Diller Barry – ‘SC 13D/A’ on 8/8/94 re: QVC Network Inc – EX-99.44

As of:  Monday, 8/8/94   ·   Accession #:  898822-94-66   ·   File #:  5-38102

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           7     17K 
                          Ownership                                              
 2: EX-99.44    Miscellaneous Exhibit                                  5     16K 

EX-99.44   —   Miscellaneous Exhibit

EX-99.44
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                     Exhibit 99.44

 AGREEMENT

                              August 4, 1994

Mr. Barry Diller                                              
Arrow Investments, L.P.                                       
1940 Coldwater Canyon                                         
Beverly Hills, California  90210                              

Dear Mr. Diller:                                              

        Reference is made to (i) the Merger Agreement (the
"Merger Agreement"), dated the date hereof, among QVC, Inc.   
("QVC"), Comcast Corporation ("Comcast"), Liberty Media Corpo-
ration ("Liberty") and Comcast Qmerger, Inc., (ii) the        
Stockholders Agreement, dated as of July 16, 1993, as amended 
to date (the "Stockholders Agreement"), among Comcast, Barry  
Diller ("Diller"), Arrow Investments, L.P. ("Arrow") and cer- 
tain of their affiliates and (iii) the Equity Compensation    
 Agreement dated as of December 9, 1992 by and among QVC, Diller
and Arrow (the "Equity Compensation Agreement").  Capitalized 
terms used but not defined herein have the meanings set forth 
in the Merger Agreement.                                      

We agree as follows:                      

        1.   The Arrow Group (as defined below) represents
and warrants that as of the date hereof (a) it has good and   
marketable title to 1,000,000 shares (the "Shares," which term
shall include any shares of Common Stock (as defined below)   
issued to the Arrow Group after the date hereof upon the exer-
cise of any Options (as defined below)) of common stock, par  
value $.01 per share, of QVC (the "Common Stock"), (b) all of 
 such Shares are registered in the name of Diller, entities con-
trolled by Diller or Arrow (collectively, the "Arrow Group"), 
(c) the Arrow Group is the holder of presently exercisable op-
tions to purchase 3,000,000 shares of Common Stock and options
to purchase an additional 3,000,000 shares of Common Stock    
which are not presently exercisable (collectively, the "Op-   
tions"), and (d) each of Diller and Arrow has the legal power,
right and authority to enter into and perform this Agreement, 

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Mr. Barry Diller                                              
August 4, 1994                                                
Page 2                                                        

 and this Agreement has been duly executed and delivered by each
of Diller and Arrow and constitutes a legal, valid and binding
agreement of each of them.  The Shares and Options are some-  
times collectively referred to as the "QVC Securities."       

         2.   Subject to the absence or waiver of any incon-
sistent agreements, each of Comcast, Diller and Arrow agrees  
(for himself or itself and his or its respective affiliates)  
that the Stockholders Agreement shall terminate immediately   
 without any further obligation thereunder, and each of Comcast,
Diller and Arrow further agrees (for himself or itself and his
or its respective affiliates) to release each other from any  
 claim of whatever nature arising out of or under the Stockhold-
ers Agreement; provided, however, that if the Merger Agreement
is terminated, such Stockholders Agreement (including all     
rights and obligations thereunder) and such claims will be re-
stored effective as of the date hereof and this paragraph will
be of no effect effective as of the date hereof.              

          3.   Diller agrees to vote (as a director of QVC) in
favor of the Merger Agreement and the Transactions, provided  
that there is not then a bona fide transaction proposed to QVC
or its stockholders which would result in consideration to the
QVC stockholders greater than $46 per share (or such higher   
price then offered by Comcast and Liberty if they increase the
 $46 price provided in the Merger Agreement) and further subject
to Diller's fiduciary obligations as a member of the Board of 
Directors of QVC.                                             

         4.   From the date hereof until the earlier of con-
 summation of the Merger or termination of the Merger Agreement:

       (a)  The Arrow Group will not (i) sell, transfer,
     pledge, assign or otherwise dispose of, or agree to sell,
    transfer, pledge, assign or otherwise dispose of, any of
   the QVC Securities except that the Arrow Group shall be
      free to tender Shares pursuant to the Offer (provided that
      the Arrow Group shall be permitted to dispose of Shares to
  QVC in order to effect cashless exercises of Options),
     (ii) deposit any QVC Securities owned by it into a voting
   trust or grant a proxy or enter into a voting agreement
     with respect to such QVC Securities, (iii) agree with any
     third-party to exercise any voting rights with respect to
      such QVC Securities, except pursuant to paragraph 4(b), or
    (iv) seek or solicit any of the foregoing, other than as

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Mr. Barry Diller                                              
August 4, 1994                                                
Page 3                                                        

     permitted (as a director of the Company) under the Merger
Agreement.                                          

         (b)  The Arrow Group agrees to tender, upon the re-
    quest of Comcast, pursuant to and in accordance with the
   terms of the Offer, all shares of Common Stock owned by
      it.  Upon the request of Comcast, Diller will exercise all
      of the then exercisable Options provided that arrangements
    satisfactory to Diller for the financing of the exercise
     and the purchase of the Shares by Comcast have been made.

