As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
<TABLE>
<S> <C> <C>
Comcast Cable Communications, Inc. Delaware 23-2175755
(Exact Name of Registrant (State or Other Jurisdiction of (I.R.S. Employer
as Specified in its Charter) Incorporation or Organization) Identification No.)
-----------------------
Comcast Cable Communications, Inc. William E. Dordelman
1500 Market Street 1500 Market Street
Philadelphia, Pennsylvania 19102 Philadelphia, Pennsylvania 19102
(215) 665-1700 (215) 665-1700
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of Registrant's principal number, including area code, of agent for service)
executive offices)
</TABLE>
-----------------------
Copies to:
Richard A. Drucker
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
-----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities being offered only in connection with dividend
or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Amount of
Title of Each Class of Amount to be Aggregate Offering Registration
Securities to be Registered(1) Registered(1)(2) Price(2) Fee(3)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Senior Debt Securities and Subordinated Debt Securities
(collectively, "Debt Securities")
Warrants to Purchase Debt Securities
Debt Units
Total.......................................................... $4,000,000,000 $4,000,000,000 $1,056,000
===================================================================================================================================
</TABLE>
(1) Such indeterminate number of amount of Debt Securities, Warrants to
purchase Debt Securities, and Debt Units of Comcast Cable Communications,
Inc. as may from time to time be issued at indeterminate prices.
(2) Such amount in U.S. dollars or the equivalent thereof in foreign
currencies as shall result in an aggregate initial offering price for all
securities of $4,000,000,000. In addition, this Registration Statement
includes such presently indeterminable number of offered securities as
may be issuable from time to time upon exchange of the securities being
registered hereby.
(3) The registration fee has been calculated pursuant to Rule 457(o) and
reflects the offering price rather than the principal amount of any Debt
Securities offered at a discount.
-----------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
PROSPECTUS Subject to Completion
Issued September 27, 2000
Comcast Cable Communications, Inc.
$4,000,000,000 1500 Market Street
Philadelphia, Pennsylvania 19102
(215) 665-1700
--------------------------------------------------------------------------------
The following are types of securities that we may offer and sell under this
prospectus:
<TABLE>
<S> <C>
o unsecured senior debt securities o warrants to purchase debt securities
o unsecured subordinated debt securities o debt units
We will describe in a prospectus supplement, which will accompany this
prospectus, the specific terms of the securities we are offering and selling.
These terms may include:
o maturity o redemption terms
o interest rate o listing on a securities exchange
o sinking fund terms o amount payable at maturity
o currency of payments
</TABLE>
--------------------------------------------------------------------------------
Investing in the securities involves risks that are described under the
caption "Risk Factors" beginning on page 3.
--------------------------------------------------------------------------------
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------------------------------------------------------------------
We may offer the securities in amounts, at prices and on terms determined
at the time of offering. We may sell the securities directly to you, through
agents we select, or through underwriters and dealers we select. If we use
agents, underwriters or dealers to sell the securities, we will name them and
describe their compensation in a prospectus supplement.
, 2000
<PAGE>
TABLE OF CONTENTS
Risk Factors...................................................................3
Special Note Regarding Forward-Looking Statements..............................5
Comcast Cable Communications, Inc..............................................5
Use of Proceeds................................................................8
Consolidated Ratio of Earnings to Fixed Charges................................8
Description of the Senior Debt Securities and Subordinated Debt Securities.....8
Description of Debt Warrants..................................................18
Description of Debt Units.....................................................20
Global Securities.............................................................20
Plan of Distribution..........................................................21
Legal Matters.................................................................22
Experts.......................................................................22
Available Information.........................................................23
Incorporation of Certain Documents by Reference...............................23
-----------------------
We are a Delaware corporation and our principal office is at 1500 Market
Street, Philadelphia, PA 19102. Our telephone number is (215) 665-1700. We also
have a world wide web site at http://www.comcast.com. The information posted at
our web site is not incorporated into this prospectus. In this prospectus, the
terms Company, Comcast Cable, we, us and our refer to Comcast Cable
Communications, Inc. The terms Comcast Corporation and Comcast refer to Comcast
Corporation, which owns all of our voting securities.
We have the sole obligation to make payments to you on all of the
securities. Comcast Corporation has no obligation to make any payments to you
on any of the securities.
2
<PAGE>
RISK FACTORS
You should carefully consider the following risk factors and other
information in this prospectus before deciding to invest in our securities.
We are an indirect wholly-owned subsidiary of
Comcast Corporation
There are generally no restrictions on our ability to pay dividends, make
advances, or make other payments to Comcast. Comcast, at its sole discretion,
may require us or our subsidiaries to pay dividends or make other payments or
advances to Comcast. The degree to which we are required to make payments to
Comcast could limit our ability to obtain any necessary financing in the future
for working capital, capital expenditures, debt service requirements or other
purposes, and could make us more vulnerable to a downturn in our business.
We depend on the operating results of our subsidiaries
Our ability to pay our obligations, including our obligation to make
payments on the securities we are offering, depends, in part, upon our
subsidiaries repaying investments and advances we have made to them and upon
their earnings and their distributing those earnings to us. Our subsidiaries'
ability to pay dividends or make other payments or advances to us will depend
upon their operating results and will be subject to applicable laws and
contractual restrictions.
Our debt securities will be effectively subordinated to all our
subsidiaries' liabilities, consisting primarily of their trade payables. This
means that our subsidiaries must pay their creditors in full before their
assets are available to us to pay you.
Our ability to successfully integrate our new cable
communications operations may adversely affect our
future results of operations
We have acquired and we anticipate acquiring cable communications systems
in new communities in which we do not have established relationships with the
local franchising authority, community leaders and cable subscribers. Further,
a substantial number of new employees are being and must continue to be
integrated into our business practices and operations. Our results of
operations may be significantly affected by our ability to efficiently and
effectively manage these changes.
We are subject to regulation by federal, state and
local governments
The federal, state and local governments extensively regulate the cable
communications industry. We expect that court actions and regulatory
proceedings will refine the rights and obligations of various parties,
including the government, under the Communications Act of 1934, as amended. The
results of these judicial and administrative proceedings may materially affect
our business operations.
Local authorities grant us franchises that permit us to operate our cable
systems. We have to renew or renegotiate these franchises from time to time. We
can not predict whether we will be able to renew our franchises or the terms
that we may be able to negotiate.
We face a wide range of competition in areas served by our cable systems, which
could adversely affect our future results of operations
Our cable communications systems compete with a number of different
sources which provide news, information and entertainment programming to
consumers. We compete directly with program distributors and other companies
that use satellites, build competing cable systems in the same communities we
serve or otherwise provide programming and other communications services to our
subscribers and potential subscribers. In addition, federal law now allows
local telephone companies to provide directly to subscribers a wide variety of
services that are competitive with our cable communications services. Some
local telephone companies provide or have announced plans to provide video
services within and outside their telephone service areas through a variety of
methods, including broadband cable networks, satellite program distribution and
wireless transmission facilities.
Our competition may increase because of
technological advances and new regulatory
requirements which could adversely affect our
future results of operations
Recently, a number of companies, including telephone companies and
Internet Service Providers, commonly known as ISPs, have asked local, state and
federal governments to mandate that cable communications operators provide
capacity on their broadband infrastructure so that these companies and
3
<PAGE>
others may deliver Internet services and interactive television services
directly to customers over cable facilities. Some cable operators, including
us, have initiated litigation challenging municipal efforts to unilaterally
impose so-called "open access" requirements. The few court decisions dealing
with this issue have been inconsistent and the Federal Communications
Commission recently announced that it will initiate a regulatory proceeding to
consider "open access" and related regulatory issues. Franchise renewals and
transfers could become more difficult depending upon the outcome of this issue.
In addition, numerous companies, including telephone companies, have introduced
Digital Subscriber Line technology, known as DSL, which will allow Internet
access to subscribers at data transmission speeds equal to or greater than that
of modems over conventional telephone lines.
We expect other advances in communications technology, as well as changes
in the marketplace and the regulatory and legislative environment, to occur in
the future. Other new technologies and services may develop and may compete
with services that our cable communications systems offer. The success of these
ongoing and future developments could have a negative impact on our business
and operations.
Our cost of providing programming may increase
We generally pay either a monthly fee per subscriber per channel or a
percentage of certain revenues for programming. Our programming costs are
increased by increases in the number of subscribers, expansion of the number of
channels provided to subscribers, and increases in contract rates from
programming suppliers. Our programming contracts are generally for a fixed
period of time and are subject to negotiated renewal. We anticipate that future
contract renewals will result in programming costs that are higher than our
costs today, particularly for sports programming, which could make our service
less competitive.
We are subject to increasing financial and other demands by broadcasters
to obtain the required consent for the transmission of broadcast programming to
our subscribers. We cannot predict the financial impact of these negotiations
or the effect upon our subscribers should we be required to stop offering this
programming.
