UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 20, 1999
COMCAST CELLULAR CORPORATION
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-31009 23-2687447
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1105 North Market Street, Wilmington, DE 19801
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 427-8991
--------------
<PAGE>
ITEM 5. OTHER EVENTS
On January 20, 1999, Comcast Corporation ("Comcast"), the parent of Comcast
Cellular Corporation (the "Company") issued a press release announcing that it
had entered into a definitive agreement to sell the Company to SBC
Communications Inc. ("SBC") for approximately $1.7 billion, including the
assumption of approximately $1.3 billion of the Company's debt. Consummation of
the sale is subject to certain customary conditions, including Hart-Scott-Rodino
clearance and regulatory approvals. Comcast and SBC expect to complete the
transaction in the third quarter of 1999.
ITEM 7. EXHIBITS
99.1 Press Release dated January 20, 1999 from Comcast Corporation.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMCAST CELLULAR CORPORATION
Dated: January 21, 1999 By: /s/ Joseph J. Euteneuer
---------------------------------------
Joseph J. Euteneuer
Vice President
2
COMCAST CORPORATION
NEWS RELEASE
- --------------------------------------------------------------------------------
Contact:
John R. Alchin, Senior Vice President and Treasurer (215) 981-7503
William E. Dordelman, Vice President, Finance (215) 981-7550
Marlene S. Dooner, Senior Director, Investor Relations (215) 981-7392
FOR IMMEDIATE RELEASE
COMCAST CORPORATION SELLS CELLULAR TELEPHONE
OPERATIONS FOR $1.7 BILLION
Comcast to focus on core cable and content operations
Philadelphia, PA -- January 20, 1999 - Comcast Corporation today announced that
it has entered into a definitive agreement to sell its wholly owned subsidiary,
Comcast Cellular Corporation, to SBC Communications Inc. for approximately $1.7
billion, including the assumption of approximately $1.3 billion of debt.
Consummation of the sale is subject to certain customary conditions, including
Hart-Scott-Rodino clearance and regulatory approvals. Comcast and SBC expect to
complete the transaction in the third quarter of 1999.
Brian L. Roberts, President of Comcast Corporation, stated, "This transaction
makes strategic sense for both Comcast and SBC. We are proud of the market
leadership position we established in cellular during our ten-year ownership
period but, with this sale, we acknowledge the trend toward national and global
competitors in the wireless industry. We will now focus on our core cable and
content businesses as we move forward with the launch of new products and
initiatives in both areas. In addition, this transaction will further strengthen
our balance sheet. Pro forma for this sale as of September 30, 1998, Comcast's
leverage ratio (defined as debt divided by operating cash flow) would have
declined from 3.8 to 3.4 times. Our annual interest expense will also be reduced
as a result of this transaction by roughly 20%."
Comcast Corporation (www.comcast.com) is principally engaged in the development,
management and operation of broadband cable networks and the provision of
content through principal ownership of QVC, Comcast-Spectacor and Comcast
SportsNet, a controlling interest in E! Entertainment Television and through
other programming investments.
Comcast's Class A and Class A Special Common Stock are traded on The Nasdaq
Stock Market under the symbols CMCSA and CMCSK, respectively.
####