          (c)  Unless each Share has been tendered pursuant to
    the Offer, the Arrow Group will cause each Share that it
      then owns or has power to vote to be voted (i) at the Com-
   pany stockholder meeting to approve the Merger, for the
 approval and adoption of the Merger Agreement and the
 Merger and (ii) against any recapitalization, merger,
      business combination, or similar transaction involving QVC
unless Comcast or Liberty consents.                 

 The foregoing notwithstanding, this paragraph 4 shall not apply
(i) upon the first to occur of (A) the last day on which to   
tender into a tender or exchange offer which would result in  
consideration to the QVC stockholders greater than $46 per    
 share (or such higher price then offered by Comcast and Liberty
if they increase the $46 price provided in the Merger Agree-  
 ment) (a "Superior Offer") (subject to the subsequent condition
that such Superior Offer is consummated) and (B) the fifth    
business day after any person or entity has made a Superior   
Offer which has not been matched by Comcast and Liberty (sub- 
ject to the subsequent condition that such Superior Offer is  
consummated) or (ii) to the extent it could result in any vio-
lation of or liability under the federal securities laws.     

         5.   From the date hereof until the earlier of con-
 summation of the Merger or termination of the Merger Agreement,
neither Diller nor Arrow will, directly or indirectly, ini-   
 tiate, solicit or encourage any Person concerning the making of
any proposal with respect to an Alternative Transaction, other
than as permitted (as a director of the Company) under the    
Merger Agreement.                                             

        6.   Comcast agrees to cause QVC and the Surviving
Corporation (which Comcast represents and agrees that it has  
and will maintain the authority to do) to fulfill and         
completely discharge all obligations under the Options.       
Comcast agrees that, upon consummation of the Offer, unless   

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Mr. Barry Diller                                              
August 4, 1994                                                
Page 4                                                        

otherwise agreed to by Diller, Diller's employment under the  
Equity Compensation Agreement shall continue until at least   
December 12, 1994 (it being agreed that Diller may perform his
services to QVC as provided by the Equity Compensation        
Agreement on a non-exclusive basis and without minimum time   
 requirements but will be reasonably available to facilitate the
transition), and QVC shall continue to pay all expenses       
incurred by Diller at least through December 12, 1994 on a    
basis consistent with past practice.  In addition, each of    
Comcast and Diller agree that, upon termination of Diller's   
employment, Comcast shall cause (which Comcast represents and 
agrees that it has and will maintain the authority to do) QVC 
to execute for the benefit of Diller and the entities included
in the Arrow Group, and, provided Diller shall have been paid 
all amounts due in respect of the Options and his employment  
(including payment of Diller's expenses), Diller shall execute
for the benefit of QVC, general releases in a form mutually   
agreed to by the parties.  This paragraph 6 shall survive     
termination of this Agreement, if Comcast, together with any  
other party, acquires control of a majority of the outstanding
voting stock or a majority of the board of directors of QVC.  

           7.   This Agreement shall terminate automatically and
 simultaneously with the Merger Agreement in accordance with its
terms.                                                        

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Mr. Barry Diller                                              
August 4, 1994                                                
Page 5                                                        

         If the foregoing reflects your understanding of our
agreement, please execute this letter agreement in the space  
provided below.  This letter agreement will be governed by and
construed in accordance with the substantive law of the State 
of New York.                                                  

                     Very Truly Yours,

                       COMCAST CORPORATION

                            By: /s/ Brian L. Roberts
                                 Name:  Brian L. Roberts
                           Title:  President

Accepted and Agreed:                                          

/s/ Barry Diller                                            
Barry Diller                                                  

ARROW INVESMENTS, L.P.                                        
By:  Arrow Investments, Inc.,                                 
its general partner                                 

By:  /s/ Barry Diller                                         
Name:                                                 
Title:                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		12/12/94		4
Filed on:		8/8/94							SC 13D,  SC 13D/A
		8/4/94		1		5
		7/16/93		1
		12/9/92		1
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