We have incurred losses in the past and we
anticipate such losses will continue
In recent years, we have grown significantly through both strategic
acquisitions and growth in our existing businesses. These acquisitions
significantly increased our revenues, expenses, operating income before
depreciation and amortization, depreciation expense, amortization expense and
interest expense. We expect that we will continue to report significant losses
because of the increases in depreciation expense, amortization expense and
interest expense associated with these acquisitions and their financing. If we
fail to become profitable in the future, we may have difficulty continuing our
operations and obtaining additional required funds. Moreover, if we fail to
become profitable in the future, we may have difficulty paying you on the
securities and paying our other creditors.
We have a substantial amount of debt which could adversely affect our future
results of operations
Our capital structure includes a substantial amount of debt. The
indentures that govern the terms of our debt do not restrict our ability to
incur additional indebtedness. The degree to which we incur additional debt
could have important consequences to holders of the securities, including:
o limiting our ability to obtain any necessary financing in the future
for working capital, capital expenditures, debt service requirements
or other purposes;
o requiring us to dedicate a substantial portion of our cash flows from
operations to the payment of indebtedness and not for other purposes,
such as working capital and capital expenditures;
o limiting our flexibility to plan for or react to, changes in our
business;
o making us more indebted than some of our competitors, which may place
us at a competitive disadvantage; and
o making us more vulnerable to a downturn in our business.
4
<PAGE>
The securities we are offering will be new issues of securities for which there
is currently no trading market and the securities may trade at prices below
their initial offering price
We cannot predict whether an active trading market for the securities will
develop or be sustained. If an active trading market were to develop, the
securities could trade at prices that may be lower than the initial offering
price of the securities. Whether or not the securities trade at lower prices
depends on many factors, including:
o our financial condition, historic financial performance and future
prospects;
o prevailing interest rates and the markets for similar securities; and
o general economic conditions.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The cable communications industry may be affected by, among other things:
o changes in laws and regulations;
o changes in the competitive environment;
o changes in technology;
o franchise related matters;
o market conditions that may adversely affect the availability of debt
and equity financing for working capital, capital expenditures or
other purposes; and
o general economic conditions.
In this prospectus and in the documents we incorporate by reference, we
state our beliefs of future events and of our future financial performance. In
some cases, you can identify those so-called "forward-looking statements" by
words such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of those words and other comparable words. You should be aware that those
statements are only our predictions. Actual events or results may differ
materially. In evaluating those statements, you should specifically consider
various factors, including the risks outlined under "Risk Factors" above. Those
factors may cause our actual results to differ materially from any of our
forward-looking statements.
COMCAST CABLE COMMUNICATIONS, INC.
We are principally engaged in developing, managing and operating broadband
communications networks. We are currently the third largest cable
communications system operator in the United States and are deploying digital
video applications and high-speed Internet access service to expand the
products available on our cable communications networks. We are a Delaware
corporation that was organized in 1981 and are an indirect wholly-owned
subsidiary of Comcast Corporation.
Comcast's consolidated cable operations served 7.5 million subscribers and
passed 12.1 million homes in the United States as of August 31, 2000. We have
entered into a series of transactions whereby we will acquire, subject to
receipt of necessary regulatory and other approvals, 750,000 cable subscribers.
Upon completion of these transactions which is expected to occur in the first
quarter of 2001, we will serve approximately 8.2 million subscribers and pass
approximately 13.3 million homes.
We manage most of our cable communications systems in geographic clusters.
Clustering improves our ability to sell advertising, enhances our ability to
efficiently introduce and market new products, and allows us to more
efficiently and effectively provide customer service and support. As part of
our clustering strategy, we have consolidated our local customer service
operations into large regional call centers. These regional call centers have
technologically advanced telephone systems that provide 24-hour per
5
<PAGE>
day, 7-day per week call answering capability, telemarketing and other services.
We consider technological innovation to be an important component of our
service offerings and a contributor to customer satisfaction. We are deploying
fiber optic cable and upgrading the technical quality of our cable
communications networks. As a result, the reliability and capacity of our
systems have increased, aiding in the delivery of additional video programming
and other services such as enhanced digital video, high-speed Internet access
service and, potentially, telephony.
We receive the majority of our revenues from subscription services.
Subscribers typically pay us on a monthly basis and generally may discontinue
services at any time. We generate additional revenues from non- subscription
services such as advertising, pay-per-view, installation, commissions from
electronic retailing and other services. Monthly subscription rates and related
charges vary according to the type of service selected and the type of
equipment used by subscribers.
Our digital cable service, for which we charge an additional monthly fee,
allows us to use digital compression to substantially increase the capacity of
our cable communications systems, as well as to improve picture quality.
We also earn revenues from the sale of Excite@Home's high-speed cable
modem services marketed as Comcast@Home in areas served by certain of our cable
communications systems.
Programming costs increase in the ordinary course of our business as a
result of increases in the number of subscribers, expansion of the number of
channels provided to subscribers and contractual rate increases from
programming suppliers. Through July 31, 2000, on our behalf, Comcast sought and
secured long-term programming contracts that generally provided for payment
based on either a monthly fee per subscriber per channel or a percentage of
certain subscriber revenues. Comcast charged each of our subsidiaries for
programming on a basis which generally approximated the amount each of our
subsidiaries would be charged if it had purchased the programming directly from
the supplier and did not benefit from the purchasing power of Comcast's
consolidated operations. Amounts charged to us by Comcast for programming were
included in operating expenses in our consolidated financial statements.
Through July 31, 2000, Comcast, through management agreements with our
subsidiaries, managed our subsidiaries' operations, including rebuilds and
upgrades. Management fees paid to Comcast were included in selling, general and
administrative expenses in our consolidated financial statements.
Effective August 1, 2000, Comcast assigned its intercompany management and
programming agreements with our subsidiaries to us. As such, effective August
1, 2000, amounts charged by us to our subsidiaries for management fees and
programing will be eliminated in our consolidated financial
statements.
Recent Developments
On August 1, 2000, two wholly-owned subsidiaries of Comcast, Comcast LCI
Holdings, Inc. and Comcast JOIN Holdings, Inc., were merged into us. Comcast LCI
Holdings owned cable systems serving approximately 1.1 million subscribers and
was acquired by Comcast in January 2000. Comcast JOIN Holdings owned cable
systems serving approximately 1.1 million subscribers and was acquired by
Comcast in April 1999, June 1999 and March 2000. The mergers will be accounted
for at Comcast's historical cost in a manner similar to a pooling of interests.
Accordingly, effective August 1, 2000, our consolidated financial statements
include the accounts of the merged subsidiaries since the dates of their
acquisition by Comcast.
On August 1, 2000, Comcast completed its acquisition of Prime
Communications LLC, a cable communications company serving approximately 430,000
subscribers. Comcast contributed its interest in Prime to us on that date. As
such, effective August 1, 2000, our consolidated financial statements will
include the results of Prime.
In August 2000, subsequent to the mergers of Comcast LCI Holdings and
Comcast JOIN Holdings into us, we replaced all of our subsidiaries' existing
credit facilities and certain of Comcast's other cable communications
subsidiaries' existing credit facilities with our new bank credit facility and
our new commercial paper program. Our new bank credit facility consists of a
$2.25 billion, five-year senior credit facility and a $2.25 billion, 364-day
revolving credit facility. The 364-day revolving credit facility supports our
new commercial paper program. In August 2000, we borrowed $1.4 billion under
the five- year facility and $1.0 billion under the commercial paper program,
the proceeds of which were used to repay and retire approximately $2.4 billion
of
6
<PAGE>
Comcast's subsidiaries' credit facilities, including $2.1 billion of our
subsidiaries' credit facilities and a $0.3 billion credit facility for a
subsidiary of Comcast which is expected to be contributed by Comcast to us by
December 31, 2000.
Comcast Corporation
Comcast is principally involved in three lines of business: Cable -
through the development, management and operation of broadband communications
networks, Commerce - through QVC, Comcast's electronic retailing subsidiary,
and Content - through Comcast's consolidated subsidiaries Comcast-Spectacor,
Comcast SportsNet and E! Entertainment Television, and through its other
programming investments, including The Golf Channel, Speedvision and Outdoor
Life.
Comcast is a Pennsylvania corporation that was organized in 1969 with
principal executive offices at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148. Comcast also maintains a world wide web site at
http://www.comcast.com. The information posted on Comcast's web site is not
incorporated into this prospectus.
