<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 12, 2000)
$1,500,000,000
[LOGO]
COMCAST CABLE COMMUNICATIONS, INC.
$500,000,000 6.375% SENIOR NOTES DUE JANUARY 30, 2006
$1,000,000,000 6.75% SENIOR NOTES DUE JANUARY 30, 2011
--------------
We will pay interest on the notes on January 30 and July 30 of each year. We
will make the first payment on July 30, 2001. The notes will be issued only in
denominations of $1,000 and multiples of $1,000. We may, at our option, redeem
the 6.75% notes due 2011 in whole or in part prior to maturity at the redemption
prices described in this prospectus supplement.
The senior notes will be unsecured and will rank equally with all of our
other unsecured and unsubordinated debt and other obligations.
INVESTING IN THE NOTES INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS.
-----------------
<TABLE>
<CAPTION>
PER 6.375% PER 6.75%
NOTE DUE 2006 TOTAL NOTE DUE 2011 TOTAL
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Public offering price (1)..................... 99.737% $498,685,000 99.235% $992,350,000
Underwriting discount......................... .6% $3,000,000 .65% $6,500,000
Proceeds, before expenses,
to Comcast Cable............................ 99.137% $495,685,000 98.585% $985,850,000
</TABLE>
(1) Plus accrued interest from January 16, 2001, if settlement occurs after
that date.
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about January 16, 2001.
-------------------
JOINT BOOK-RUNNING MANAGERS
MERRILL LYNCH & CO. SALOMON SMITH BARNEY
------------
BANC OF AMERICA SECURITIES LLC GOLDMAN, SACHS & CO.
JP MORGAN MORGAN STANLEY DEAN WITTER
<TABLE>
<S> <C> <C>
BNY CAPITAL MARKETS, INC. BARCLAYS CAPITAL CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANC ALEX. BROWN FIRST UNION SECURITIES, INC. FLEET SECURITIES, INC.
LEHMAN BROTHERS SCOTIA CAPITAL SUNTRUST EQUITABLE SECURITIES
</TABLE>
-------------------
The date of this prospectus supplement is January 10, 2001.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
The Offering................................................................................................ S-3
Use of Proceeds............................................................................................. S-4
Consolidated Ratio of Earnings to Fixed Charges............................................................. S-4
Description of the Senior Notes............................................................................. S-4
Underwriting................................................................................................ S-11
Legal Matters............................................................................................... S-12
<CAPTION>
Prospectus
<S> <C>
Risk Factors................................................................................................ 3
Special Note Regarding Forward-Looking Statements........................................................... 5
Comcast Cable Communications, Inc........................................................................... 6
Use of Proceeds............................................................................................. 8
Consolidated Ratio of Earnings to Fixed Charges............................................................. 8
Description of the Senior Debt Securities and Subordinated Debt Securities.................................. 9
Description of Debt Warrants................................................................................ 20
Description of Debt Units................................................................................... 21
Global Securities........................................................................................... 22
Plan of Distribution........................................................................................ 23
Legal Matters............................................................................................... 24
Experts..................................................................................................... 24
Available Information....................................................................................... 25
Incorporation of Certain Documents by Reference............................................................. 26
</TABLE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU
WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND THE
UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT
THE INFORMATION APPEARING IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING
PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE IS ACCURATE ONLY AS OF
THEIR RESPECTIVE DATES. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS
AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
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THE OFFERING
<TABLE>
<S> <C>
ISSUER.......................... Comcast Cable Communications, Inc.
NOTES OFFERED................... $500,000,000 of 6.375% senior notes due January 30, 2006
and $1,000,000,000 of 6.75% senior notes due January 30,
2011.
MATURITY........................ The 6.375% notes will mature on January 30, 2006. The
6.75% notes will mature on January 30, 2011.
INTEREST PAYMENT DATES.......... January 30 and July 30, beginning July 30, 2001.
REDEMPTION...................... We may not redeem the 6.375% notes prior to maturity. We
may redeem the 6.75% notes at our option at any time, in
whole or in part, in exchange for payment to you of a
makewhole amount. See "Description of the
Notes--Redemption at Our Option" for a description of the
calculation of the amount you will receive upon a
redemption of your 6.75% notes. We are not required to
establish a sinking fund to retire the notes prior to
maturity.
