the Purchaser pursuant to the Offer.  As a result, upon                      
acceptance of the shares of QVC Common Stock and QVC Preferred                  
Stock described in this paragraph tendered pursuant to the Offer,               
the Reporting Persons will cease to be beneficial holders of any                
QVC securities.                                                                 

Except as described in this Item 4, neither Time Warner nor           
TWQ I has any current plans or proposals that relate to or would                
result in (i) the acquisition or disposition of securities of QVC;              
(ii) an extraordinary corporate transaction, such as a merger,                  
reorganization or liquidation, involving QVC or any of its                      
subsidiaries; (iii) a sale or transfer of a material amount of                  
assets of QVC or any of its subsidiaries; (iv) any change in the                
present board of directors or management of QVC, including any                  
current plans or proposals to change the number of term of                      
directors or to fill any existing vacancies of the board of                     
directors of QVC; (v) any material change in the present                        
capitalization or dividend policy of QVC; (vi) any other material               
change in QVC's business or corporate structure; (vii) changes in               
QVC's charter, by-laws or instruments corresponding thereto or                  
other actions which may impede the acquisition of control of QVC by             
any person; (viii) causing a class of securities of QVC to be                   
delisted from a national securities exchange or to cease to be                  
authorized to be quoted in an inter-dealer quotation system of a                
registered national securities association; (ix) causing a class of             
equity securities of QVC to become eligible for termination of                  
registration pursuant to Section 12(g)(4) of the Exchange Act; or               
(x) any action similar to any of those enumerated in clauses (i)                
through (ix) of this sentence.                                                  

Item 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

Prior to the tender offer for QVC Common Stock as described in        
Item 4, TWQ I held 3,624,402 shares of QVC Common Stock and TWQ II              
held 36,605 shares of QVC Common Stock.  ATC is an indirect 50%                 
partner in Paragon which was the beneficial owner 188,711 shares of             
QVC Common Stock and 21,250 shares of QVC Series C Preferred Stock.             

Time Warner through TWQ I, TWQ II and ATC was deemed to be a          
beneficial holder of such shares within the meaning of Rule 13d-                
3(d)(1)(i) under the Exchange Act.  As reported in Amendment No. 1              
to the Schedule 14D-9 of QVC, dated August 11, 1994, QVC had                    
40,265,392 shares of QVC Common Stock outstanding as of July 31,                
1994.  In accordance with the provisions of Rule 13(d)(1)(i) under              
the Exchange Act, an aggregate of 4,062,218 shares of QVC Common                
Stock beneficially owned by Time Warner constitutes approximately               
10.0% of the outstanding shares of QVC Common Stock.                            

The shares of QVC Common Stock owned by TWQ I represent in the        
aggregate approximately 9.0% of the outstanding shares of QVC                   
Common Stock.  TWQ I has the sole power to vote and dispose of the              
shares of QVC Common Stock registered in its name.  Time Warner may             
be deemed to have shared power to direct the voting and the                     
disposition of the QVC Common Stock owned by TWQ I.                             

The shares of QVC Common Stock owned by TWQ II represents less        
than one-tenth of one percent of the outstanding shares of QVC                  
Common Stock.  TWQ II has the sole power to vote and dispose of the             
shares of QVC Common Stock registered in its name.  Time Warner may             
be deemed to have shared power to direct the voting and the                     
disposition of the shares of QVC Common Stock owned by TWQ II.                  

The shares of QVC Common Stock owned by Paragon represent in          
the aggregate approximately 0.5% of the outstanding shares of QVC               
Common Stock.                                                                   

The principal business address of Paragon is: 800 Gessner,            
Suite 700, Houston, Texas 77024.  The three general partners of                 
Paragon are: (1) ATC Holdings II, Inc., a Delaware corporation and              
a direct wholly owned subsidiary of ATC ("ATCH"), a 31.0915%                    
general partner; (2) ARP 113, Inc., a Delaware corporation and a                
wholly owned subsidiary of ATCH ("ARP"), a 18.9085% general                     
partner; and (3) KBL Communications, Inc. ("KBL"), a Texas                      
corporation and an indirect wholly owned subsidiary of Houston                  
Industries Incorporated ("Houston"), a 50% general partner.                     
Houston is a holding company consisting primarily of energy and                 
cable system companies.  Each of KBL, ATCH and ARP owns and manages             
cable television systems.  The address of the principal office of               
Houston and KBL is 800 Gessner, Suite 700, Houston, Texas 77024.                
The address of the principal office of ATCH and ARP is 300 First                
Stamford Place, Stamford, Connecticut 06902.                                    