7
<PAGE>
USE OF PROCEEDS
We will use the net proceeds from the sale of the securities for our
general corporate purposes, which may include making additions to our working
capital, capital expenditures, repaying indebtedness or for any other purposes
we describe in the applicable prospectus supplement.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
For the six months ended June 30, 2000 and 1999, our earnings (as
described below) were inadequate to cover our fixed charges by $108.0 million
and $177.6 million, respectively. For the years ended December 31, 1999, 1998,
1997, 1996 and 1995, our earnings (as described below) were inadequate to cover
our fixed charges by $401.6 million, $150.0 million, $176.7 million, $48.8
million and $98.6 million, respectively. For the purpose of calculating the
ratio of earnings to fixed charges, our earnings consist of income (loss)
before extraordinary items, cumulative effect of accounting changes, minority
interest, income tax expense (benefit) and fixed charges. Fixed charges consist
of our interest expense and interest expense on notes payable to affiliates.
DESCRIPTION OF THE SENIOR DEBT SECURITIES AND
SUBORDINATED DEBT SECURITIES
Our debt securities, consisting of notes, debentures or other evidences of
indebtedness, may be issued from time to time in one or more series, in the case
of senior debt securities, under a senior indenture dated as of May 1, 1997, as
amended, between us and The Bank of New York, as trustee, and in the case of
subordinated debt securities, under a subordinated indenture between us and the
trustee we name in the prospectus supplement for such subordinated debt
securities. The senior indenture and the form of the subordinated indenture are
included as exhibits to the registration statement of which this prospectus is a
part.
Because the following is only a summary of the indentures and the debt
securities, it does not contain all information that you may find useful. For
further information about the indentures and the debt securities, you should
read the indentures.
General
The senior debt securities will constitute unsecured and unsubordinated
obligations of ours and the subordinated debt securities will constitute
unsecured and subordinated obligations of ours.
You should review the prospectus supplement for the following terms of the
debt securities being offered:
o the designation of the debt securities;
o the aggregate principal amount of the debt securities;
o the percentage of their principal amount (i.e. price) at which the
debt securities will be issued;
o the date or dates on which the debt securities will mature and the
right, if any, to extend such date or dates;
o the rate or rates, if any, per year, at which the debt securities
will bear interest, or the method of determining such rate or rates;
o the date or dates from which such interest shall accrue, the interest
payment dates on which such interest will be payable or the manner of
determination of such interest payment dates, and the record dates
for the determination of holders to whom interest is payable on any
interest payment dates;
o the right, if any, to extend the interest payment periods and the
duration of that extension;
o provisions for a sinking purchase or other analogous fund, if any;
o the period or periods, if any, within which,
8
<PAGE>
the price or prices of which, and the terms and conditions upon which
the debt securities may be redeemed, in whole or in part, at our
option or at your option;
o the form of the debt securities;
o any provisions for payment of additional amounts for taxes and any
provision for redemption, if we must pay such additional amounts in
respect of any debt security;
o the terms and conditions, if any, upon which we may have to repay the
debt securities early at your option (which option may be
conditional) and the price or prices in the currency or currency unit
in which the debt securities are payable;
o the currency, currencies or currency units for which you may purchase
the debt securities and the currency, currencies or currency units in
which principal and interest, if any, on the debt securities may be
payable;
o the terms and conditions, if any, pursuant to which the debt
securities may be converted or exchanged for the cash value of other
securities issued by us or by a third party; and
o any other terms of the debt securities, including any additional
events of default or covenants provided for with respect to the debt
securities, and any terms which may be required by or advisable under
applicable laws or regulations.
You may present debt securities for exchange and you may present
registered debt securities for transfer in the manner, at the places and
subject to the restrictions set forth in the debt securities and the prospectus
supplement. We will provide those services to you, without charge, although you
may have to pay any tax or other governmental charge payable in connection with
any exchange or transfer, as set forth in the indenture.
Debt securities will bear interest at a fixed rate or a floating rate.
Debt securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate may be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted debt securities or to certain
debt securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes will be described in the
relevant prospectus supplement.
We may issue debt securities with the principal amount payable on any
principal payment date, or the amount of interest payable on any interest
payment date, to be determined by reference to one or more currency exchange
rates, securities or baskets of securities, commodity prices or indices. You
may receive a payment of principal on any principal payment date, or a payment
of interest on any interest payment date, that is greater than or less than the
amount of principal or interest otherwise payable on such dates, depending upon
the value on such dates of the applicable currency, security or basket of
securities, commodity or index. Information as to the methods for determining
the amount of principal or interest payable on any date, the currencies,
securities or baskets of securities, commodities or indices to which the amount
payable on such date is linked and certain additional tax considerations will
be set forth in the applicable prospectus supplement.
Certain Terms of the Senior Debt Securities
Certain Covenants
Financial Information. We will file with the trustee, within 15 days after
we are required to file the same under the Securities Exchange Act, copies of
the annual reports and the information, documents and other reports to be filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act.
Consolidation, Merger and Sale of Assets. We may not consolidate with,
merge with or into, or sell, convey, transfer, lease, or otherwise dispose of
all or substantially all of our property and assets (as an entirety or
substantially as an entirety in one transaction or a series of related
transactions) to any person. However, we may consolidate with or merge with or
into or sell, convey, transfer, lease or otherwise dispose of our property and
assets to a Wholly-Owned Restricted Subsidiary (as defined in the indenture)
with a positive net worth; provided that, in connection with any merger of us
and a Wholly-Owned Restricted Subsidiary, no consideration (other than common
stock in the surviving person or of ours) shall be issued or distributed to our
stockholders or permit any person to merge with or into us unless:
o we are the continuing person, or the person (if
9
<PAGE>
other than us) formed by such consolidation or into which we are
merged or that acquired or leased our property and assets shall be a
corporation organized and validly existing under the laws of the
United States of America or any jurisdiction thereof and shall
expressly assume, by a supplemental indenture, executed and delivered
to the trustee, all of our obligations on all of the debt securities
and under the indenture;
o immediately after giving effect to such transaction, no default or
event of default shall have occurred and be continuing; and
o we deliver to the trustee an officers' certificate and opinion of
counsel, in each case stating that such consolidation, merger, or
transfer and such supplemental indenture complies with this provision
and that all conditions precedent provided for herein relating to
such transaction have been complied with; provided, however, that the
foregoing limitations shall not apply if, in the good faith
determination of our board of directors, whose determination must be
set forth in a board resolution, the principal purpose of such
transaction is to change our state of incorporation; and provided
further that any such transaction shall not have as one of its
purposes the evasion of the foregoing limitations.
Events of Default
An event of default is defined under the indenture with respect to debt
securities of any series issued under the senior indenture as being:
o our default in the payment of principal or premium on the senior debt
securities of such series when the same becomes due and payable at
maturity, upon acceleration, redemption, or otherwise;
o our default in the payment of interest on any senior debt securities
of such series when the same becomes due and payable, and such
default continues for a period of 30 days;
o our default in the performance of or we breach any of our other
covenants or agreements in the indenture with respect to the senior
debt securities of any series or under senior debt securities and
such default or breach continues for a period of 30 consecutive days
after written notice by the trustee or by the Holders (as defined in
the indenture) of 25% or more in aggregate principal amount of the
senior debt securities of such series;
o there occurs with respect to any issue or issues of our indebtedness
or any subsidiary's indebtedness (other than the senior debt
securities of such series) having an outstanding principal amount of
$50 million or more in the aggregate for all such issues of all such
persons, whether such indebtedness now exists or shall hereafter be
created:
o an event of default that has caused the holder thereof to
declare such Indebtedness to be due and payable prior to its
stated maturity; and/or
o the failure to make a principal payment at the final (but not
any interim) fixed maturity.
o any final judgment or order (not covered by insurance) for the
payment of money in excess of $50 million in the aggregate for all
such final judgments or orders (treating any deductibles,
self-insurance, or retention as not so covered) shall be rendered
against us or any of our subsidiaries and shall not be paid or
discharged, and there shall be any period of 60 consecutive days
following entry of the final judgment or order that causes the
aggregate amount for all such final judgments or orders outstanding
and not paid or discharged against us or any of our subsidiaries to
exceed $50 million during which a stay of enforcement of such final
judgment or order, by reason of a pending appeal or otherwise, shall
not be in effect;
o a court having jurisdiction enters a decree or
order for:
o relief in respect of us or any of our subsidiaries in an
involuntary case under any applicable bankruptcy, insolvency, or
other similar law now or hereafter in effect;
o appointment of a receiver, liquidator,
10
<PAGE>
assignee, custodian, trustee, sequestrator, or similar official
of us or any of our subsidiaries or for all or substantially all
of our or our subsidiaries' property and assets; or
o the winding up or liquidation of our affairs or of those of any
of our subsidiaries and, in each case, such decree or order
shall remain unstayed and in effect for a period of 60
consecutive days.
o we or any of our subsidiaries:
o commence a voluntary case under any applicable bankruptcy,
insolvency, or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary
case under any such law;
o consent to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee,
sequestrator, or similar official of ours or any of our
subsidiaries or for all or substantially all of our or our
subsidiaries' property and assets; or
o effect any general assignment for the benefit of creditors.