RANKING......................... Both series of notes are unsecured and unsubordinated and
will rank equally with all our other unsecured and
unsubordinated indebtedness and other obligations.
COVENANTS....................... The indenture for both series of notes will generally
limit our ability and the ability of certain of our
subsidiaries to create liens or enter into sale and
leaseback transactions and our ability to enter into
mergers, consolidations, or sales of all or substantially
all of our assets. These covenants are subject to a number
of important qualifications and limitations.
USE OF PROCEEDS................. We will use substantially all of the estimated
$1,481,535,000 in net proceeds from this offering to repay
a portion of our outstanding bank debt and commercial
paper, as well as for general corporate purposes. See "Use
of Proceeds."
</TABLE>
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<PAGE>
USE OF PROCEEDS
We estimate the net proceeds to us from the offering to be $1,481,535,000.
We intend to use substantially all of the net proceeds from the offering to
repay a portion of our outstanding bank debt and commercial paper, as well as
for general corporate purposes.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
For the nine months ended September 30, 2000 and 1999, our earnings (as
described below) were inadequate to cover our fixed charges by $863.7 million
and $272.4 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 NOTES
We will issue each series of notes under the senior indenture, dated as of
May 1, 1997, as amended, between Comcast Cable and The Bank of New York (as
successor in interest to Bank of Montreal Trust Company), as trustee. The notes
constitute senior debt securities, as described in the accompanying prospectus
and will contain all of the terms described in the accompanying prospectus under
the heading "Description of the Senior Debt Securities and Subordinated Debt
Securities--Certain Terms of the Senior Debt Securities." The notes will also
contain the additional covenants described below.
GENERAL
The indenture provides for issuance from time to time of debentures, notes
(including the notes issued in this offering) or other evidences of indebtedness
of Comcast Cable in an unlimited amount. Additional securities may be issued
under the indenture from time to time.
The notes will be unsecured and unsubordinated and will rank equally with
all of our other unsecured and unsubordinated indebtedness and other
obligations.
Interest on the notes accrues at the rate of 6.375% per year for the notes
due January 30, 2006 and 6.75% per year for the notes due January 30, 2011.
Interest will accrue from January 16, 2001 or from the most recent interest
payment date to which interest has been paid or provided for. Interest is
payable twice a year to holders of record at the close of business on the
January 15 or July 15 immediately preceding the interest payment date. Interest
payment dates will be January 30 and July 30 of each year beginning on July 30,
2001. The 6.375% notes will mature on January 30, 2006 and the 6.75% notes will
mature on January 30, 2011.
The notes will be issued only in registered form in denominations of $1,000
and multiples thereof.
REDEMPTION AT OUR OPTION
The 6.375% notes due 2006 are not redeemable. The 6.75% notes due 2011 will
be redeemable as a whole or in part, at our option at any time, at a redemption
price equal to the greater of (i) 100% of the principal amount of the notes
being redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points, plus, in each case, accrued interest thereon to the
date of redemption.
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<PAGE>
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated (on a
day count basis) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes being
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the trustee after consultation with Comcast Cable.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Smith Barney Inc., their respective successors, and
three other primary U.S. Government securities dealers in The City of New York
(a "Primary Treasury Dealer"), selected by Comcast Cable. If any Reference
Treasury Dealer shall cease to be a Primary Treasury Dealer, we will substitute
another Primary Treasury Dealer for that dealer.
We will mail notice of any redemption at least 30 days but not more than
60 days before the redemption date to each holder of notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the notes or portions thereof
called for redemption.
We may from time to time without notice to, or the consent of, the holders
of a series of senior securities, create and issue further senior securities of
the same series, equal in rank to the senior securities in all respects (or in
all respects except for the payment of interest accruing prior to the issue date
of the new securities or except for the payment of interest accruing prior to
the issue date of the new securities or except for the first payment of interest
following the issue date of the new securities) so that the new securities may
be consolidated and form a single series with the relevant series of senior
securities and have the same terms as to status, redemption or otherwise as the
relevant series of senior securities. In the event that we issue additional
senior securities of the same series, we will prepare a new offering memorandum
or prospectus.
