<PAGE> 1
COMCAST (R)
CORPORATION
LOGO
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 1995
------
The Annual Meeting of Shareholders of Comcast Corporation (the "Company")
will be held on Wednesday, June 21, 1995 at 9:00 a.m. local time at the
offices of the Company, 1500 Market Street, 33rd Floor, Philadelphia,
Pennsylvania, for the following purposes:
1. To elect ten directors to serve for the ensuing year and until their
respective successors shall have been duly elected and qualified.
2. To consider a proposal to amend the Company's Articles of
Incorporation to provide that amendments of such Articles of Incorporation
may be adopted by a majority of the votes cast by the holders of the class
or classes of shares entitled to vote thereon.
3. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the 1995 fiscal year.
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The close of business on May 4, 1995 has been fixed as the record date for
the meeting. All shareholders of record at that time are entitled to notice
of, and all such holders of Class A Common Stock and Class B Common Stock
(and, in addition, with respect to the proposal to amend the Company's
Articles of Incorporation, all such holders of Class A Special Common Stock)
are entitled to vote at, the meeting and any adjournment or postponement
thereof. In the event that the meeting is adjourned for one or more periods
aggregating at least fifteen days due to the absence of a quorum, those
shareholders entitled to vote who attend the adjourned meeting, although
otherwise less than a quorum, shall constitute a quorum for the purpose of
acting upon any matter set forth in this notice.
All shareholders are cordially invited to attend the meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to
give voting instructions with respect to your shares of Class A Common Stock
or Class A Special Common Stock. The proxies are solicited by the Board of
Directors of the Company. The return of the proxy will not affect your right
to vote in person if you do attend the meeting. A copy of the Company's
Annual Report is also enclosed.
STANLEY WANG
Secretary
May 19, 1995
<PAGE> 2
COMCAST (R)
CORPORATION
LOGO
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
------
PROXY STATEMENT
------
The enclosed proxy is solicited by the Board of Directors of Comcast
Corporation (the "Company"), a Pennsylvania corporation, for use at the
Annual Meeting of Shareholders (the "meeting") to be held on Wednesday, June
21, 1995 at 9:00 a.m. local time at the offices of the Company, 1500 Market
Street, 33rd Floor, Philadelphia, Pennsylvania, and any adjournment or
postponement thereof. This proxy statement, the foregoing notice and the
enclosed proxy are being mailed to shareholders on or about May 19, 1995.
The Board of Directors does not intend to bring any matters before the
meeting other than the matters specifically referred to in the notice of the
meeting, nor does the Board of Directors know of any matter which anyone else
proposes to present for action at the meeting. However, if any other matters
properly come before the meeting, the persons named in the accompanying proxy
or their duly constituted substitutes acting at the meeting will be deemed
authorized to vote or otherwise act thereon in accordance with their judgment
on such matters.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. In the absence of
instructions, the shares represented at the meeting by the enclosed proxy
will be voted "FOR" each of the nominees for the Board of Directors in the
election of directors and "FOR" each of the other proposals submitted to
shareholders in accordance with the foregoing notice of meeting and as set
forth in this Proxy Statement. Any proxy may be revoked at any time prior to
its exercise by notifying the Secretary in writing, by delivering a duly
executed proxy bearing a later date or by attending the meeting and voting in
person.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on May 4, 1995, the record date, the Company had
outstanding [39,046,451] shares of Class A Common Stock, par value $1.00 per
share, [8,786,250] shares of Class B Common Stock, par value $1.00 per share,
and [191,811,872] shares of Class A Special Common Stock, par value $1.00 per
share.
On each matter voted upon at the meeting and any adjournment or
postponement thereof, the Class A Common Stock and Class B Common Stock will
vote together and each record holder of Class A Common Stock will be entitled
to one vote per share and each record holder of Class B Common Stock will be
entitled to fifteen votes per share, except that with respect to the proposal
to amend the Company's Articles of Incorporation the Class A Common Stock
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<PAGE> 3
and Class B Common Stock will vote as separate classes. Holders of Class A
Special Common Stock shall be entitled to vote at the meeting only as a separate
class with respect to the proposal to amend the Company's Articles of
Incorporation, with one vote per share. References to voting classes of the
Company's Common Stock herein shall not include the Class A Special Common
Stock. In the election of directors, Class A Common Stock and Class B Common
Stock shareholders shall not have cumulative voting rights.