If an event of default (other than an event of default specified in the
last two bullet points above that occurs with respect to us) occurs with
respect to an issue of senior debt securities and is continuing under the
indenture, then, and in each and every such case, either the trustee or the
holders of not less than 25% in aggregate principal amount of such senior debt
securities then outstanding under the indenture by written notice to us (and to
the trustee if such notice is given by the holders), may, and the trustee at
the request of such holders shall, declare the principal amount of and accrued
interest, if any, on such senior debt securities to be immediately due and
payable. Upon a declaration of acceleration, such principal amount of and
accrued interest, if any, on such senior debt securities shall be immediately
due and payable. If an event of default specified in the last two bullet points
above occurs with respect to us, the principal amount of and accrued interest,
if any, on each issue of senior debt securities then outstanding shall be and
become immediately due and payable without any notice or other action on the
part of the trustee or any holder. Upon certain conditions such declarations
may be rescinded and annulled and past defaults may be waived by the holders of
a majority in aggregate principal amount of an issue of senior debt securities
that has been accelerated. Furthermore, subject to various provisions in the
senior indenture, the holders of at least a majority in aggregate principal
amount of an issue of senior debt securities by notice to the trustee, may
waive an existing default or event of default with respect to such senior debt
securities and its consequences, except a default in the payment of principal
of or interest on such senior debt securities or in respect of a covenant or
provision of the indenture which cannot be modified or amended without the
consent of the holders of each such senior debt securities. Upon any such
waiver, such default shall cease to exist, and any event of default with
respect to such senior debt securities shall be deemed to have been cured, for
every purpose of the senior indenture; but no such waiver shall extend to any
subsequent or other default or event of default or impair any right consequent
thereto. For information as to the waiver of defaults, see "--Modification and
Waiver."
The holders of at least a majority in aggregate principal amount of an
issue of senior debt securities may direct the time, method, and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to such senior debt
securities. However, the trustee may refuse to follow any direction that
conflicts with law or the senior indenture, that may involve the trustee in
personal liability, or that the trustee determines in good faith may be unduly
prejudicial to the rights of holders of such issue of senior debt securities
not joining in the giving of such direction and may take any other action it
deems proper that is not inconsistent with any such direction received from
holders of such issue of senior debt securities. A holder may not pursue any
remedy with respect to the indenture or any series of senior debt securities
unless:
o the holder gives the trustee written notice of a continuing event of
default;
o the holders of at least 25% in aggregate principal amount of such
series of senior debt securities make a written request to the
trustee to pursue the remedy;
o such holder or holders offer the trustee indemnity satisfactory to
the trustee against any costs, liability, or expense;
11
<PAGE>
o the trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; and
o during such 60-day period, the holders of a majority in aggregate
principal amount of such series of senior debt securities do not give
the trustee a direction that is inconsistent with the request.
However, such limitations do not apply to the right of any holder of a debt
security to receive payment of the principal of or interest, if any, on such
senior debt security, or to bring suit for the enforcement of any such payment,
on or after the due date expressed in the senior debt securities, which right
shall not be impaired or affected without the consent of the holder.
The senior indenture will require certain of our officers to certify, on
or before a date not more than 90 days after the end of each fiscal year, as to
their knowledge of our compliance with all conditions and covenants under the
indenture, such compliance to be determined without regard to any period of
grace or requirement of notice provided under the indenture.
Discharge and Defeasance
The senior indenture provides that, except as otherwise provided in this
paragraph, we may discharge our obligations with respect to an issue of senior
debt securities and the indenture with respect to such series of senior debt
securities if:
o all senior debt securities of such series previously authenticated
and delivered with certain exceptions, have been delivered to the
trustee for cancellation and we have paid all sums payable by it
under the indenture;
or
o the senior debt securities of such series mature within one year
or all of them are to be called for redemption within one year
under arrangements satisfactory to the trustee for giving the
notice of redemption;
o we irrevocably deposit in trust with the trustee, as trust funds
solely for the benefit of the holders of the senior debt
securities of such series, for that purpose, money or U.S.
government obligations or a combination thereof sufficient
(unless such funds consist solely of money, in the opinion of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
trustee), without consideration of any reinvestment, to pay
principal of and interest on the senior debt securities of such
series to maturity or redemption, as the case may be, and to pay
all other sums payable by it under the senior indenture; and
o we deliver to the trustee an officers' certificate and an
opinion of counsel, in each case stating that all conditions
precedent provided for in the indenture relating to the
satisfaction and discharge of the indenture with respect to the
senior debt securities of such series have been complied with.
With respect to the first bullet point, only our obligations to compensate
and indemnify the trustee and our right to recover excess money held by the
trustee under the indenture shall survive. With respect to the second bullet
point, only our obligations with respect to the issue of defeased senior debt
securities to execute and deliver such senior debt securities for
authentication, to set the terms of such senior debt securities, to maintain an
office or agency in respect of such senior debt securities, to have moneys held
for payment in trust, to register the transfer or exchange of such senior debt
securities, to deliver such senior debt securities for replacement or to be
canceled, to compensate and indemnify the trustee and to appoint a successor
trustee, and our right to recover excess money held by the trustee shall
survive until such senior debt securities are no longer outstanding.
Thereafter, only our obligations to compensate and indemnify the trustee, and
our right to recover excess money held by the trustee shall survive.
The senior indenture also provides that, except as otherwise provided in
this paragraph, we:
o will be deemed to have paid and will be discharged from any and all
obligations in respect of a series of senior debt securities, and the
provisions of the senior indenture will no longer be in effect with
respect to such senior debt securities ("legal defeasance"); and
12
<PAGE>
o may omit to comply with any term, provision or condition of the
senior indenture described above under "--Certain Covenants" and such
omission shall be deemed not to be an event of default under the
third clause of the first paragraph of "--Events of Default" with
respect to such series of senior debt securities ("covenant
defeasance");
provided that the following conditions shall have been
satisfied:
o we have irrevocably deposited in trust with the trustee as trust
funds solely for the benefit of the holders of the senior debt
securities of such series, for payment of the principal of and
interest on the senior debt securities of such series, money or
U.S. government obligations or a combination thereof sufficient
(unless such funds consist solely of money, in the opinion of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
trustee) without consideration of any reinvestment and after
payment of all federal, state and local taxes or other charges
and assessments in respect thereof payable by the trustee, to
pay and discharge the principal of and accrued interest on the
senior debt securities of such series to maturity or earlier
redemption (irrevocably provided for under arrangements
satisfactory to the trustee), as the case may be;
o such deposit will not result in a breach or violation of, or
constitute a default under, the indenture or any other material
agreement or instrument to which we are a party or by which we
are bound;
o no default or event of default with respect to the senior debt
securities of such series shall have occurred and be continuing
on the date of such deposit;
o we shall have delivered to the trustee an opinion of counsel
that (1) the holders of the senior debt securities of such
series will not recognize income, gain or loss for federal
income tax purposes as a result of our exercising our option
under this provision of the indenture and will be subject to
federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit
and defeasance had not occurred (which opinion, in the case of a
legal defeasance, shall be based upon a change in law) and (2)
the Holders of the senior debt securities of such series have a
valid security interest in the trust funds subject to no prior
liens under the Uniform Commercial Code; and
o we have delivered to the trustee an officers' certificate and an
opinion of counsel, in each case stating that all conditions
precedent provided for in the Indenture relating to the
defeasance contemplated of the senior debt securities of such
series have been complied with.
In the case of legal defeasance under the first bullet point above, the opinion
of counsel referred to in clause (1) of the fourth sub-bullet point above may
be replaced by a ruling directed to the trustee received from the Internal
Revenue Service to the same effect. Subsequent to legal defeasance under the
first bullet point above, our obligations with respect to the issue of defeased
senior debt securities to execute and deliver such senior debt securities for
authentication, to set the terms of such senior debt securities, to maintain an
office or agency in respect of such senior debt securities, to have moneys held
for payment in trust, to register the transfer or exchange of such senior debt
securities, to deliver such debt securities for replacement or to be canceled,
to compensate and indemnify the trustee and to appoint a successor trustee, and
its right to recover excess money held by the trustee shall survive until such
senior debt securities are no longer outstanding. After such senior debt
securities are no longer outstanding, in the case of legal defeasance under the
first bullet point above, only our obligations to compensate and indemnify the
trustee and our right to recover excess money held by the trustee shall
survive.
