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Pursuant to Rule 424(b)2
Registration Statement No. 33-50785
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 27, 1994
$250,000,000
(COMCAST CORP. LOGO)
9 1/8% SENIOR SUBORDINATED DEBENTURES DUE 2006
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Interest on the Debentures is payable on April 15 and October 15 of each
year, commencing April 15, 1996. The Debentures are not redeemable prior to
October 15, 2000. After October 15, 2000, the Debentures are redeemable, in
whole or in part, at the election of Comcast Corporation at the redemption
prices set forth herein plus accrued interest to the date of redemption. See
"Description of the Debentures".
SEE "CERTAIN CONSIDERATIONS" AT PAGE S-2 HEREIN AND AT PAGE 4 IN THE
ACCOMPANYING PROSPECTUS FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PURCHASERS OF THE DEBENTURES.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Goldman, Sachs & Co. have agreed to purchase the Debentures from the
Company at 98.50% of their principal amount ($246,250,000 aggregate proceeds to
the Company, before deducting expenses payable by the Company estimated at
$100,000), plus accrued interest, if any, from October 10, 1995, subject to the
terms and conditions set forth in the Underwriting Agreement.
Goldman, Sachs & Co. propose to offer the Debentures from time to time for
sale in negotiated transactions, or otherwise, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. For further information with respect to the plan of
distribution and any discounts, commissions or profits on resale that may be
deemed underwriting discounts or commissions, see "Underwriting" herein.
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The Debentures offered hereby are offered by Goldman, Sachs & Co., as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the
Debentures will be ready for delivery in New York, New York, on or about October
10, 1995.
GOLDMAN, SACHS & CO.
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The date of this Prospectus Supplement is October 3, 1995.
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CERTAIN CONSIDERATIONS
Recent and Anticipated Losses; Increasing Stockholders' Deficiency. In
recent years, Comcast Corporation (the "Company") has experienced significant
growth, principally through acquisitions. The effect of these acquisitions on
the Company's results of operations has been and will be to significantly
increase the Company's revenues and expenses. In addition, the Company will
continue to have substantial losses for the foreseeable future as a result of
additional depreciation and amortization and interest expense resulting from
these acquisitions. Losses before extraordinary items and cumulative effect of
accounting changes in 1992, 1993, 1994 and for the six months ended June 30,
1994 and 1995 were $217,935,000, $98,871,000, $75,325,000, $28,533,000 and
$29,922,000, respectively. As a result of these losses and the effects of
extraordinary items and the cumulative effect of accounting changes, the Company
had a stockholders' deficiency at June 30, 1995 of $754,105,000. It is
anticipated that this stockholders' deficiency will increase in future periods.
It is not expected that the stockholders' deficiency will significantly affect
the way the Company does business or its ability to obtain financing.
The Company realized operating income before depreciation and amortization
(commonly referred to in the Company's businesses as "operating cash flow") of
$397,153,000, $606,396,000, $576,256,000, $290,073,000 and $480,430,000 for the
years ended December 31, 1992, 1993, 1994 and for the six months ended June 30,
1994 and 1995, respectively. As a result of the Company's operating income
before depreciation and amortization, its existing cash balances, lines of
credit and other financing resources, the Company believes that it will meet its
current and long-term liquidity and capital requirements, including fixed
charges.
Factors Affecting Future Operations. The cable communications and cellular
telephone communications industries, as well as the Company's electronic
retailing operations, may be affected by, among other things, (i) changes in
government law and regulation, (ii) changes in the competitive environment,
(iii) changes in technology and (iv) market conditions that may adversely affect
the availability of debt and equity financing.
THE COMPANY
Comcast Corporation is engaged principally in the development, management
and operation of wired telecommunications including cable television and
telephone services; wireless telecommunications including cellular, personal
communications services and direct to home satellite television; and content
through its principal ownership of QVC, Inc., an electronic retailer, and other
programming investments.
The Company was organized in 1969 under the laws of the Commonwealth of
Pennsylvania and has its principal executive offices at 1500 Market Street,
Philadelphia, Pennsylvania, 19102-2148 (215-665-1700).
USE OF PROCEEDS
The net proceeds to the Company from this offering are estimated to be
$246,150,000. The Company anticipates that the net proceeds will be used for
working capital and general corporate purposes, including the refinancing of
existing debt. The existing debt to be refinanced will be determined by
management. For the six months ended June 30, 1995, the weighted average
interest rate on the Company's indebtedness was approximately 8.20% per annum.
Pending such application of the proceeds, the Company will invest the proceeds
of this offering in certificates of deposit, United States governmental
securities or certain other interest-bearing securities.
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DESCRIPTION OF THE DEBENTURES
The following description of the Debentures offered hereby (referred to
herein as the "Debentures" and in the accompanying Prospectus as the "Offered
Debentures") supplements, and to the extent inconsistent therewith supersedes,
the description of the general terms and provisions of the Debentures and the
Offered Debentures set forth in the accompanying Prospectus, to which
description reference is hereby made.
The Debentures are limited to $250,000,000 aggregate principal amount at
maturity. The Debentures will mature on October 15, 2006.
The Debentures will bear interest from the date of issuance at a rate of
9 1/8% per annum, payable semi-annually on April 15 and October 15 of each year,
commencing April 15, 1996, to the person in whose name each Debenture was
registered at the close of business on the preceding April 1 and October 1
respectively, subject to certain exceptions. There is no provision for a sinking
fund.