Pursuant to an Amended and Restated General Partnership               
Agreement dated as of June 17, 1987 among ATCH and ARP and KBL (the             
"Paragon Agreement"), ATC (through ATCH and ARP) shares with KBL                
and Houston the power to direct the vote and the disposition of the             
shares of QVC Common Stock and QVC Series C Preferred Stock that                
are owned by Paragon.  Time Warner, as the parent of ATC, may be                
deemed to have shared power to direct the voting and the                        
disposition of the shares of QVC Common Stock and QVC Series C                  
Preferred Stock owned by Paragon.                                               

As set forth in Item 4, in response to the Offer, TWQ I               
tendered 3,624,402 shares of QVC Common Stock at a price of $46 per             
share and upon acceptance for payment will receive $166,722,492 and             
TWQ II tendered 36,605 shares of QVC Common Stock at a price of $46             
per share and upon acceptance for payment will receive $1,683,830.              
Paragon, upon acceptance for payment of the 188,711 shares of QVC               
Common Stock tendered pursuant to the Offer at a price of $46 per               
share, will receive $8,680,706 and, upon acceptance for payment of              
the 21,250 shares of QVC Series C Preferred Stock tendered pursuant             
to the Offer, will receive $9,775,000.  The shares were tendered on             
September 1, 1994 to The Bank of New York, as Depositary, pursuant              
to the terms of the Letter of Transmittal.                                      

Beverly Sills Greenough, a director of Time Warner, held 400          
shares of QVC Common Stock for investment.  Except as otherwise                 
described herein, neither Time Warner nor TWQ I, is aware of any                
beneficial ownership of, or any transaction within 60 days before               
the filing of this Statement in any shares of QVC Common Stock by               
Time Warner or TWQ I or any person listed on Annex A.                           

Item (d) is not applicable.                                           

Item 6.  CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS                 
WITH RESPECT TO SECURITIES OF THE ISSUER                                        

As set forth in Item 3, in connection with the QVC Merger,            
each of ATC, Paragon and Warner Cable entered into an Equity                    
Participation Agreement and Addendum to its CVN Affiliation                     
Agreement.  The terms of such agreements are similar with respect               
to ATC, Paragon and Warner Cable.                                               

Pursuant to the Paragon Agreement, Paragon's Management               
Committee generally controls the voting and the disposition of                  
investments held by the partnership, including securities                       
beneficially owned by Paragon.  Paragon's Management Committee is               
composed of six members, three selected by KBL and three selected               
by the ATC-affiliated partners.  Action of the Management Committee             
requires a written consent of a majority of its members or the                  
affirmative vote of a majority of a quorum (comprised of one KBL                
member and one ATC member).                                                     

Recontribution Agreements dated as of September 14, 1993, by          
and between TWE and TWQ I and TWQ II, respectively, each provide                
for the recontribution to TWE on September 15, 1995, of the shares              
of QVC Common Stock transferred by TWE to TWQ I and TWQ II on                   
September 14, 1993 to the extent such shares are then owned by TWQ              
I or TWQ II, as the case may be.  The transfer shall only include               
those shares TWE is no longer prohibited from owning as a result of             
restrictions imposed by the Modification of Final Judgment entered              
on August 24, 1982 by the United States District Court for the                  
District of Columbia.                                                           

A summary of the voting rights and conversion rights of the           
QVC Series C Preferred Stock is set forth below:                                

(1) VOTING RIGHTS.  Except for the two directors to be      
elected by the holders of QVC Common Stock and the one director to              
be elected by the holders of QVC Series B Preferred Stock, holders              
of QVC Series C Preferred Stock, along with holders of other shares             
of capital stock of QVC, shall be entitled to cast one vote per                 
share for the election of the remaining directors.  Except for the              
election of directors as described above, the holders of QVC Series             
C Preferred Stock shall have one vote per share for all other votes             
to be taken by the shareholders of QVC.                                         

(2) CONVERSION RIGHTS.  Each share of QVC Series C          
Preferred Stock shall be convertible into ten shares of QVC Common              
Stock on or after the earlier of (i) two years after such shares                
are issued, or (ii) the closing price for QVC Common Stock has                  
equalled or exceeded $20.00 per share (adjusted to take account of              
any stock splits, stock dividends, recapitalizations or other                   
transactions effected without the payment of consideration to QVC)              
for at least 20 consecutive days during which the NASDAQ National               
Market System, the national stock exchange or the quotation system              
on which QVC Common Stock is listed was open or operating.                      