ADDITIONAL COVENANTS
LIMITATION ON LIENS SECURING INDEBTEDNESS
We shall not, and we shall not permit any Restricted Subsidiary to, create,
incur or assume any Lien (other than any Permitted Lien) on Restricted Property
to secure the payment of Indebtedness of Comcast Cable or any Subsidiary if
immediately after the creation, incurrence or assumption of such Lien, the
aggregate outstanding principal amount of all Indebtedness of Comcast Cable and
the Subsidiaries that is secured by Liens (other than Permitted Liens) on
Restricted Property (other than (x) Indebtedness that is so secured equally and
ratably with (or on a basis subordinated to) the notes and (y) the notes), plus
the aggregate amount of all Attributable Debt of Comcast Cable and the
Restricted Subsidiaries with
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<PAGE>
respect to all Sale and Leaseback Transactions outstanding at such time (other
than Sale and Leaseback Transactions permitted by the second paragraph under
"--Limitation on Sale and Leaseback Transactions"), would exceed four times
Annualized Cash Flow, unless we secure the outstanding notes equally and ratably
with (or prior to) all Indebtedness secured by such Lien, so long as such
Indebtedness shall be so secured.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
We shall not, and we shall not permit any Restricted Subsidiary to, enter
into any Sale and Leaseback Transaction involving any Principal Property or any
part thereof after the date of original issuance of the notes unless, after
giving effect to such Sale and Leaseback Transaction, the aggregate amount of
all Attributable Debt of Comcast Cable and the Restricted Subsidiaries with
respect to all Sale and Leaseback Transactions outstanding at such time (other
than Sale and Leaseback Transactions permitted by the next paragraph), plus the
aggregate principal amount of all Indebtedness of Comcast Cable and the
Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted
Property (other than (x) Indebtedness that is so secured equally and ratably
with (or on a basis subordinated to) the notes and (y) the notes), would not
exceed four times Annualized Cash Flow.
The restriction in the foregoing paragraph shall not apply to any Sale and
Leaseback Transaction if:
- the lease is for a period of not in excess of three years, including
renewal of rights;
- the lease secures or relates to industrial revenue or similar financing;
- the transaction is solely between Comcast Cable and a Restricted
Subsidiary or between or among Restricted Subsidiaries; or
- Comcast Cable or such Restricted Subsidiary, within 270 days after the
sale is completed, applies an amount equal to or greater of (a) the net
proceeds of the sale of the Principal Property or part thereof leased or
(b) the fair market value of the Principal Property or part thereof leased
(as determined in good faith by our Board of Directors) either to:
- the retirement (or open market purchase) of notes, other long-term
Indebtedness of Comcast Cable ranking on a parity with or senior to the
notes or long-term Indebtedness of a Restricted Subsidiary; or
- the purchase by Comcast Cable or any Restricted Subsidiary of other
property, plant or equipment related to the business of Comcast Cable or
any Restricted Subsidiary having a value at least equal to the value of
the Principal Property or part thereof leased.
CERTAIN DEFINITIONS
"Annualized Cash Flow" means, at any date, Operating Cash Flow for the last
two fiscal quarters for which financial statements are available immediately
prior or on such date multiplied by two.
"Attributable Debt" means, with respect to a lease in a Sale and Leaseback
Transaction, the total net amount of rent required to be paid during the
remaining primary term of such lease, discounted at a rate per annum equal to
the interest rate implicit in such lease, calculated in accordance with GAAP.
The net amount of rent required to be paid under any such lease for any such
period shall be the aggregate amount of rent payable by the lessee with respect
to such period after excluding amounts required to be paid on account of
maintenance, repairs, insurance, taxes, assessments, utility, operating and
labor costs and similar charges.
"Capitalized Lease" means, as applied to any person, any lease of any
property (whether real, personal, or mixed) of which the discounted present
value of the rental obligations of such person as lessee, in conformity with
GAAP, is required to be capitalized on the balance sheet of such person; and
"Capitalized Lease Obligation" is defined to mean the rental obligations, as
aforesaid, under such lease.