Modification and Waiver
We and the trustee may amend or supplement the senior indenture or the
senior debt securities without notice to or the consent of any holder:
13
<PAGE>
o to cure any ambiguity, defect, or inconsistency in the senior
indenture; provided that such amendments or supplements shall not
adversely affect the interests of the holders in any material
respect;
o to comply with the provisions described under "--Certain
Covenants--Consolidation, Merger and Sale of Assets";
o to comply with any requirements of the SEC in connection with the
qualification of the senior indenture under the Trust Indenture Act;
o to evidence and provide for the acceptance of appointment hereunder
by a successor trustee;
o to establish the form or forms or terms of the senior debt securities
as permitted by the senior indenture;
o to provide for uncertificated senior debt securities and to make all
appropriate changes for such purpose; and
o to make any change that does not materially and adversely affect the
rights of any holder.
Subject to certain conditions, without prior notice to any holder of an
issue of senior debt securities, modifications and amendments of the senior
indenture may be made by us and the trustee with the written consent of the
holders of a majority in principal amount of such series of senior debt
securities, and compliance by us with any provision of the indenture with
respect to such series of senior debt securities may be waived by written
notice to the trustee by the holders of a majority in principal amount of such
series of senior debt securities outstanding; provided, however, that no such
modification, amendment or waiver may, without the consent of each holder
affected thereby:
o change the stated maturity of the principal of, or any installment of
interest on, any senior debt securities of such series;
o reduce the principal amount of, or premium, if any, or interest on,
any senior debt securities of such series;
o change the place or currency of payment of principal of, or premium,
if any, or interest on, any senior debt securities of such series;
o change the provisions for calculating the optional redemption price,
including the definitions relating thereto;
o change the provisions relating to the waiver if past defaults or
change or impair the right of holders to receive payment or to
institute suit for the enforcement of any payment of any senior debt
securities of such series on or after the due date therefor;
o reduce the above-stated percentage of outstanding senior debt
securities of such series the consent of whose holders is necessary
to modify or amend or to waive certain provisions of or defaults
under the indenture;
o waive a default in the payment of principal of or interest on the
senior debt securities;
o adversely affect the rights of such holder under any mandatory
redemption or repurchase provision or any right of redemption or
repurchase at the option of such holder; or
o modify any of the provisions of this paragraph, except to increase
any required percentage or to provide that certain other provisions
cannot be modified or waived with the consent of the holder of each
senior debt security of such series affected thereby. It shall not be
necessary for the consent of the holders under this section of the
indenture to approve the particular form of any proposed amendment,
supplement, or waiver, but it shall be sufficient if such consent
approves the substance thereof. After an amendment, supplement, or
waiver under this section of the Indenture becomes effective, we must
give to the holders affected thereby a notice briefly describing the
amendment, supplement, or waiver. We will mail supplemental
indentures to holders upon request. Any failure by us to mail such
notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.
14
<PAGE>
With respect to any issue of senior debt securities, neither we nor any of
our subsidiaries will, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee, or otherwise, to any holder of
any such senior debt securities for or as an inducement to any consent, waiver,
or amendment of any of the terms or provisions of such series of senior debt
securities or the Indenture with respect to such series of senior debt
securities unless such consideration is offered to be paid or agreed to be paid
to all holders of such senior debt securities of such series that consent,
waive, or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver, or agreement.
No Personal Liability of Incorporators, Stockholders,
Officers, Directors, or Employees
The senior indenture provides that no recourse shall be had under or upon
any obligation, covenant, or agreement of ours in the indenture or any
supplemental indenture, or in any of the senior debt securities or because of
the creation of any indebtedness represented thereby, against any incorporator,
stockholder, officer, director, employee of ours or of any successor person
thereof under any law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise. Each holder, by accepting the senior debt securities, waives and
releases all such liability.
Concerning the Trustee
The senior indenture provides that, except during the continuance of a
default, the trustee will not be liable, except for the performance of such
duties as are specifically set forth in the senior indenture. If an event of
default has occurred and is continuing, the trustee will exercise such rights
and powers vested in it under the senior indenture and will use the same degree
of care and skill in its exercise as a prudent person would exercise under the
circumstances in the conduct of such person's own affairs.
Certain Terms of the Subordinated Debt Securities
Subordination
The subordinated debt securities will be subordinated and junior in right
of payment to certain other indebtedness of ours to the extent set forth in the
applicable prospectus supplement.
Certain Covenants
Limitation on Mergers and Sales of Assets
We may not consolidate with, or merge into, any corporation or convey or
transfer our properties and assets substantially as an entirety to any person
unless:
o we are the continuing person, or the person (of other than us) formed
by such consolidation or into which we are merged or that acquired
our property and assets shall be a corporation organized and validly
existing under the laws of the United States of America or any
jurisdiction thereof and shall expressly assume, by a supplemental
indenture, executed and delivered to the trustee, all of our
obligations on all of the subordinated debt securities and under the
subordinated indenture; and
o we deliver to the trustee, at the trustee's request, an opinion of
counsel stating that any consolidation, merger, conveyance or
transfer complies with this provision.
Events of Default, Waiver and Notice
The subordinated indenture provides that any one or more of the following
described events which has occurred and is continuing constitutes an "Event of
Default" with respect to each series of subordinated debt securities:
o default for 30 days in payment of any interest on the subordinated
debt securities of that series, including any additional interest in
respect thereof, when due; provided, however, that a valid extension
of the interest payment period by us shall not constitute a default
in the payment of interest for this purpose;
o default in payment of principal and premium, if any, on the
subordinated debt securities of that series when due either at
maturity, upon redemption, by declaration or otherwise; provided,
however, that a valid extension of the maturity of such subordinated
debt securities shall not constitute a default for this purpose;
o default by us in the performance of any other of the covenants or
agreements in the
15
<PAGE>
subordinated debt indenture which shall not have been remedied for a
period of 90 days after notice; or
o certain events of bankruptcy, insolvency or
reorganization relating to us.
The subordinated indenture provides that the trustee may withhold notice
to the holders of a series of subordinated debt securities (except in payment
of principal or of interest or premium on the subordinated debt securities) if
the trustee considers it in the interest of such holders to do so.
The subordinated indenture provides that, (a) if an event of default due
to the default in the payment of principal, interest or premium, if any, on any
series of subordinated debt securities shall have occurred and be continuing,
either the trustee or the holders of 25 percent in principal amount of the
subordinated debt securities of all series affected thereby then outstanding
may declare the principal and premium, of any, or interest or both, of all such
subordinated debt securities to be due and payable immediately, and (b) if an
event of default resulting from default in the performance of any other of the
covenants or agreements in the subordinated indenture or certain events of
bankruptcy, insolvency and reorganization relating to us shall have occurred
and be continuing, either the trustee or the holders of 25 percent in principal
amount of all subordinated debt securities then outstanding (treated as one
class) may declare the principal of all subordinated debt securities to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except defaults in payment of
principal of or interest or premium on the subordinated debt securities) by the
holders of a majority in principal amount of the subordinated debt securities
of such series (or of all series, as the case may be) then outstanding.
The holders of a majority in principal amount of the subordinated debt
securities of any and all series affected and then outstanding shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee under the subordinated indenture, provided that
the trustee may refuse to follow any direction that conflicts with law, that
may involve the trustee in personal liability or that the trustee determines
may be unduly prejudicial to Holders not taking part in such action. The
subordinated indenture requires us every year to file a certificate with the
trustee as to the absence of certain defaults under the subordinated debt
indenture.
Modification of the Indenture
The subordinated indenture contains provisions permitting us and the
trustee, with the consent of the holders of not less than a majority in
principal amount of the subordinated debt securities of all series affected by
such modification at the time outstanding, to modify the subordinated indenture
or any supplemental indenture or the rights of the holders of the subordinated
debt securities; provided that no such modification shall (i) extend the fixed
maturity of any subordinated debt security, or reduce the principal amount
thereof or any premium thereon (including in the case of a discounted
subordinated debt security the amount payable thereon in the event of
acceleration or the amount provable in bankruptcy) or any redemption amount
thereon, or reduce the rate or extend the time of payment of interest thereon,
or make the principal of, or interest or premium on, the subordinated debt
securities payable in any coin or currency other than that provided in the
subordinated debt securities, or impair or affect the right of any holder of
subordinated debt securities to institute suit for the payment thereof or the
right of prepayment, if any, at the option of the holder, without the consent
of the holder of each subordinated debt security so affected, or (ii) reduce
the aforesaid percentage of subordinated debt securities the consent of the
holders of which is required for any such modification without the consent of
the holders of each subordinated debt security affected.