The presence, in person or by proxy, of shareholders entitled to cast a
majority of the votes which shareholders (or a class thereof) are entitled to
cast on each matter to be voted upon at the meeting will constitute a quorum
as to each such matter. In the event that the meeting is adjourned for one or
more periods aggregating at least fifteen days due to the absence of a
quorum, those shareholders entitled to vote who attend the adjourned meeting,
although less than a quorum as described in the preceding sentence, shall
constitute a quorum for the purpose of acting upon any matter set forth in
the foregoing notice.
In the election of directors, the ten nominees receiving a plurality of
the votes cast at the meeting shall be elected. Approval of the proposal to
amend the Company's Articles of Incorporation requires the separate
affirmative votes of the holders of each of the Class A Common Stock, Class A
Special Common Stock, and Class B Common Stock entitled to cast a majority of
the votes which all holders of such class are entitled to cast. Approval of
all other proposals to be submitted to shareholders in accordance with the
foregoing notice of the meeting and as set forth in this Proxy Statement
requires the affirmative vote of a majority of the votes cast at the meeting.
For purposes of determining the number of votes cast with respect to any
voting matter, only those cast "For" or "Against" are included. Abstentions
and broker non-votes are counted only for purposes of determining whether a
quorum is present at the meeting.
The holder of all of the Class B Common Stock has indicated that it will
vote its shares "FOR" each of the nominees for director listed below and
"FOR" each of the other proposals submitted to shareholders in accordance
with the foregoing notice of the meeting and as set forth in this Proxy
Statement. Consequently, the election of each of the nominees for director
listed below and approval of each of the other proposals submitted to
shareholders in accordance with the foregoing notice of meeting and as set
forth in this Proxy Statement, other than the proposal to amend the Company's
Articles of Incorporation, are assured, and the approval by the Class B
Common Stock, as a separate class, of the proposal to amend the Company's
Articles of Incorporation is assured.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the holdings
of each shareholder who was known to the Company to be the beneficial owner,
as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the
"Exchange Act"), of more than 5% of any voting class of the Company's Common
Stock at the close of business on February 28, 1995. So far as is known to
the Company, the persons named in the table below as beneficially owning the
shares set forth therein have sole voting power and sole investment power
with respect to such shares, unless otherwise indicated.
2
<PAGE> 4
<TABLE>
<CAPTION>
Amount Percent
Title of Name and Address of Beneficially of
Voting Class Beneficial Owner Owned Class
- -------------------- --------------------------- --------------- ---------
<S> <C> <C> <C>
Class A Common Stock Ralph J. Roberts 2,197,319(1)(2) 5.6%
1500 Market Street
Philadelphia, PA 19102-2148
The Capital Group, Inc. 3,115,500(3) 8.0%
333 South Hope Street
Los Angeles, CA 90071
American Express 2,224,500(4) 5.7%
Financial Advisors, Inc.
IDS Tower 10
Minneapolis, MN 55440
Class B Common Stock Ralph J. Roberts 9,090,000(2) 100.0%
1500 Market Street
Philadelphia, PA 19102-2148
</TABLE>
- ------
(1) At February 28, 1995, Sural Corporation ("Sural"), a Delaware corporation,
owned 1,845,037 shares of Class A Common Stock. Mr. Roberts, Chairman of the
Board of Directors of the Company, and members of his family own all of the
voting securities of Sural. Pursuant to Rule 13d-3 of the Exchange Act, Mr.
Roberts is deemed to be the beneficial owner of the shares of Class A Common
Stock owned by Sural. Also includes 319,070 shares owned directly by Mr.
Roberts and 33,212 shares owned by a charitable foundation of which Mr.
Roberts and his wife are trustees and as to which shares he disclaims
beneficial ownership. See also the last sentence of note (2) below.
(2) At February 28, 1995, Sural was the sole owner of the Company's Class B
Common Stock. Pursuant to Rule 13d-3 of the Exchange Act, Mr. Roberts is
deemed to be the beneficial owner of the shares of Class B Common Stock
owned by Sural. In addition to the shares owned by Sural, Mr. Roberts has
options to purchase 658,125 shares of Class B Common Stock, of which 303,750
options are currently exercisable or are exercisable within 60 days of
February 28, 1995. Since each share of Class B Common Stock is entitled to
fifteen votes, the shares of Class A Common Stock and Class B Common Stock
owned by Sural constitute approximately 78% of the voting power of the two
classes of the Company's voting Common Stock combined (79% if all other
shares of Class A Common Stock which Mr. Roberts is deemed to beneficially
own and his shares underlying options to purchase Class B Common Stock
currently exercisable or exercisable within 60 days of February 28, 1995 are
included). The Class B Common Stock is convertible on a share-for-share
basis into Class A Common Stock or Class A Special Common Stock. If Sural
and Mr. Roberts were to convert the Class B Common Stock which they are
deemed to beneficially own into Class A Common Stock, Mr. Roberts would
beneficially own 11,287,319 shares of Class A Common Stock (approximately
23.5% of the Class A Common Stock).
