SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 24, 1997
COMCAST CELLULAR HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-31009 23-2687447
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
1105 North Market Street, Suite 1219, Wilmington, DE 19801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 427-8991
Item 1. Changes In Control of Registrant.
(a) Comcast Cellular Holdings, Inc., a Delaware corporation ("Comcast
Cellular"), is a wholly-owned subsidiary of Comcast Corporation, a
Pennsylvania corporation ("Comcast"). As of September 30, 1997,
Sural Corporation, a Delaware corporation ("Sural"), owned 1,845,037
shares of Comcast Class A Common Stock and 8,786,250 shares of Comcast
Class B Common Stock, constituting approximately 82% of the voting
power of the two classes of Comcast's voting Common Stock combined.
On October 24, 1997, Ralph J. Roberts, the Chairman of the Board of
Comcast, gifted shares of Class A Common Stock of Sural to his son,
Brian L. Roberts, the President and a director of Comcast. As a
result of the gift, Brian L. Roberts has sole voting power over
stock representing a majority of voting power of all Sural stock
and, therefore, effectively controls Comcast and its subsidiaries,
including Comcast Cable Communications, Inc., Comcast Cellular and
Comcast UK Cable Partners Limited, which are also subject to the
reporting requirements of the Securities Exchange Act of 1934.
(b) Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
Dated: October 27, 1997 COMCAST CELLULAR HOLDINGS, INC.
By: /s/ Arthur R. Block
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Arthur R. Block
Vice President and Senior Deputy
General Counsel