Discharge and Defeasance
The subordinated indenture provides that, except as otherwise provided in
this paragraph, we may discharge our obligations with respect to an issue of
subordinated debt securities and the subordinated indenture with respect to
such series of subordinated debt securities if:
o all subordinated debt securities of such series previously
authenticated and delivered with certain exceptions, have been
delivered to the trustee for cancellation and we have paid all sums
payable by us under the indenture;
or
o the subordinated debt securities of such series have matured or
will mature within one year or all of them are to be called for
redemption within one year under arrangements satisfactory to
the trustee for giving the notice of
16
<PAGE>
redemption;
o we irrevocably deposit in trust with the trustee, as trust funds
solely for the benefit of the holders of the subordinated debt
securities of such series, funds sufficient to pay at maturity
or upon redemption all of the outstanding subordinated debt
securities, including principal and premium, if any, and
interest due or to become due at maturity or redemption, and all
other sums payable by us under the senior indenture; and
o we deliver to the trustee an officers' certificate and an
opinion of counsel, in each case stating that all conditions
precedent provided for in the indenture relating to the
satisfaction and discharge of the indenture with respect to the
subordinated debt securities of such series have been complied
with.
With respect to the first bullet point, only our obligations to compensate
and indemnify the trustee and our right to recover excess money held by the
trustee under the subordinated indenture shall survive. With respect to the
second bullet point, only our obligations with respect to the issue of
subordinated debt securities to execute and deliver such subordinated debt
securities for authentication, to set the terms of such subordinated debt
securities, to maintain an office or agency in respect of such subordinated
debt securities, to have moneys held for payment in trust, to register the
transfer or exchange of such subordinated debt securities, to deliver such
subordinated debt securities for replacement or to be canceled, to compensate
and indemnify the trustee and to appoint a successor trustee, and our right to
recover excess money held by the trustee shall survive until such subordinated
debt securities are no longer outstanding. Thereafter, only our obligations to
compensate and indemnify the trustee, and our right to recover excess money
held by the trustee shall survive.
The subordinated indenture also provides that, except as otherwise
provided in this paragraph, we
o will be deemed to have paid and will be discharged from the entire
indebtedness and all obligations in respect of a series of
subordinated debt securities, and the provisions of the subordinated
indenture will no longer be in effect with respect to such debt
securities ("legal defeasance"); and
o may omit to comply with any term, provision or condition of the
subordinated indenture described above under "--Certain Covenants"
and such omission shall be deemed not to be an event of default under
the third clause of the first paragraph of "--Events of Default" with
respect to such series of subordinated debt securities ("covenant
defeasance");
provided that the following conditions shall have been satisfied:
o we have irrevocably deposited in trust with the trustee as trust
funds solely for the benefit of the holders of the subordinated
debt securities of such series, for payment of the principal of
and interest on the subordinated debt securities of such series,
money or U.S. government obligations or a combination thereof
sufficient (unless such funds consist solely of money, in the
opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof
delivered to the trustee and the defeasance agent, if any), to
pay and discharge the principal of and interest and premium on,
if any, the outstanding subordinated debt securities of such
series to maturity or earlier redemption, as the case may be;
o no event of default or event which with notice or lapse of time
would become an event of default with respect to the
subordinated debt securities of such series shall have occurred
and be continuing on the date of such deposit;
o we shall have delivered to the trustee and the defeasance agent,
if any, an opinion of counsel to the effect that the holders of
the subordinated debt securities of such series will not
recognize income, gain or loss for federal income tax purposes
as a result of our exercising our option under this provision of
the subordinated indenture and will be subject to federal income
tax on the
17
<PAGE>
same amount and in the same manner and at the same times as
would have been the case if such option had not been exercised;
and
o if the subordinated debt securities are listed on a national
securities exchange, we will deliver to the trustee and
defeasance agent, if any, an opinion of counsel to the effect
that the exercise of the option would not cause such
subordinated debt securities to be delisted from such exchange.
In the case of legal defeasance under the first bullet point above, the opinion
of counsel referred to in clause (1) of the fourth sub-bullet point above shall
be accompanied by a ruling directed to the trustee received from the Internal
Revenue Service to the same effect. Subsequent to legal defeasance under the
first bullet point above, (1) the holders of the subordinated debt securities
will have an enforceable right to continue to receive from the trust fund
payment of principal of and interest and premium, if any, on the subordinated
debt securities when such payments are due; (2) we will continue to be
obligated to exchange and register transferred securities, and replace
mutilated, destroyed, lost or stolen securities; (3) we will have a right to
recover excess money held by the trust and (4) the trustee will continue to
have the rights, powers, duties and immunities enumerated in the subordinated
indenture.
Governing Law
The subordinated indenture and the subordinated debt securities will be
governed by, and construed in accordance with, the internal laws of the State
of New York.
The Trustee
We may have normal banking relationships with the trustee under the
subordinated indenture in the ordinary course of business.
DESCRIPTION OF DEBT WARRANTS
We may issue warrants for the purchase of debt securities on terms to be
determined at the time of sale. We may offer debt warrants separately or
together with one or more additional debt warrants or debt securities or any
combination thereof in the form of debt units, as set forth in the applicable
prospectus supplement. If we issue debt warrants as part of a debt unit, the
applicable prospectus supplement will specify whether such debt warrants may be
separated from the other securities in such debt unit prior to the debt
warrants' expiration date.
We will issue the offered debt warrants under one or more warrant
agreements to be entered into between us and a bank or trust company, as
warrant agent, and may be issued in one or more series, all as shall be set
forth in the prospectus supplement relating thereto. Because the following is
only a summary of the warrant agreements and the debt warrants, it does not
contain all information that you may find useful. For further information about
the warrant agreements and the debt warrants, you should read the warrant
agreements.
General
You should look in the applicable prospectus supplement for the following
terms of the offered debt warrants:
o the specific designation and aggregate number of and the price at
which the offered debt warrants will be issued;
o the designation, aggregate principal amount, currency or composite
currency and terms of the debt securities that may be purchased upon
exercise of the offered debt warrants;
o if applicable, the designation and terms of the debt securities with
which the offered debt warrants are issued and the number of the
offered debt warrants issued with each of such debt securities;
o whether the offered debt warrants are to be sold separately or with
other offered securities as part of debt units, if applicable, the
date on and after which the offered debt warrants and such offered
securities will be separately transferable;
18
<PAGE>
o the principal amount of debt securities purchasable upon exercise of
each offered debt warrant, the price at which and the currency or
composite currency in which such principal amount of debt securities
may be purchased upon such exercise and the method of such exercise;
o the currency or composite currency for which the offered warrants may
be purchased;
o the date on which the right to exercise the offered debt warrants
shall commence and the date on which such right shall expire or, if
the offered debt warrants are not continuously exercisable throughout
such period, the specific date or dates on which they will be
exercisable;
o whether any offered debt warrants will be issued in global or
definitive form or both;
o any applicable United States federal income tax consequences;
o the identity of the warrant agent in respect of the offered debt
warrants;
o the proposed listing, if any, of the offered debt warrants or the
securities purchasable upon exercise thereof on any securities
exchange; and
o any other terms of the offered debt warrants.
Warrants of each series will be evidenced by warrant certificates in
registered form, which may be global warrants or definitive warrants, as
specified in the applicable prospectus supplement. See "Global Securities"
below.
At the option of the holder upon request confirmed in writing, and subject
to the terms of the applicable warrant agreement, Warrants in definitive form
may be presented for exchange and for registration of transfer (with the form
of transfer endorsed thereon duly executed) at the corporate trust office of
the warrant agent for such series of debt warrants (or any other office
indicated in the prospectus supplement relating to such series of debt
warrants) without service charge and upon payment of any taxes and other
governmental charges as described in such warrant agreement. Such transfer or
exchange will be effected only if the warrant agent for such series of debt
warrants is satisfied with the documents of title and identity of the person
making the request.
Modifications
Each warrant agreement and the terms of the debt warrants may be amended
by us and the warrant agent, without the consent of the holders, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective or inconsistent provision therein or in any other manner which we may
deem necessary or desirable and which will not adversely affect the interests
of the affected holders in any material respect.
We and any warrant agent may also modify or amend each warrant agreement
and the terms of the debt warrants issued thereunder, with the consent of the
owners of not less than a majority in number of the then outstanding
unexercised debt warrants affected, provided that no such modification or
amendment that changes the exercise price of the debt warrants, reduces the
amount receivable upon exercise, cancellation or expiration, shortens the
period of time during which the debt warrants may be exercised or otherwise
materially and adversely affects the rights of the owners of the debt warrants
or reduces the percentage of outstanding debt warrants, the consent of whose
owners is required for modification or amendment of the applicable warrant
agreement or the terms of the debt warrants issued thereunder, may be made
without the consent of the owners affected thereby.
Merger, Consolidation, Sale or Other Disposition
If at any time we merge or consolidate with another entity or transfer
substantially all of our assets as permitted under the applicable warrant
agreement, the successor corporation thereunder shall succeed to and assume all
of our obligations under such warrant agreement and the warrant certificates.
We would then be relieved of any further obligation under such warrant
agreement and debt warrants.