"Capital Stock" means, with respect to any person, any and all shares,
interests, participations, or other equivalents (however
S-6
<PAGE>
designated, whether voting or non-voting) of such person's capital stock or
other ownership interests, whether now outstanding or issued after the date of
the indenture, including, without limitation, all common stock and preferred
stock.
"Currency Agreement" means any foreign exchange contract, currency swap
agreement, or other similar agreement or arrangement designed to protect against
fluctuation in currency values.
"Disqualified Capital Stock" means, with respect to any person, with respect
to any issue of notes, Capital Stock of such person that, by its terms or by the
terms of any security into which it is convertible, exercisable, or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed or repurchased (including at the option of the
holder thereof) by such person or any of its Subsidiaries, in whole or in part,
on or prior to the Stated Maturity of such notes; PROVIDED that Capital Stock
will not be deemed to be Disqualified Capital Stock if it may only be so
redeemed or repurchased solely in consideration of Qualified Stock.
"GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the date of determination, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession. All ratios and computations contained in the
indenture shall be computed in conformity with GAAP applied on a consistent
basis.
"Guarantee" means any obligation, contingent or otherwise, of any person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
other person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such person:
- to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation of such other person (whether
arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities, or services, to
take-or-pay, or to maintain financial statement conditions or otherwise);
or
- entered into for purposes of assuring in any other manner the obligee of
such Indebtedness or other obligation of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part);
PROVIDED that the term "Guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.
"Indebtedness" means, with respect to any person at any date of
determination (without duplication):
- all indebtedness of such person for borrowed money;
- all obligations of such person evidenced by bonds, debentures, notes, or
other similar instruments;
- all obligations of such person in respect of letters of credit or other
similar instruments (including reimbursement obligations with respect
thereto);
- all obligations of such person to pay the deferred and unpaid purchase
price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business);
- all obligations of such person as lessee under Capitalized Leases;
- all Indebtedness of other persons secured by a Lien on any asset of such
person, whether or not such Indebtedness is assumed by such person;
PROVIDED that the
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amount of such Indebtedness shall be the lesser of:
- the fair market value of such asset at such date of determination; and
- the amount of such Indebtedness;
- all Indebtedness of other persons Guaranteed by such person to the extent
such Indebtedness is Guaranteed by such person;
- all Disqualified Capital Stock of such person; and
- to the extent not otherwise included in this definition, obligations under
Currency Agreements and Interest Rate Agreements.
The amount of Indebtedness of any person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation, PROVIDED:
- that the amount outstanding at any time of any Indebtedness issued with
original issue discount is the face amount of such Indebtedness less the
remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in conformity with GAAP; and
- that Indebtedness shall not include any liability for federal, state,
local, or other taxes.
"Interest Rate Agreements" means any obligations of any person pursuant to
any interest rate swaps, caps, collars, and similar arrangements providing
protection against fluctuations in interest rates. For purposes of the
indenture, the amount of such obligations shall be the amount determined in
respect thereof as of the end of the then most recently ended fiscal quarter of
such person, based on the assumption that such obligation had terminated at the
end of such fiscal quarter, and in making such determination, if any agreement
relating to such obligation provides for the netting of amounts payable by and
to such person thereunder or if any such agreement provides for the simultaneous
payment of amounts by and to such person, then in each such case, the amount of
such obligations shall be the net amount so determined, plus any premium due
upon default by such person.
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind, or any other type of preferential
arrangement that has the practical effect of creating a security interest, in
respect of such asset. For the purposes of the indenture, Comcast Cable or any
subsidiary shall be deemed to own subject to a Lien any asset that it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.
"Operating Cash Flow" means, for any period, the sum of the following for
Comcast Cable and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP:
- aggregate operating revenues; minus
- aggregate operating expenses (including technical, programming, sales,
selling, general and administrative expenses and salaries and other
compensation paid to any general partner, director, officer or employee of
Comcast Cable or any Subsidiary, but excluding interest, depreciation and
amortization and the amount of non-cash compensation in respect of our
employee incentive stock programs for such period and, to the extent
otherwise included in operating expenses, any losses resulting from a
writeoff or write down of investments by Comcast Cable or any Subsidiary
in Affiliates); PROVIDED, HOWEVER, that Operating Cash Flow for any period
shall be calculated after giving effect on a pro forma basis (in
accordance with Regulation S-X promulgated under the Exchange Act) for the
acquisition or disposition of any assets (other than in the ordinary
course of business) as if such acquisition or disposition occurred at the
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beginning of such period. Operating Cash Flow as defined herein may differ
from "operating cash flow" as reported by Comcast Cable as supplementary
financial data.
