AGREEMENT AND PLAN OF MERGER
dated as of
July 28, 2000
among
COMCAST CABLE COMMUNICATIONS, INC.
COMCAST JOIN HOLDINGS, INC.
and
COMCAST LCI HOLDINGS, INC.
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TABLE OF CONTENTS
----------------------
PAGE
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions...................................................1
ARTICLE 2
THE MERGER
SECTION 2.01. The Merger....................................................2
SECTION 2.02. Effect on Shares..............................................2
ARTICLE 3
THE SURVIVING CORPORATION
SECTION 3.01. Certificate of Incorporation..................................3
SECTION 3.02. Bylaws........................................................3
SECTION 3.03. Directors and Officers........................................3
ARTICLE 4
MISCELLANEOUS
SECTION 4.01. Governing Law.................................................3
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AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of July 28, 2000 among COMCAST
CABLE COMMUNICATIONS, INC., a Delaware corporation and a wholly owned subsidiary
of Comcast Corporation ("CCCI"), COMCAST JOIN HOLDINGS, INC., a Delaware
corporation and a wholly owned subsidiary of Comcast Corporation ("Comcast
JOIN"), and COMCAST LCI HOLDINGS, INC., a Delaware corporation and a
wholly-owned subsidiary of Comcast Corporation ("Comcast LCI").
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. The following terms, as used herein, have
the following meanings:
"CCCI Stock" means the common stock, $1.00 par value, of CCCI.
"Comcast JOIN Stock" means the common stock, $1.00 par value, of
Comcast JOIN.
"Comcast LCI Stock" means the common stock, $1.00 par value, of Comcast
LCI.
"Delaware Law" means the General Corporation Law of the State of
Delaware.
"Person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.
"Subsidiary" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at any time directly or indirectly owned by such person.
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ARTICLE 2
THE MERGER
SECTION 2.01. The Merger. (a) At the Effective Time, each of Comcast
JOIN and Comcast LCI shall be merged (the "Mergers") with and into CCCI in
accordance with Delaware Law, whereupon the separate existence of each of
Comcast JOIN and Comcast LCI shall cease, and CCCI shall be the surviving
corporation (the "Surviving Corporation").
(b) Promptly after the execution hereof, the parties will file
certificates of merger with the Delaware Secretary of State. The Mergers shall
become effective at such time (the "Effective Time") as the certificates of
merger are duly filed with the Delaware Secretary of State (or at such later
time as may be specified in the certificates of merger).
(c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, powers, privileges and franchises and be subject to all
of the obligations, liabilities, restrictions and disabilities of Comcast JOIN
and Comcast LCI, all as provided under Delaware Law.
SECTION 2.02. Effect on Shares. At the Effective Time,
(a) each share of Comcast JOIN Stock and Comcast LCI Stock outstanding
immediately prior to the Effective Time shall be cancelled, and no payment shall
be made with respect thereto;
(b) each share of Comcast JOIN Stock and Comcast LCI Stock held by
Comcast JOIN or Comcast LCI, as the case may be, as treasury stock or owned by
CCCI or any of its Subsidiaries immediately prior to the Effective Time shall be
cancelled, and no payment shall be made with respect thereto;
(c) each share of CCCI Stock outstanding immediately prior to the
Effective Time shall remain outstanding and be unaffected by the Merger; and
(d) each share of CCCI Stock held by CCCI, as treasury stock or owned
by Comcast Corporation, a Pennsylvania corporation, or any of its Subsidiaries
immediately prior to the Effective Time shall be unaffected by the Merger.
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ARTICLE 3
THE SURVIVING CORPORATION
SECTION 3.01. Certificate of Incorporation. The certificate of
incorporation of the Surviving Corporation in effect at the Effective Time shall
be the certificate of incorporation of the Surviving Corporation until amended
in accordance with applicable law.
SECTION 3.02. Bylaws. The bylaws of the Surviving Corporation in effect
at the Effective Time shall be the bylaws of the Surviving Corporation until
amended in accordance with applicable law.
SECTION 3.03. Directors and Officers. From and after the Effective
Time, until successors are duly elected or appointed and qualified in accordance
with applicable law, (i) the directors of the Surviving Corporation at the
Effective Time shall be the directors of the Surviving Corporation and (ii) the
officers of the Surviving Corporation at the Effective Time shall be the
officers of the Surviving Corporation.
ARTICLE 4
MISCELLANEOUS
SECTION 4.01. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
3
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
COMCAST CABLE
COMMUNICATIONS, INC.
By: /s/ Arthur R. Block
------------------------------------
Name: Arthur R. Block
Title:
COMCAST JOIN HOLDINGS, INC.
By: /s/ Arthur R. Block
------------------------------------
Name: Arthur R. Block
Title:
COMCAST LCI HOLDINGS, INC.
By: /s/ W. E. Dordelman
------------------------------------
Name: W. E. Dordelman
Title:
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