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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 16, 1999
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Date of Report
(Date of earliest event reported)
LENFEST COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-96804 23-2094942
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1105 North Market Street, Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
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(Address of principal executive offices)
(302) 427-8602
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On November 16, 1999, Lenfest Communications, Inc. issued a Press
Release (See Exhibit 99.1 to this Form 8-K) with respect to the transaction
described therein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
99.1 Lenfest Communications, Inc. Press Release, issued November 16,
1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
LENFEST COMMUNICATIONS, INC.
By: /s/ Maryann Bryla
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Name: Maryann Bryla
Title: Senior Vice President and
Chief Financial Officer
Date: December 3, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Lenfest Communications, Inc. Press Release,
issued November 16, 1999.
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Exhibit 99
[GRAPHIC OMITTED]
News Release
Contacts at Comcast
William E. Dordelman, Vice President, Finance (215) 981-7550
Ken Mikalauskas, Vice President, Finance (215) 981-7541
Contacts at Lenfest
Maryann Bryla, Senior Vice President and CFO (610) 650-3024
Tom Gailey, Vice President, Communications (610) 650-1130
Contact at AT&T
Eileen M. Connolly, Director, Financial Communications (908) 221-6731
FOR IMMEDIATE RELEASE
COMCAST TO ACQUIRE LENFEST
PHILADELPHIA, PA - November 16, 1999. Comcast Corporation (Nasdaq:
CMCSK) today announced that it has entered into a definitive agreement to
purchase Lenfest Communications, Inc. (Lenfest or LCI), the nation's ninth
largest cable television operator. LCI is currently owned by AT&T and the
Lenfest family. Today's agreement supercedes a prior agreement under which AT&T
was to acquire the Lenfest family's interest in LCI. The combination will unite
LCI, the largest cable operator in the greater Philadelphia marketplace, with
Comcast, the most geographically concentrated operator in the Mid-Atlantic
region.
On a proportionate ownership basis, the LCI group currently owns cable
television systems serving approximately 1.25 million subscribers. LCI's
holdings include: the wholly-owned Suburban Cable, serving approximately 1.1
million customers in southeastern and central Pennsylvania, southern New Jersey
and northern Delaware; a 50 percent interest in Garden State Cablevision, L.P.,
serving approximately 212,000 customers in the Cherry Hill, New Jersey area; a
30 percent interest in Susquehanna Cable Company, serving approximately 167,000
customers primarily in areas of York and Williamsport, Pennsylvania; and a 30
percent interest in Clearview Partners, serving approximately 10,000 customers
in south central Pennsylvania and Maryland. The transaction also includes cable
advertising firm Radius Communications and news programmer Tri-State Media.
Lenfest stockholders will receive approximately 116 million shares of
Comcast Class A Special Common Stock (CMCSK), subject to adjustment, in
consideration for their Lenfest shares. In addition, Comcast will assume
outstanding LCI debt and liabilities of approximately $1.5 billion in connection
with the transaction. Consistent with the original terms of the May 1999
agreement between AT&T and Comcast, should AT&T's pending acquisition of
MediaOne Group fail to close following the purchase of LCI by Comcast, AT&T
would then have the opportunity to acquire from Comcast certain specified cable
systems with an aggregate subscriber base of approximately 1.25 million.
Brian L. Roberts, President of Comcast, commented: "Comcast views the
geographic consolidation of the Philadelphia marketplace as critically important
to the company's future. For many years we have worked alongside Gerry Lenfest
in this region and have been impressed by the company he has built. With the
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addition of LCI (and other pending transactions) to Comcast Cable, we will serve
over 4 million customers in the mid-Atlantic region, stretching from New Jersey
to suburban Washington DC. The end result will be the largest and most
concentrated broadband operation in the country." Mr. Roberts continued: "Both
companies are now offering expanded digital video offerings that complement
other new business lines including the current launch of high speed internet
access and the future deployment of residential telephone through our combined
networks. This combination will serve to accelerate the deployment of such
advanced services to our customer base."
H.F. (Gerry) Lenfest, President and Chief Executive Officer of LCI,
commented: "I am proud of the employees of Suburban Cable, Radius and Tri-State
Media for their dedication and professionalism over the years. Our cable
operation started twenty-five years ago in Lebanon, Pennsylvania with 7,600
subscribers. Today Suburban has more cable customers in Pennsylvania than any
other company and extends into Delaware and southern New Jersey. Radius is also
the largest cable advertising company, and TSM has the largest regional news
operation in Pennsylvania and in the tri-state area. I am proud of them all."
Mr. Lenfest continued: "It makes sense to Comcast and to our own
employees and their futures to join our companies into Comcast, which has the
largest cluster of broadband cable television systems in the Mid-Atlantic
region. I have always respected and admired the steady growth and
diversification of Comcast under the able and insightful leadership of Ralph and
Brian Roberts and their management team."
The acquisition is subject to regulatory closing conditions and is
estimated to close in the first quarter of 2000.
Comcast Corporation (www.comcast.com) is principally involved in the
development, management and operation of broadband cable networks and the
provision of programming content, through principal ownership of QVC,
Comcast-Spectacor and Comcast SportsNet, a controlling interest in E!
Entertainment Television and through other programming investments. Comcast's
Class A Special Common Stock and Class A Common Stock are traded on the Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.
Lenfest Communications, Inc. (www.suburbancable.com) is a diversified
entertainment and communications company. Its principal subsidiary, Suburban
Cable, serves more than 1.1 million customers in southeastern and central
Pennsylvania, southern New Jersey and northern Delaware. Other subsidiaries
encompassed in this transaction include cable advertising firm Radius
Communications and news programmer Tri-State Media.
AT&T (www.att.com) is among the world's premier voice and data
communications company, serving more than 80 million customers, including
consumers, businesses and government. With annual revenues of more than $53
billion and 151,000 employees, AT&T provides services to customers worldwide.
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