"Permitted Liens" means:
- any Lien on any Restricted Property acquired after the date of the
indenture (including by way of merger or consolidation) by Comcast Cable
or any Restricted Subsidiary, which Lien is created, incurred or assumed
contemporaneously with such acquisition, or within 270 days thereafter, to
secure or provide for the payment or financing of any part of the purchase
price thereof, or any Lien upon any Restricted Property acquired after the
date of the indenture existing at the time of such acquisition (whether or
not assumed by Comcast Cable or any Restricted Subsidiary), provided that
any such Lien shall attach only to the Restricted Property so acquired;
- any Lien on any Restricted Property in favor of Comcast Cable or any
Restricted Subsidiary;
- any Lien on Restricted Property incurred in connection with the issuance
of tax-exempt governmental obligations (including, without limitation,
industrial revenue bonds and similar financing);
- any Lien granted by any Restricted Subsidiary on Restricted Property to
the extent limitations on the incurrence of such Liens are prohibited by
any agreement to which such Restricted Subsidiary is subject as of the
date of the indenture; and
- any renewal of or substitution for any Lien permitted by any of the
preceding bullet points, including any Lien securing reborrowing of
amounts previously secured within 270 days of the repayment thereof,
provided that no such renewal or substitution shall extend to any
Restricted Property other than the Restricted Property covered by the Lien
being renewed or substituted.
"Principal Property" means, as of any date of determination, any property or
assets used primarily for the provision of cable communications services owned
by Comcast Cable or any Restricted Subsidiary other than:
- any such property which, in good faith opinion of our Board of Directors,
is not of material importance to the business conducted by Comcast Cable
and the Restricted Subsidiaries taken as a whole; and
- any shares of any class of stock or any other security of any Unrestricted
Subsidiary.
"Qualified Stock" means any Capital Stock of Comcast Cable other than
Disqualified Capital Stock.
"Restricted Property" means, as of any date of determination, any Principal
Property (or any portion thereof), any shares of stock of a Restricted
Subsidiary owned by Comcast Cable or a Restricted Subsidiary or any Indebtedness
of a Restricted Subsidiary owed to Comcast Cable or a Restricted Subsidiary.
"Restricted Subsidiary" means any Subsidiary organized and existing under
the laws of the United States of America and the principal business of which is
the cable communications industry carried on within the United States of America
other than:
- each Subsidiary, the major part of whose business consists of finance,
banking, credit, leasing, insurance, financial services or other similar
operations, or any combination thereof; and
- each Subsidiary formed or acquired after the date hereof for the purpose
of acquiring the business or assets of another person and which does not
acquire all or any substantial part of the business or assets of Comcast
Cable or any Restricted Subsidiary;
PROVIDED, HOWEVER, that any Subsidiary may be designated a Restricted Subsidiary
by board
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resolution, effective as of the date such board resolution is adopted and
delivered to the trustee, if, after giving effect to such designation as if such
designation were the incurrence at such time of all Indebtedness of such
Subsidiary and the entering into at such time of all Sale and Leaseback
Transactions to which such Subsidiary is a party, Comcast Cable would be in
compliance with the covenants under "--Certain Covenants--Limitation on Liens
Securing Indebtedness" and "--Limitation on Sale and Leaseback Transactions";
PROVIDED FURTHER, that any such designation may be revoked by further board
resolution, effective as of the date such further board resolution is adopted
and delivered to the trustee if, after giving effect to such revocation as if
such revocation were the incurrence at such time of all Indebtedness of Comcast
Cable and the Restricted Subsidiaries and the entering into at such time of all
Sale and Leaseback Transactions to which Comcast Cable or any Restricted
Subsidiary is a party, Comcast Cable would be in compliance with the covenants
under "--Certain Covenants--Limitation on Liens Securing Indebtedness" and
"--Limitation on Sale and Leaseback Transactions."