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<PAGE> 5
(3) The information contained in this table with respect to The Capital
Group, Inc. ("TCG") is based upon a joint filing made on Schedule 13G by
TCG and its wholly owned subsidiary, Capital Research and Management
Company ("Capital Research"), setting forth information as of December
31, 1994. Based upon such filing, 2,580,000 of these shares are
beneficially owned by Capital Research.
(4) The information contained in this table with respect to American Express
Financial Advisors, Inc. ("AEFA", formerly IDS Financial Corporation) is
based upon a joint filing made on Schedule 13G by AEFA and its parent
corporation, American Express Company, setting forth information as of
December 31, 1994. The Schedule 13G indicates that AEFA has shared
dispositive power as to 2,224,500 shares and shared voting power as to
1,450,000 shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the Class A
Common Stock (one vote per share) and Class A Special Common Stock (generally
non-voting) beneficially owned by each director and nominee for director of
the Company, by Mr. Ralph J. Roberts, the Company's Chief Executive Officer,
and by each of the Company's other four most highly compensated executive
officers during 1994 and by all directors and executive officers of the
Company as a group, at the close of business on February 28, 1995. Each of
the persons named in the table below as beneficially owning the shares set
forth therein has sole voting power and sole investment power with respect to
such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
Amount Beneficially Owned(2) Percent of Class(2)
--------------------------------------------- ----------------------
Class A Class A
Name of Beneficial Owner Class A Special Class A Special
- ------------------------ ------------------ ----------------------- --------- ---------
<S> <C> <C> <C> <C>
Daniel Aaron ........... 204,947 688,722 (3) (3)
John R. Alchin ......... - 94,343 (3) (3)
Gustave G. Amsterdam ... 32,625 130,218 (3) (3)
Sheldon M. Bonovitz .... 17,705(4) 315,063(5) (3) (3)
Julian A. Brodsky ...... 277,848(6) 1,380,632 (3) (3)
Joseph L. Castle, II ... 375 29,497 (3) (3)
Brian L. Roberts ....... 5,733(7) 172,563(8) (3) (3)
Ralph J. Roberts(1) .... 2,197,319(9) 9,971,081(10) 5.6% 5.1%
Lawrence S. Smith ...... - 163,112(11) (3) (3)
Bernard C. Watson ...... - 19,500 (3) (3)
Irving A. Wechsler ..... 122,763 507,592 (3) (3)
Anne Wexler ............ - 20,250 (3) (3)
All directors and
executive officers
as a group (13 persons) 2,886,346(4)(6)(7)(9) 13,622,274(5)(8)(10) 7.4% 6.9%
(11)
</TABLE>
- ------
(1) Pursuant to Rule 13d-3 of the Exchange Act, Mr. Roberts is also deemed
to be the beneficial owner of 100% of the outstanding shares of the
Company's Class B Common Stock owned by Sural. See notes (1) and (2) to
the table under the caption "Principal Shareholders."
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<PAGE> 6
(2) With respect to each beneficial owner, the shares issuable upon exercise
of his or her currently exercisable options and options exercisable
within 60 days of February 28, 1995 are deemed to be outstanding for the
purpose of computing the percentage of the class of Common Stock owned.
Includes the following shares of Class A Common Stock and Class A
Special Common Stock, respectively, for which the named individuals, and
all directors and executive officers as a group, hold currently
exercisable options or options exercisable within 60 days of February
28, 1995: Mr. Aaron, none and 3,000 shares; Mr. Alchin, none and 60,306
shares; Mr. Amsterdam, none and 27,000 shares; Mr. Bonovitz, none and
27,000 shares; Mr. Brodsky, 25,313 and 437,133 shares; Mr. Castle, none
and 27,000 shares; Mr. Brian L. Roberts, 3,848 and 90,967 shares; Mr.
Ralph J. Roberts, none and 3,647,244 shares; Mr. Smith, none and 125,975
shares; Mr. Watson, none and 19,500 shares; Mr. Wechsler, none and 3,000
shares; Ms. Wexler, none and 19,500 shares; and all directors and
executive officers as a group, 33,706 and 4,558,361 shares.