The Debentures contain no covenants or other provisions to afford
protection to holders of Debentures in the event of a highly leveraged
transaction or a change in control of the Company.
The Debentures are not redeemable prior to October 15, 2000. After October
15, 2000, the Debentures are redeemable, in whole or in part, at the election of
the Company at the following respective percentages of the principal amount
thereof if redeemed during the twelve-month period beginning October 15 of the
years indicated, together, in each case, with interest accrued to the date fixed
for redemption:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
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<S> <C>
2000...................................................... 104.562%
2001...................................................... 102.281%
2002 or thereafter........................................ 100.000%
</TABLE>
CONCERNING THE TRUSTEE
Harris Trust and Savings Bank ("Harris Trust"), as successor trustee of
Morgan Guaranty Trust Company of New York, is the trustee under the Senior
Subordinated Indenture under which the Debentures offered hereby will be issued
and under which the Company's 10 1/4% Senior Subordinated Debentures Due 2001,
10 5/8% Senior Subordinated Debentures Due 2012, 9 1/2% Senior Subordinated
Debentures Due 2008 and 9 3/8% Senior Subordinated Debentures Due 2005 have been
issued. The Company has initially designated the principal office of Bank of
Montreal Trust Company, an affiliate of Harris Trust, as registrar and paying
agent under the Senior Subordinated Indenture.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to Goldman, Sachs & Co. ("Goldman
Sachs"), and Goldman Sachs have agreed to purchase the entire principal amount
of the Debentures.
Under the terms and conditions of the Underwriting Agreement, Goldman Sachs
are committed to take and pay for all of the Debentures, if any are taken.
Goldman Sachs propose to offer the Debentures from time to time for sale in
negotiated transactions, or otherwise, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. In connection with the sale of the Debentures, Goldman Sachs may be
deemed to have received compensation from the Company equal to the difference
between the amount received by the Underwriter upon the sale of such Debentures
and the price at which the Underwriter purchased such Debentures from the
Company. In addition, the
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Underwriter may sell Debentures to or through certain dealers, and dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Underwriter and/or any purchasers of Debentures for whom
they may act as agent (which compensation may be in excess of customary
commissions). The Underwriter may also receive compensation from the purchasers
of Debentures for whom it may act as agent.
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by Goldman Sachs that they intend to make a
market in the Debentures but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Debentures.
The Company has agreed to indemnify Goldman Sachs against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
EXPERTS
The consolidated financial statements and the related financial statement
schedule of the Company and subsidiaries as of December 31, 1994 and 1993 and
for each of the three years in the period ended December 31, 1994, included in
the Annual Report on Form 10-K of the Company and incorporated by reference in
the accompanying prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing. The
consolidated financial statements and financial statement schedules of Storer
Communications, Inc. for the year ended December 31, 1992, incorporated by
reference in the Annual Report on Form 10-K of the Company, has been
incorporated by reference therein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
in the accompanying prospectus, and upon the authority of said firm as experts
in accounting and auditing. The consolidated financial statements of QVC, Inc.
(formerly, QVC Network, Inc.) as of January 31, 1995 and 1994 and for each of
the years in the three year period ended January 31, 1995, included in the
Current Report on Form 8-K of the Company filed on April 25, 1995 and
incorporated by reference in the accompanying prospectus, have been audited by
KPMG Peat Marwick LLP, independent certified public accountants, as indicated in
their report with respect thereto and have been so incorporated in reliance upon
the authority of said firm as experts in auditing and accounting. The
consolidated financial statements of Comcast MHCP Holdings, L.L.C. and
subsidiaries as of December 31, 1994 and for the periods from January 1, 1994 to
December 21, 1994 and from December 22, 1994 to December 31, 1994, included in
the Current Report on Form 8-K of the Company filed on April 25, 1995 and
incorporated by reference in the accompanying prospectus, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing. The combined financial statements of the predecessor corporation to
Comcast MHCP Holdings, L.L.C. and subsidiaries, being the U.S. Cable Television
Operations of Maclean Hunter, Inc., as of December 31, 1993 and for the years
ended December 31, 1993 and 1992, included in the Current Report on Form 8-K of
the Company filed on April 25, 1995 and incorporated by reference in the
accompanying prospectus, have been audited by Ernst & Young, Chartered
Accountants, as indicated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon their authority as
experts in accounting and auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Certain Considerations............... S-2
The Company.......................... S-2
Use of Proceeds...................... S-2
Description of the Debentures........ S-3
Underwriting......................... S-3
Experts.............................. S-4
PROSPECTUS
Incorporation of Certain Documents by
Reference.......................... 2
Available Information................ 3
The Company.......................... 4
Certain Considerations............... 4
Use of Proceeds...................... 4
Dividend Policy...................... 5
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends.......................... 5
Description of Debentures............ 6
Description of Preferred Stock....... 13
Description of Depositary Shares..... 14
Description of Common Stock.......... 16
Description of Warrants.............. 17
United States Taxation............... 18
Plan of Distribution................. 26
Legal Opinions....................... 27
Experts.............................. 27
</TABLE>
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$250,000,000
(COMCAST CORP. LOGO)
9 1/8% SENIOR SUBORDINATED
DEBENTURES DUE 2006
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
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