COMCAST LCI HOLDINGS INC
8-K, 2000-01-21
CABLE & OTHER PAY TELEVISION SERVICES
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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



       Date of Report (Date of earliest event reported): January 18, 2000



                           COMCAST LCI HOLDINGS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Delaware                        333-96804                        23-2094942
- ----------------                 ----------------                  -------------
(State or other                 (Commission file                  (IRS employer
jurisdiction of                      number)                      identification
incorporation)                                                          no.)



                  1201 Market Street, Suite 2201
                       Wilmington, Delaware                 19801
            --------------------------------------------------------
            (Address of principal executive offices)      (Zip Code)




        Registrant's telephone number, including area code (302) 594-8700
                                                           --------------
<PAGE>
Item 1.   CHANGES IN CONTROL OF REGISTRANT

On January 18, 2000, Comcast Corporation  ("Comcast"),  through its wholly owned
subsidiary   Comcast  LCI  Holdings,   Inc.  ("LCI  Holdings"),   completed  the
acquisition  of Lenfest  Communications,  Inc.  ("Lenfest"),  the nation's ninth
largest cable television  operator (the  "Acquisition") for approximately  121.4
million  shares,  subject to closing  adjustments,  of Comcast's Class A Special
Common Stock,  par value $1.00 per share.  As part of the  Acquisition,  Lenfest
merged  with  and  into  LCI  Holdings,  with  LCI  Holdings  as  the  surviving
corporation of the merger.

A press  release  announcing  the  completion of the  Acquisition  was issued by
Comcast on January 18, 2000. The  information  contained in the press release is
incorporated  herein by  reference.  The press  release  is  attached  hereto as
Exhibit 99.1.

ITEM 7.  Financial Statements and Exhibits.

                  (c)      Exhibits:

                  99.1     Press Release dated January 18, 2000.



                                       2
<PAGE>

                                   SIGNATURE
                                   ---------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  January 21, 2000                     COMCAST LCI HOLDINGS, INC.

                                             By: /s/ William E. Dordelman
                                                 -----------------------
                                                 William E. Dordelman
                                                 Vice President

                                       3
<PAGE>
                                  EXHIBIT INDEX
                                  -------------


     99.1           Press Release dated January 18, 2000.




                                       4



FOR IMMEDIATE RELEASE

COMCAST COMPLETES ACQUISITION OF LENFEST


Philadelphia, PA - January 18, 2000: Comcast Corporation announced today that it
has completed the acquisition of Lenfest  Communications,  Inc.  (Lenfest),  the
nation's  ninth  largest  cable  television   operator.   The  acquisition  adds
approximately  1.25 million cable subscribers to Comcast Cable,  solidifying its
position as the third largest cable operator and creating one of the largest and
most concentrated broadband operations in the country.

With the addition of Lenfest and other pending transactions,  Comcast Cable will
serve over 8.2 million customers. More than four million of these customers will
be located in the  mid-Atlantic  region,  stretching from New Jersey to suburban
Washington,  D.C.  Comcast  views  geographic  consolidation  of key  markets as
critically  important to the  company's  future,  enhancing its ability to offer
expanded digital video and high-speed  Internet access services to its customers
and helping  accelerate  deployment of future services,  such as residential and
commercial telephone, through its networks.

"This is a  red-letter  day in the history of Comcast,"  said Ralph J.  Roberts,
chairman of Comcast Corporation.  "Two great cable companies, both of which have
their  roots  in the  Philadelphia  area,  are  now  one.  Gerry  Lenfest  is an
extraordinary entrepreneur, and he has built a great business in Suburban Cable.
We  salute  Gerry  for all  that he has  accomplished.  We now look  forward  to
officially welcoming Suburban Cable customers into the Comcast family."

"I did not take lightly the importance of turning over the ownership of Suburban
Cable,  the  company  we built  over the last  twenty-five  years,  to the right
successor," said H.F. (Gerry) Lenfest,  president and chief executive officer of
Lenfest. "I am most pleased that the ownership of Suburban will pass to Comcast.
Comcast is headquartered  in Philadelphia  and has grown into a major,  national
diversified  communications company under the able leadership of Ralph and Brian
Roberts and their  management  team.  I am  confident  that the  Suburban  cable
operations  and our  employees  will  benefit  from  being  part of the  Comcast
family."

Comcast Corporation  (www.comcast.com  [http://www.comcast.com] ) is principally
engaged in the development, management and operation of broadband cable networks
and  in  the  provision  of  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  and Class A Common  Stock are  traded on The  Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.

                                      ###


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