"Sale and Leaseback Transaction" means any direct or indirect arrangement
with any person or to which any such person is a party, providing for the
leasing to Comcast Cable or a Subsidiary of any property, whether owned by
Comcast Cable or such Restricted Subsidiary at the date of the original issuance
of the notes or later acquired, which has been or is to be sold or transferred
by Comcast Cable or such Restricted Subsidiary to such person or to any other
person by whom funds have been or are to be advanced on the security of such
property.
"Stated Maturity" means:
- with respect to any Indebtedness, the date specified in such Indebtedness
as the fixed date on which the final installment of principal of such
Indebtedness is due and payable; and
- with respect to any scheduled installment of principal of or interest on
any Indebtedness, the date specified in such Indebtedness as the fixed
date on which such installment is due and payable.
"Subsidiary" means with respect to any person, any corporation, association
or other business entity of which more than 50% of all votes represented by all
classes of outstanding Voting Stock is owned, directly or indirectly, by such
person and one or more other Subsidiaries of such person. Unless specified
otherwise, "Subsidiary" shall be deemed to refer to a Subsidiary of Comcast
Cable.
"Unrestricted Subsidiary" means any Subsidiary of Comcast Cable other than a
Restricted Subsidiary. All Subsidiaries of an Unrestricted Subsidiary shall be
Unrestricted Subsidiaries.
"Voting Stock" means, with respect to any person, Capital Stock of any class
or kind ordinarily having the power to vote for the election of directors,
managers, or other voting members of the governing body of such person.
"Wholly Owned" means, with respect to any Subsidiary of any person, such
Subsidiary if all of the outstanding common stock or other similar equity
ownership interests (but not including preferred stock that is not Voting Stock)
in such Subsidiary (other than any director's qualifying shares or investments
by foreign nationals mandated by applicable law) is owned directly or indirectly
by such person.
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UNDERWRITING
Comcast Cable and the underwriters for the offering named below have entered
into an underwriting agreement and a pricing agreement with respect to the
notes. Subject to certain conditions, each underwriter has severally agreed to
purchase the aggregate principal amount of notes indicated in the following
table.
<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
AMOUNT AMOUNT
OF 6.375% SENIOR NOTES OF 6.75% SENIOR NOTES
UNDERWRITER DUE 2006 DUE 2011
----------------------------------------------------------- ------------------------- -------------------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................................... $ 177,500,000 $355,000,000
Salomon Smith Barney Inc................................... 177,500,000 355,000,000
Banc of America Securities LLC............................. 25,000,000 50,000,000
Chase Securities Inc....................................... 25,000,000 50,000,000
Goldman, Sachs & Co........................................ 25,000,000 50,000,000
Morgan Stanley & Co. Incorporated.......................... 25,000,000 50,000,000
BNY Capital Markets, Inc................................... 5,000,000 10,000,000
Barclays Capital Inc....................................... 5,000,000 10,000,000
Credit Suisse First Boston Corporation..................... 5,000,000 10,000,000
Deutsche Bank Securities Inc............................... 5,000,000 10,000,000
First Union Securities, Inc................................ 5,000,000 10,000,000
Fleet Securities, Inc...................................... 5,000,000 10,000,000
Lehman Brothers Inc........................................ 5,000,000 10,000,000
Scotia Capital (USA) Inc................................... 5,000,000 10,000,000
SunTrust Equitable Securities Corporation.................. 5,000,000 10,000,000
--------------- -----------------
Total........................................... $ 500,000,000 $1,000,000,000
=============== =================
</TABLE>
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to .35% of the
principal amount of the 6.375% notes due 2006 and .4% of the principal amount of
the 6.75% notes due 2011. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a
discount from the initial public offering price of up to .25% of the principal
amount of the notes. If all the notes are not sold at the initial offering
price, the underwriters may change the offering price and the other selling
terms.
The expenses of the offering, not including the underwriting discount, are
estimated to be approximately $300,000 and are payable by us.