Except as described in Item 4 hereto and in this Item 6, there        
are no contracts, arrangements, understandings or relationships                 
(legal or otherwise) on the part of Time Warner or TWQ I, or to the             
best of their knowledge, on the part of their respective executive              
officers or directors or between such persons or any person with                
respect to the securities of QVC.                                               

Item 7.  MATERIALS TO BE FILED AS EXHIBITS.                                     

The exhibits listed on the accompanying Exhibit Index are             
filed or incorporated by reference as part of this Statement and                
such Exhibit Index is incorporated herein by reference.                         

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SIGNATURE       

After reasonable inquiry and to the best of the knowledge and         
belief of the undersigned, the undersigned certify that the                     
information set forth in this statement is true, complete and                   
correct.                                                                        

Dated: September 1, 1994           TIME WARNER INC.                             

            By:/s/ Spencer B. Hays
                   Name: Spencer B. Hays
                   Title: Vice President

     TWQ I CO., L.P.
                     By: Warner Communications Inc.,
                   its General Partner

            By:/s/ Spencer B. Hays
                   Name: Spencer B. Hays
                   Title: Vice President

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     EXHIBIT INDEX

EXHIBIT NO.                 DESCRIPTION                                         

1                       Joint Filing Agreement.                         

2                       Equity Participation Agreement and the          
       Addendum to the CVN Affiliation
         Agreement among QVC and ATC dated
               October 26, 1989 (which is incorporated
               herein by reference to Exhibit 2 to the
          Schedule 13D of Time Warner et al.
                     dated November 29, 1989 (the "Nov. 89 13D")).

3                       Equity Participation Agreement and the          
       Addendum to the CVN Affiliation
      Agreement among QVC and Warner
              Cable dated October 27, 1989 (which is
           incorporated herein by reference to
      Exhibit 3 to the Nov. 89 13D).

4                       Form of the QVC Common Stock Purchase           
             Warrant (which is incorporated herein
        by reference to Exhibit 4 to the
Nov. 89 13D).           

5                       Standby Equity Agreement dated as of            
          April 30, 1991, among QVC, Comcast
              Financial Corporation, Liberty Program
              Investments, Inc. and Investors (which
              is incorporated herein by reference to
          Exhibit 6 to Amendment No. 1 dated
           January 28, 1993 to the Nov. 89 13D
            ("Amendment No. 1 to Nov. 89 13D")).

6                       Letter dated December 23, 1992 between          
     QVC and Time Warner (which is
           incorporated herein by reference to
                     Exhibit 7 to Amendment No. 1 to Nov. 89 13D).

7                       Letter dated December 23, 1992 between          
              QVC and Paragon (which is incorporated
           herein by reference to Exhibit 8 to
        Amendment No. 1 to Nov. 89 13D).

8                       TWQ I Co., L.P. Recontribution                  
               Agreement (which is incorporated herein
               by reference to Exhibit 10 to Amendment
             No. 2 dated September 30, 1993 to the
                        Nov. 89 13D ("Amendment No. 2 to Nov. 89 13D")).

9                       TWQ II Co. Recontribution Agreement             
        (which is incorporated herein by
            reference to Exhibit 11 to Amendment
No. 2 to Nov. 89 13D).  

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                         EXHIBIT 1

JOINT FILING AGREEMENT    

Time Warner Inc. and TWQ I Co., L.P. hereby agree, in                 
accordance with Rule 13d-1(f) under the Securities Exchange Act of              
1934, as amended, that the Statement on Schedule 13D filed                      
herewith, and any amendments thereto, relating to shares of Common              
Stock, $0.01 par value, of QVC Network, Inc., is, and will be,                  
filed jointly on behalf of each such person.                                    

Dated: September 1, 1994                                                        

      TIME WARNER INC.