Enforceability of Rights of Warrantholders;
Governing Law
Only holders of warrant certificates may enforce their right to exercise
the debt warrants evidenced by such warrant certificates, in the manner
provided therein and in the applicable warrant agreement. The debt warrants and
each warrant agreement will be governed by, and construed in accordance with,
the laws of the State of New York.
19
<PAGE>
The Debt Warrants are Unsecured Obligations
The debt warrants will be unsecured and unsubordinated obligations of ours
and will rank equally with our other unsecured contractual obligations and with
our unsecured and unsubordinated debt.
DESCRIPTION OF DEBT UNITS
As specified in the applicable prospectus supplement, debt units will
consist of one or more debt warrants, debt securities or any combination
thereof. Reference is made to the applicable prospectus supplement for:
o all terms of the debt units and of the debt warrants, debt securities
or any combination thereof, comprising the debt units, including
whether and under what circumstances the securities comprising the
debt units may or may not be traded separately;
o a description of the terms of any debt unit agreement governing the
debt units; and
o a description of the provisions for the payment, settlement, transfer
or exchange of the debt units.
GLOBAL SECURITIES
We may issue the debt securities, debt warrants and debt units of any
series in the form of one or more fully registered global securities that will
be deposited with a depositary or with a nominee for a depositary identified in
the prospectus supplement relating to such series and registered in the name of
the depositary or its nominee. In that case, one or more global securities will
be issued in a denomination or aggregate denominations equal to the portion of
the aggregate principal or face amount of outstanding registered securities of
the series to be represented by such global securities. Unless and until the
depositary exchanges a global security in whole for securities in definitive
registered form, the global security may not be transferred except as a whole
by the depositary to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any of its nominees to a successor of the depositary or a nominee
of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of securities to be represented by a global security will
be described in the prospectus supplement relating to such series. We
anticipate that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for such global security
("participants") or persons that may hold interests through participants. Upon
the issuance of a global security, the depositary for such global security will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal or face amounts of the securities
represented by such global security beneficially owned by such participants.
The accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such securities. Ownership of
beneficial interests in such global security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained
by the depositary for such global security with respect to interests of
participants and on the records of participants with respect to interests of
persons holding through participants. The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in global securities.
So long as the depositary for a global security, or its nominee, is the
registered owner of such global security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the securities
represented by such global security for all purposes under the applicable
indenture, warrant agreement or debt unit agreement. Except as set forth below,
owners of beneficial interests in a global security will not be entitled to
have the securities represented by such global security registered in their
names, will not
20
<PAGE>
receive or be entitled to receive physical delivery of such securities in
definitive form and will not be considered the owners or holders thereof under
the applicable indenture, warrant agreement or debt unit agreement.
Accordingly, each person owning a beneficial interest in a global security must
rely on the procedures of the depositary for such global security and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
applicable indenture, warrant agreement or debt unit agreement. We understand
that under existing industry practices, if we request any action of holders or
if an owner of a beneficial interest in a global security desires to give or
take any action which a holder is entitled to give or take under the applicable
indenture, warrant agreement or debt unit agreement, the depositary for such
global security would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
holding through them.
Principal, premium, if any, and interest payments on debt securities, and
any payments to holders with respect to debt warrants or debt units,
represented by a global security registered in the name of a depositary or its
nominee will be made to such depositary or its nominee, as the case may be, as
the registered owner of such global security. None of us, the trustees, the
warrant agents, the debt unit agents or any of our other agents, agent of the
trustees or agent of the warrant agents or debt unit agents will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
We expect that the depositary for any securities represented by a global
security, upon receipt of any payment of principal, premium, interest or other
distribution of underlying securities or commodities to holders in respect of
such global security, will immediately credit participants' accounts in amounts
proportionate to their respective beneficial interests in such global security
as shown on the records of such depositary. We also expect that payments by
participants to owners of beneficial interests in such global security held
through such participants will be governed by standing customer instructions
and customary practices, as is now the case with the securities held for the
accounts of customers in bearer form or registered in "street name," and will
be the responsibility of such participants.
If the depositary for any securities represented by a global security is
at any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Exchange Act, and we do not appoint a
successor depositary registered as a clearing agency under the Exchange Act
within 90 days, we will issue such securities in definitive form in exchange
for such global security. In addition, we may at any time and in our sole
discretion determine not to have any of the securities of a series represented
by one or more global securities and, in such event, will issue securities of
such series in definitive form in exchange for all of the global security or
securities representing such securities. Any securities issued in definitive
form in exchange for a global security will be registered in such name or names
as the depositary shall instruct the relevant trustee, warrant agent or other
relevant agent of ours. We expect that such instructions will be based upon
directions received by the depositary from participants with respect to
ownership of beneficial interests in such global security.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby in four ways:
o directly to purchasers;
o through agents;
o through underwriters; and
o through dealers.
We may directly solicit offers to purchase securities, or we may designate
agents to solicit such offers. We will, in the prospectus supplement relating
to such offering, name any agent that could be viewed as an underwriter under
the Securities Act and describe any commissions we must pay. Any such agent
will be acting on a best efforts basis for the period of its appointment or, if
indicated in the applicable prospectus supplement, on a firm commitment basis.
Agents, dealers and underwriters may be customers of, engage
21
<PAGE>
in transactions with, or perform services for us in the ordinary course of
business.
If any underwriters are utilized in the sale of the securities in respect
of which this prospectus is delivered, we will enter into an underwriting
agreement with them at the time of sale to them and we will set forth in the
prospectus supplement relating to such offering their names and the terms of
our agreement with them.
If a dealer is utilized in the sale of the securities in respect of which
the prospectus is delivered, we will sell such securities to the dealer, as
principal. The dealer may then resell these securities to the public at varying
prices to be determined by the dealer at the time of resale.
Remarketing firms, agents, underwriters and dealers may be entitled under
agreements which they may enter into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for us in
the ordinary course of business.
If we so indicate in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by certain purchasers to purchase
offered debt securities or offered debt warrants or debt units, as the case may
be, from us at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject to only those
conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for solicitation of such
offers.
In order to facilitate the offering of the securities, any underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the securities or any other securities the prices of which may be used
to determine payments on such securities. Specifically, any underwriters may
overallot in connection with the offering, creating a short position for their
own accounts. In addition, to cover overallotments or to stabilize the price of
the securities or of any such other securities, the underwriters may bid for,
and purchase, the securities or any such other securities in the open market.
Finally, in any offering of the securities through a syndicate of underwriters,
the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the securities in the offering if the
syndicate repurchases previously distributed securities in transactions to
cover syndicate short positions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the
securities above independent market levels. Any such underwriters are not
required to engage in these activities, and may end any of these activities at
any time.
Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
LEGAL MATTERS
Davis Polk & Wardwell will pass upon the validity of the securities on our
behalf, although we may use other counsel (including in-house counsel) to do
so.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this prospectus by reference from
our Annual Report on Form 10-K for the year ended December 31, 1999 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements of Jones Intercable, Inc., as of
December 31, 1999 and for the year ended December 31, 1999 have been audited by
Arthur Andersen LLP, independent certified public accountants, as stated in
their report, which is included as an exhibit to our Annual Report on Form 10-K
for the fiscal year ended December 31, 1999 and incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing.
22
<PAGE>
AVAILABLE INFORMATION
We have filed this prospectus as part of a registration statement on Form
S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. In particular, the
registration statement includes as exhibits copies of our senior indenture, a
form of the subordinated indenture and a form of debt unit agreement. Our
descriptions in this prospectus of the provisions of documents filed as an
exhibit to the registration statement or otherwise filed with the SEC are only
summaries of the documents' material terms. If you want a complete description
of the content of the documents, you should obtain the documents yourself by
following the procedures described below.
You may also wish to refer to the periodic reports filed with the SEC of
Comcast JOIN Holdings, Inc. (successor by merger to Jones Intercable, Inc.) and
of Comcast LCI Holdings, Inc. (successor by merger to Lenfest Communications,
Inc.), including each of their Annual Reports on Form 10-K for the year ended
December 31, 1999 and their Quarterly Reports on Form 10-Q for the fiscal
quarter ended March 31, 2000. In addition, you may wish to refer to the Comcast
JOIN Holdings Current Reports on Form 8-K filed on February 29, 2000 and March
3, 2000, respectively, and to the Comcast LCI Holdings Current Report on Form
8-K filed on January 21, 2000.
We file annual, quarterly and current reports and other information with
the SEC. You may read and copy any document we file at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549, at
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661 and at Seven
World Trade Center, 13th Floor, New York, New York 10048. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. You
may also read our SEC filings, including the complete registration statement
and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information that we
file with them, which means that we can disclose important information to you
by referring you directly to those documents. The information incorporated by
reference is considered to be part of this prospectus. In addition, information
that we file with the SEC in the future will automatically update and supersede
information contained in this prospectus and the applicable prospectus
supplement. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until we sell all of the securities we are
offering:
o Our Annual Report on Form 10-K for the year ended December 31, 1999;
o Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2000 and June 30, 2000; and
o Our Current Reports on Form 8-K filed on January 4, 2000, March 3,
2000 and September 27, 2000, respectively.
