QVC seeks to raise cash for Paramount offer TCI-Liberty merger bolsters Malone role


NEW YORK -- QVC Network Inc. was negotiating yesterday with BellSouth and at least two other companies to strike a deal that would allow it to raise the cash portion of its $9.5 billion bid for Paramount Communications Inc. and avoid having to turn for help to John Malone, one of its partners in the deal.

Mr. Malone, one of the nation's richest men, appears more than willing to pump money into the deal, and yesterday, as expected, two of the cable companies he controls, Tele-Communications Inc. and Liberty Media Corp., announced a billion merger that would make it far easier for him to step up his involvement in the bidding war for Paramount.

Liberty, a 22.2 percent owner of QVC, has already pledged to put $500 million into QVC, the television shopping network, to bolster its war chest, but Tele-Communications has the finances to make a far bigger commitment.

While the rival Viacom Inc. camp would love nothing more than having such a deep pocket on standby, Barry Diller, QVC's chairman, and a fellow QVC shareholder, Brian Robert, apparently share some ambivalence about allowing Mr. Malone to wield more influence over the deal.

"John wants to win," said an executive close to QVC. "And that's the easy way to get more money. But it looks more like . . . [Brian Robert] and Barry are bit players if John makes the investments."

Executives close to Mr. Diller and Mr. Robert said the two men have no such concerns.

Their possible reservations, however, gave at least one investment bank that had been conspicuously absent from the fray the chance to finally jump in: Wasserstein, Perella & Co.

The Wall Street firm, founded by Bruce Wasserstein, a fixture of the 1980s mergers scene, was said yesterday to be engaging in talks with QVC on behalf of BellSouth Corp., a regional Bell company.

Mr. Wasserstein did not return phone calls seeking comment.

Mr. Malone is already considered by many to be the most powerful man in the cable business. He is the chief executive of Tele-Communications, the nation's largest cable operator, reaching one out of four homes with cable, and Liberty Media, a company with a wide range of interests in cable programming.

By merging Tele-Communications and Liberty, essentially rewinding a spinoff of 95 percent of Liberty he orchestrated two years ago to satisfy regulators about his power base, Mr. Malone will end up with a 20 percent share of the vote in the nation's largest cable and programming company.

Executives of the two companies said the merger was not prompted by the pending sale of Paramount, though technically it could make it easier for Mr. Malone to play a greater role in that battle.

Because Tele-Communications is a larger company and has greater cash flow than Liberty, it would be easier for the combined companies to make additional investments in QVC that would allow QVC to raise its bid for Paramount, if the battle intensifies.

To avoid having to resort to a bid backed heavily by Tele-Communications, QVC is negotiating with several companies including BellSouth, Bell Atlantic Corp. and Ameritech Corp., several sources close to QVC said yesterday.

The deal would likely require an investment of about $1 billion into QVC in exchange for a package of securities that could include newly issued common stock. An announcement could come as early as this weekend, these executives indicated.

Tensions were also evident in the Viacom camp. While Viacom had hired Robert Greenhill of Smith Barney Shearson as its investment banker, it acknowledged yesterday that it had also retained Goldman, Sachs & Co., a Wall Street powerhouse.

Sumner Redstone, Viacom's chairman, maintained yesterday that Smith Barney was still handling the Paramount deal, but an executive close to Goldman, Sachs said Joseph Zimmel of the mergers and acquisitions department was working on the proposed merger.

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