In the United Kingdom, the notes will only be available for subscription
pursuant to the offering to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances that do not,
and will not, constitute an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995 as amended. This
document is being distributed on the basis that each person in the United
Kingdom to whom this document is issued is a person who is of a kind described
in Article 11 (3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 and, accordingly, by accepting delivery of this document
the recipient warrants and acknowledges that it is a person falling within that
Article.
The notes are a new issue of securities with no established trading market.
We have been advised by the underwriters that they intend to make a market in
the notes but are not obligated to do so and may discontinue market
S-11
<PAGE>
making at any time without notice. We cannot assure you as to the liquidity of
the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell the
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater aggregate
principal amount of notes than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the notes
while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because they have repurchased notes sold by or for the
account of such underwriter in stabilizing or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments in respect thereto.
In the ordinary course of their respective businesses, the underwriters and
their affiliates have engaged, and may in the future engage, in commercial
banking and/or investment banking transactions with us and our affiliates.
Because more than ten percent of the net proceeds of this offering may be paid
to members or affiliates of members of the National Association of Securities
Dealers, Inc. participating in the offering, this offering will be conducted in
accordance with NASD Conduct Rule 2710(c)(8).
LEGAL MATTERS
Davis Polk & Wardwell, New York, New York, will pass upon the validity of
the notes on our behalf. Cahill Gordon & Reindel, New York, New York, will act
as legal counsel to the underwriters.
S-12
<PAGE>
PROSPECTUS
$4,000,000,000
[LOGO]
COMCAST CABLE COMMUNICATIONS, INC.
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>
- unsecured senior debt securities - warrants to purchase debt securities
- unsecured subordinated debt securities - debt units
</TABLE>
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:
<TABLE>
<S> <C>
- maturity - redemption terms
- interest rate - listing on a securities exchange
- sinking fund terms - amount payable at maturity
- 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.
October 12, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors................................................ 3
Special Note Regarding Forward-Looking Statements........... 5
Comcast Cable Communications, Inc........................... 6
Use of Proceeds............................................. 8
Consolidated Ratio of Earnings to Fixed Charges............. 8
Description of the Senior Debt Securities and Subordinated
Debt Securities............................................. 9
Description of Debt Warrants................................ 20
Description of Debt Units................................... 21
Global Securities........................................... 22
Plan of Distribution........................................ 23
Legal Matters............................................... 24
Experts..................................................... 24
Available Information....................................... 25
Incorporation of Certain Documents by Reference............. 26
</TABLE>
------------------------
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
3
<PAGE>
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 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.
4
<PAGE>
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:
- limiting our ability to obtain any necessary financing in the future for
working capital, capital expenditures, debt service requirements or other
purposes;
- 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;
- limiting our flexibility to plan for or react to, changes in our business;
- making us more indebted than some of our competitors, which may place us
at a competitive disadvantage; and
- making us more vulnerable to a downturn in our business.
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:
- our financial condition, historic financial performance and future
prospects;
- prevailing interest rates and the markets for similar securities; and
- general economic conditions.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The cable communications industry may be affected by, among other things:
- changes in laws and regulations;
- changes in the competitive environment;
- changes in technology;
- franchise related matters;
- market conditions that may adversely affect the availability of debt and
equity financing for working capital, capital expenditures or other
purposes; and
- 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.
5
<PAGE>
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 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.
6
<PAGE>
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
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.
8
<PAGE>
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:
- the designation of the debt securities;
- the aggregate principal amount of the debt securities;
- the percentage of their principal amount (i.e. price) at which the debt
securities will be issued;
- the date or dates on which the debt securities will mature and the right,
if any, to extend such date or dates;
- 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;
- 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;
- the right, if any, to extend the interest payment periods and the duration
of that extension;
- provisions for a sinking purchase or other analogous fund, if any;
- the period or periods, if any, within which, 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;
- the form of the debt securities;
- 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;
- 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;
- 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;
9
<PAGE>
- 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
- 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:
- we are the continuing person, or the person (if 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;
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- immediately after giving effect to such transaction, no default or event
of default shall have occurred and be continuing; and
- 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:
- 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;
- 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;
- 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;
- 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:
- 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
- the failure to make a principal payment at the final (but not any
interim) fixed maturity.
