MEDIA WORLD IN MOTION : All Eyes on CBS . . . : After Losing QVC, It May Be Next on the Auction Block

Like a midair explosion, the scuttled merger plan of QVC Inc. and CBS Inc. has sent both companies spinning into play. Analysts on Wednesday said CBS could fetch more than $4 billion, while QVC might sell for nearly $3 billion if more than one bidder materializes.

CBS formally confirmed Wednesday that it will not pursue QVC in the wake of a surprise $2.2-billion bid from Comcast Corp. for the home shopping channel. But industry executives agreed that CBS is on the auction block, having tipped its hand last month by agreeing to a QVC merger and new management. Analysts said the most logical bidders include Walt Disney Co. and Turner Broadcasting Co., or perhaps a group led by QVC Chairman Barry Diller.

QVC, for its part, said it will negotiate with Comcast and “explore alternatives in order to maximize shareholder value.” There was a flurry of speculation that other bidders may emerge from the ranks of cable TV companies or telephone firms eager to acquire programming. A source in the QVC camp would not rule out a bid from Diller himself, because the QVC chairman wants to run his own company.

Still, some onlookers were fascinated by the speed with which CBS Chairman Laurence A. Tisch abandoned the QVC deal Tuesday night, within hours of the discovery of Comcast’s rival bid. By early Wednesday, the CBS board had even adopted a different plan, announcing that it would buy back 22% of CBS’ own stock for $1.1 billion.

Instead of fighting for QVC, the CBS chairman “ran for the door and went right through it,” marveled one top Hollywood executive, who speculated that tension must have crept into the dealings between Tisch and Diller. He also said the 71-year-old Tisch may have been feeling some seller’s remorse about giving up his chief executive’s job to Diller.

On Wall Street, however, opinion quickly swung to Tisch’s defense, as analysts applauded the stock repurchase plan at $325 per share. Analysts explained that the action will buoy the CBS stock price while the company awaits overtures from bidders.

“Tisch has been handling the stock brilliantly. He may not be an expert in programming, but he understands Wall Street,” said John Tinker, an analyst with Furman Selz. “He’s making the right moves; he’s keeping the stock up.”

CBS shares rose $8 to $308 on the New York Stock Exchange, while QVC soared $6 to $42 in Nasdaq trading. After falling as low as $14.125, Comcast’s stock recovered slightly after company executives explained their bid to more than 100 institutional investors in a conference call. Comcast shares closed at $15.125, down $1.50 from the previous day.

The business world was stunned by Comcast’s surprise bid for QVC late Tuesday because Comcast--a founding shareholder of QVC--had wooed Diller for the job of running the shopping network and had unflinchingly backed his unsuccessful $10-billion bid for Paramount Communications Inc.

But in separate interviews, both Diller and Comcast President Brian Roberts offered the same account of their frank talks in the last week.

Diller “said to us all along, ‘If you don’t like CBS, you can make a bid for the whole company,’ ” Roberts said.

The QVC chairman concurred. “You bet I did. . . . I have no (reason) to be angry with them,” Diller said.

By that token, the QVC board meeting Wednesday was described as a civilized, one-hour-and-15-minute affair conducted at the Manhattan law offices of Wachtell, Lipton, Rosen & Katz. Afterward, one source said QVC and Comcast were already tackling a merger agreement that could be signed within two weeks.

As reported, Comcast has offered to pay $44 a share to QVC’s shareholders, but the company told analysts it would be willing to change the structure of the deal, perhaps offering stock instead of cash to certain shareholders, such as John Malone’s Liberty Media, who want to avoid a big tax bill on their profits.

The CBS move prompted analysts to immediately increase their per-share earnings projections because the company’s equity base will shrink as a result of the buyback. Still--if CBS is worth $360 per share, as some analysts say--the company could still reap a premium price for the remaining shareholders.

“If you’re going to sell, you may as well bring the value up for the guys who remain,” one institutional investor said.

The Tisch-controlled Loews Corp. said Wednesday that it will tender its CBS shares, fulfilling Wall Street’s expectation that Tisch is committed to taking some cash out of the company at this time.

Comcast Corp. at a Glance

* Headquarters: Philadelphia

* Chairman: Ralph J. Roberts

* Employees: 5,390

* Major services: Currently the fourth-largest cable operator in the nation. It operates television cable systems serving about 2.9 million subscribers. It also has a cellular telephone service in the Mid-Atlantic states.

* 1993 revenue: $1.3 billion

* 1993 loss: $859.2 million

* Loss per share: 46 cents

* Wednesday stock price: $15.125, down $1.50

REVENUE (in millions) 1993: $1,338.2

LOSSES 1993: $859.2

Sources: Bloomberg Business News; Standard & Poor’s; company reports