            By:/s/ Spencer B. Hays
                   Name: Spencer B. Hays
                   Title: Vice President

     TWQ I CO., L.P.
                     By: Warner Communications Inc.,
                   its General Partner

             By: /s/ Spencer B. Hays
                   Name: Spencer B. Hays
                   Title: Vice President

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ANNEX A   

The following is a list of the directors and executive                
officers of Time Warner Inc. ("Time Warner"), setting forth the                 
business address and present principal occupation or employment                 
(and the name, principal business and address of any corporation or             
organization in which such employment is conducted) of each such                
person.  To the best knowledge of Time Warner, each person is a                 
citizen of the United States of America.                                        

                       Principal Occupation or
NAME                     OFFICE         EMPLOYMENT AND ADDRESS                  

Merv Adelson             Director       Chairman, East-West Capital             
          Associates
                        11111 Santa Monica Blvd.
                      Los Angeles, CA  90025
                   (private investment
        company)

Timothy A. Boggs         Senior Vice    Senior Vice President                   
President      Time Warner*   
                           800 Connecticut Avenue, NW,
         Suite 800
                    Washington, DC 20006

Lawrence B.              Director       Partner,                                
Buttenwieser                            Rosenman & Colin                        
                  575 Madison Avenue
                   New York, NY  10022
          (attorney)

Edward S.                Director       Chairman,                               
Finkelstein                             Finkelstein                             
               Associates Inc.
                712 Fifth Avenue
                  New York, NY 10019
            (consulting)

Beverly Sills            Director       Chairman-Elect, Lincoln                 
Greenough                               Center for the                          
               Performing Arts
                     211 Central Park West
                  New York, NY 10024
               (entertainment)

David R. Haas            Senior Vice    Senior Vice President                   
President and  and Controller,
Controller     Time Warner*   

Peter R. Haje            Executive      Executive Vice                          
     Vice           President, Secretary
     President,     and General Counsel,
Secretary      Time Warner*   
and General                   
Counsel                       

Carla A. Hills           Director       Chairman and Chief                      
                  Executive Officer,
               Hills & Company
                    1200 19th Street, NW
                    Washington, DC 20036
                    (international trade
            consultants)

Geoffrey W.              Senior Vice    Senior Vice President,                  
Holmes                   President      Time Warner*                            

Tod R. Hullin            Senior Vice    Senior Vice President,                  
President      Time Warner*   

David T. Kearns          Director       Senior University Fellow,               
                   Harvard University,
                  Graduate School of
         Education
          Appian Way
              Gutman Library
                   Cambridge, MA 02138

Gerald M. Levin          Director,      Chairman, Chief                         
  Chairman,      Executive Officer
Chief          and President, 
Executive      Time Warner*   
Officer                       
and President                 

Philip R.                Senior Vice    Senior Vice President                   
Lochner, Jr.             President      Time Warner*                            

Henry Luce, III          Director       Chairman and Chief                      
                  Executive Officer,
              The Henry Luce
                Foundation, Inc.
                720 Fifth Avenue
                   New York, NY  10019
                    (private foundation)

Reuben Mark              Director       Chairman and Chief                      
                  Executive Officer,
                         Colgate-Palmolive Company
               300 Park Avenue
                  New York, NY 10022

J. Richard Munro         Director       Chairman of the Executive               
                       Committee, Time Warner*

Richard D.               Director       Chairman and Chief                      
Parsons                                 Executive Officer,                      
                 Dime Savings Bank
                589 Fifth Avenue
                   New York, NY  10017
         (banking)

Donald S. Perkins        Director       Former Chairman,                        
                    Jewel Companies Inc.
          Suite 2700
                        One First National Plaza
                  Chicago, IL  60603
           (retailing)

Raymond S. Troubh        Director       Financial Consultant and                
                   Director of Various
          Companies,
                    10 Rockefeller Plaza
                   New York, NY  10020
                      (financial consultant)

Bert W. Wasserman        Executive      Executive Vice President                
    Vice           and Chief Financial
President      Officer        
and Chief      Time Warner*   
Financial                     
Officer                       

Francis T.               Director       Former Commissioner of                  
Vincent, Jr.                            Major League Baseball,                  
                            c/o Peter J. Solomon Company
               350 Park Avenue
                  New York, NY 10022

____________________                                                            
*The business address of Time Warner is 75 Rockefeller Plaza, New               
York, NY 10019.                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		9/15/95		4
		9/8/94		4					SC 13E3/A,  SC 14D1/A,  SC 14D9/A
Filed on:		9/2/94
		9/1/94		1		7
		8/11/94		4					SC 13E3,  SC 14D1,  SC 14D9
		7/31/94		4					10-Q
		10/13/93		4
		9/30/93		6
		9/15/93		4
		9/14/93		4
		1/28/93		6
		12/31/92		4
		12/23/92		4		6
		9/30/92		4
		6/30/92		4
		6/26/92		4
									List all Filings