As a result of the transactions completed in August 2000, including the
mergers of Comcast LCI Holdings and Comcast JOIN Holdings into us, Comcast's
acquisition and contribution of Prime Communications, LLC to us, and Comcast's
assignment of its intercompany management and programming agreements with our
subsidiaries to us, our consolidated financial statements as of September 30,
2000 and for the nine months then ended that will be will included in our
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000
will be significantly different from our consolidated financial statements
included in our Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2000. You may wish to refer to our Current Report on Form 8-K filed on
September 27, 2000 which includes our pro forma financial statements as of and
for the six months ended June 30, 2000 and for the year ended December 31,
1999, giving effect to the mergers of Comcast LCI Holdings and Comcast JOIN
23
<PAGE>
Holdings into us. See "Comcast Cable Communications, Inc.--Recent
Developments."
We will provide free copies of any of those documents, if you write or
telephone us at: 1500 Market Street, Philadelphia, PA 19102, (215) 665-1700.
* * * * *
You should rely only on the information contained in this prospectus, in
the prospectus supplement and in material we file with the Securities and
Exchange Commission. We have not authorized anyone to provide you with
information that is different. We are offering to sell, and seeking offers to
buy, the securities described in the prospectus only where offers and sales are
permitted. The information contained in this prospectus, the prospectus
supplement and our filings with the SEC is accurate only as of its date,
regardless of the time of delivery of this prospectus and the prospectus
supplement or of any sale of the securities.
24
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The estimated expenses payable in connection with the offering described
in this Registration Statement (other than underwriting discounts and
commissions) are set forth below. All amounts shown are estimates, except the
SEC registration fee.
SEC registration fee................................................ $ 1,056,000
Printing and engraving expenses..................................... 100,000
Accounting fees and expenses........................................ 25,000
Legal fees and expenses............................................. 100,000
Miscellaneous....................................................... 19,000
-----------
Total............................................................ $ 1,300,000
===========
ITEM 15. Indemnification of Directors and Officers
The Company is a corporation organized under the General Corporation Law
of the State of Delaware.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification may be
made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine that despite the adjudication of liability but in view
of all the circumstances of the case such person is fairly and reasonably
entitled to indemnify for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) or (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification or advancement of expenses provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and empowers the corporation to purchase
and maintain insurance on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by him
in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities
under Section 145.
II-1
<PAGE>
Section 7-1 of the Company's By-Laws provides that the Company will
indemnify any director or officer of the Company or any director or officer who
is or was serving at the request of the Company as a director, officer,
employee or agent of another Company, partnership, joint venture, trust or
other enterprise (any such person is hereinafter referred to as a "director or
officer") against expenses (including, but not limited to, attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by such director or officer, to the fullest extent now or hereafter
permitted by law in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), brought or threatened to be brought against
such director or officer by reason of the fact that he or she is or was serving
in any such capacity or in any other capacity on behalf of the Company, its
parent or any of its subsidiaries.
Section 7-2 of the Company's By-Laws provides that expenses incurred by
any director or officer in defending a Proceeding will be paid by the Company
in advance of the final disposition of such Proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking, by or
on behalf of such director or officer, to repay such amount without interest if
it is ultimately determined that he or she is not entitled to be indemnified by
the Company as authorized by law.
Section 7-4 of the Company's By-Laws provides that the Company may
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the Company against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the Company would have the power to
indemnify him or her against such liability under law.
ITEM 16. Exhibits
<TABLE>
<S> <C>
1.1* Form of Underwriting Agreement.
4.1 Senior Debt Securities Indenture dated as of May 1, 1997, between
Comcast Cable Communications, Inc. and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1(a) to the
Registration Statement on Form S-4 of the Company (File No.
333-30745)).
4.2 Form of Subordinated Debt Securities Indenture (incorporated by
reference to Exhibit 4.2 to the Registration Statement on
Form S-3 of the Company (File No. 333-66649)).
4.3 Form of Senior Debt Security.
4.4** Form of Subordinated Debt Security.
4.5 Form of Debt Unit Agreement (incorporated by reference to
Exhibit 4.16 to the Registration Statement on Form S-3 of the
Company (File No. 333-66649)).
4.6 Form of Debt Warrant Agreement for Warrants Sold Alone
(incorporated by reference to Exhibit 4.17 to the Registration
Statement on Form S-3 of the Company (File No. 333-66649)).
4.7 Form of Debt Warrant for Warrants Sold Alone (included in
Exhibit 4.6).
4.8 Form of Debt Warrant Agreement for Warrants Sold Attached to
Debt Securities (incorporated by reference to Exhibit 4.19 to
the Registration Statement on Form S-3 of the Company
(File No. 333-66649)).
4.9 Form of Debt Warrant for Warrants Sold Attached to Debt
Securities (included in Exhibit 4.8).
5.1* Opinion of Davis Polk & Wardwell.
12.1 Statement re: Computation of Ratios of Earnings to Fixed Charges.
II-2
<PAGE>
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature pages hereto).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee under the Senior Debt Securities
Indenture.
25.2** Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee under the Subordinated Debt
Securities Indenture.
</TABLE>
-------------------
* To be filed by amendment.
** To be filed with subsequent Current Report on Form 8-K.
ITEM 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act"); (ii) To reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement; (iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement:
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Companies annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a
II-3
<PAGE>
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned Registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Comcast Cable
Communications, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Wilmington and State
of Delaware on September 27, 2000.
COMCAST CABLE COMMUNICATIONS, INC.
By: /s/ William E. Dordelman
-------------------------------
William E. Dordelman
Vice President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ralph J. Roberts, Brian L. Roberts,
Julian A. Brodsky, Lawrence S. Smith, John R. Alchin, Stanley L. Wang, Lawrence
J. Salva and Arthur R. Block and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), as well as any related registration
statement for amendment thereto) filed pursuant to Rule 462 promulgated under
the Securities Act of 1933, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts each of
which shall be deemed an original, but which taken together shall constitute
one instrument.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ------ ----
/s/ Ralph J. Roberts Chairman September 27, 2000
----------------------------
Ralph J. Roberts
/s/ Julian A. Brodsky Vice Chairman September 27, 2000
----------------------------
Julian A. Brodsky
/s/ Brian L. Roberts Vice Chairman; Director September 27, 2000
---------------------------- (Principal Executive
Brian L. Roberts Officer)
/s/ Lawrence S. Smith Executive Vice President; September 27, 2000
---------------------------- Director
Lawrence S. Smith
/s/ John R. Alchin Executive Vice President September 27, 2000
---------------------------- and Treasurer
John R. Alchin (Principal Financial Officer)
/s/ Stanley L. Wang Executive Vice President September 27, 2000
---------------------------- and Secretary; Director
Stanley L. Wang
/s/ Lawrence J. Salva Senior Vice President September 27, 2000
---------------------------- (Principal Accounting Officer)
Lawrence J. Salva
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
1.1* Form of Underwriting Agreement.
4.1 Senior Debt Securities Indenture dated as of May 1, 1997, between
Comcast Cable Communications, Inc. and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1(a) to the
Registration Statement on Form S-4 of the Company (File No.
333-30745)).
4.2 Form of Subordinated Debt Securities Indenture (incorporated by
reference to Exhibit 4.2 to the Registration Statement on
Form S-3 of the Company (File No. 333-66649)).
4.3 Form of Senior Debt Security.
4.4** Form of Subordinated Debt Security.
4.5 Form of Debt Unit Agreement (incorporated by reference to
Exhibit 4.16 to the Registration Statement on Form S-3 of the
Company (File No. 333-66649)).
4.6 Form of Debt Warrant Agreement for Warrants Sold Alone
(incorporated by reference to Exhibit 4.17 to the Registration
Statement on Form S-3 of the Company (File No. 333-66649)).
4.7 Form of Debt Warrant for Warrants Sold Alone (included in
Exhibit 4.6).
4.8 Form of Debt Warrant Agreement for Warrants Sold Attached to
Debt Securities (incorporated by reference to Exhibit 4.19 to
the Registration Statement on Form S-3 of the Company
(File No. 333-66649)).
4.9 Form of Debt Warrant for Warrants Sold Attached to Debt
Securities (included in Exhibit 4.8).
5.1* Opinion of Davis Polk & Wardwell.
12.1 Statement re: Computation of Ratios of Earnings to Fixed Charges.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature pages hereto).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee under the Senior Debt Securities
Indenture.
25.2** Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee under the Subordinated Debt
Securities Indenture.
</TABLE>
-------------------
* To be filed by amendment.
** To be filed with subsequent Current Report on Form 8-K.