- 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;
- a court having jurisdiction enters a decree or order for:
- 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;
- appointment of a receiver, liquidator, 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
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- 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.
- we or any of our subsidiaries:
- 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;
- 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
- 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:
- the holder gives the trustee written notice of a continuing event of
default;
- 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;
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- such holder or holders offer the trustee indemnity satisfactory to the
trustee against any costs, liability, or expense;
- the trustee does not comply with the request within 60 days after receipt
of the request and the offer of indemnity; and
- 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:
- 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
- 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;
- 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
- 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
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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:
- 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
- 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:
- 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;
- 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;
- 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;
- 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
- 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
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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:
- 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;
- to comply with the provisions described under "--Certain
Covenants--Consolidation, Merger and Sale of Assets";
- to comply with any requirements of the SEC in connection with the
qualification of the senior indenture under the Trust Indenture Act;
- to evidence and provide for the acceptance of appointment hereunder by a
successor trustee;
- to establish the form or forms or terms of the senior debt securities as
permitted by the senior indenture;
- to provide for uncertificated senior debt securities and to make all
appropriate changes for such purpose; and
- 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:
- change the stated maturity of the principal of, or any installment of
interest on, any senior debt securities of such series;
- reduce the principal amount of, or premium, if any, or interest on, any
senior debt securities of such series;
- change the place or currency of payment of principal of, or premium, if
any, or interest on, any senior debt securities of such series;
- change the provisions for calculating the optional redemption price,
including the definitions relating thereto;
- 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;
- 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;
- waive a default in the payment of principal of or interest on the senior
debt securities;
- 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
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- 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.
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:
- 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
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trustee, all of our obligations on all of the subordinated debt securities
and under the subordinated indenture; and
- 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:
- 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;
- 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;
- default by us in the performance of any other of the covenants or
agreements in the subordinated debt indenture which shall not have been
remedied for a period of 90 days after notice; or
- 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.
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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:
- 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
- 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 redemption;
- 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
- 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.
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The subordinated indenture also provides that, except as otherwise provided
in this paragraph, we
- 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
- 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:
- 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;
- 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;
- 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 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
- 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.
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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:
- the specific designation and aggregate number of and the price at which
the offered debt warrants will be issued;
- 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;
- 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;
- 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;
- 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;
- the currency or composite currency for which the offered warrants may be
purchased;
- 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;
- whether any offered debt warrants will be issued in global or definitive
form or both;
- any applicable United States federal income tax consequences;
- the identity of the warrant agent in respect of the offered debt warrants;
- the proposed listing, if any, of the offered debt warrants or the
securities purchasable upon exercise thereof on any securities exchange;
and
- 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.
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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.
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:
- 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;
- a description of the terms of any debt unit agreement governing the debt
units; and
- a description of the provisions for the payment, settlement, transfer or
exchange of the debt units.
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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 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
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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:
- directly to purchasers;
- through agents;
- through underwriters; and
- 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 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.
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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.
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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.
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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:
- Our Annual Report on Form 10-K for the year ended December 31, 1999;
- Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2000 and June 30, 2000; and
- 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 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.
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$1,500,000,000
[LOGO]
COMCAST CABLE COMMUNICATIONS, INC.
$500,000,000 6.375% SENIOR NOTES DUE 2006
$1,000,000,000 6.75% SENIOR NOTES DUE 2011
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PROSPECTUS SUPPLEMENT
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JOINT BOOK-RUNNING MANAGERS
MERRILL LYNCH & CO. SALOMON SMITH BARNEY
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BANC OF AMERICA SECURITIES LLC GOLDMAN, SACHS & CO.
JP MORGAN MORGAN STANLEY DEAN WITTER
<TABLE>
<S> <C> <C>
BNY CAPITAL MARKETS, INC. BARCLAYS CAPITAL CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANC ALEX. BROWN FIRST UNION SECURITIES, INC. FLEET SECURITIES, INC.
LEHMAN BROTHERS SCOTIA CAPITAL SUNTRUST EQUITABLE SECURITIES
</TABLE>
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January 10, 2001
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