(3) Less than one percent of the applicable class.
(4) Includes 5,486 shares of Class A Common Stock held in trust or as a
custodian for his children, 6,425 shares owned by his wife, and 2,636
shares held by him as trustee for a testamentary trust, as to all of
which shares he disclaims beneficial ownership.
(5) Includes 17,189 shares of Class A Special Common Stock held in trust or as
a custodian for his children, 23,544 shares owned by his wife, 214,946
shares held by him as trustee for a testamentary trust, and 6,738 shares
owned by a charitable foundation of which his wife is a trustee, as to all
of which shares he disclaims beneficial ownership.
(6) Includes 50,000 shares of Class A Common Stock owned by a charitable
foundation of which he and members of his family are directors and
officers, as to which shares he disclaims beneficial ownership.
(7) Includes 1,356 shares of Class A Common Stock owned by his wife, as to
which shares he disclaims beneficial ownership.
(8) Includes 678 shares of Class A Special Common Stock owned by his wife and
23,541 shares owned by a charitable foundation of which he and his wife are
directors and officers, as to all of which shares he disclaims beneficial
ownership.
(9) Includes 1,845,037 shares of Class A Common Stock owned by Sural and 33,212
shares owned by a charitable foundation of which he and his wife are
trustees and as to which shares he disclaims beneficial ownership. See note
(1) to the table under the caption "Principal Shareholders."
(10) Includes 5,315,772 shares of Class A Special Common Stock owned by Sural
and 76,005 shares owned by a charitable foundation of which he and his wife
are trustees and as to which shares he disclaims beneficial ownership.
(11) Includes 9,033 shares of Class A Special Common Stock owned by his wife,
as to which shares he disclaims beneficial ownership.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities (collectively, the
"reporting persons") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and to furnish the Company with
copies of these reports. Based on the Company's review of the copies of these
5
<PAGE> 7
reports received by it, and written representations received from reporting
persons, the Company believes that all filings required to be made by the
reporting persons for the period January 1, 1994 through December 31, 1994 were
made on a timely basis.
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for the Company's last three fiscal years,
certain information concerning the annual and long-term compensation paid to
or for the Chief Executive Officer and each of the Company's other four most
highly compensated executive officers:
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Awards
--------------------------------------------------- ----------------------------
Number of
Other Annual Restricted Securities All Other
Bonus Compensation Stock Underlying Compensation
Name and Principal Position Year Salary ($) ($)(1) ($) Awards($)(4) Options(#)(5) ($)(6)
- ----------------------------- ------ ---------- ---------- --------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ralph J. Roberts 1994 $800,000 $ - $ 669,619(2) $ - 2,220,000 $3,881,881
Chairman of the 1993 800,672 - 3,871,054(2)(3) - 375,000 1,272,995
Board of Directors 1992 772,958 - 3,594,428(3) - 375,000 663,498
Julian A. Brodsky 1994 $561,750 $ - $ 88,663(2) $ - 805,000 $ 742,466
Vice Chairman 1993 525,654 - 1,039,821(3) 906,250 112,500 102,576
of the Board of 1992 497,865 - 229,730(3) - 112,500 99,234
Directors
Brian L. Roberts 1994 $535,000 $126,000 $ 142,755(3) $308,000 535,000 $ 34,589
President 1993 500,835 - 76,192(3) 634,375 75,000 30,080
1992 414,489 - 43,002(3) - 52,500 27,653
Lawrence S. Smith 1994 $380,000 $68,000 $ 18,882 $110,688 200,000 $ 37,041
Senior Vice President- 1993 355,546 - 4,782 271,875 45,000 32,298
Accounting and Administration 1992 341,908 - 1,066 - 15,000 30,247
John R. Alchin 1994 $355,000 $31,000 $ 20,140 $ - 135,000 $ 38,318
Senior Vice President- 1993 335,446 - 9,166 271,875 45,000 33,256
Treasurer 1992 320,146 - 2,044 - 15,000 32,029
</TABLE>
- ------
(1) The bonuses paid to executive officers during 1994 relate to termination of
the Company's discretionary bonus plan. See "Report of the Compensation
Committee and the Subcommittee on Performance-Based Compensation on
Executive Compensation - Base Salary."
(2) Includes amounts paid to offset tax liabilities incurred in connection
with Company payments to cover the premiums attributable to the term life
insurance portion of the split dollar life insurance policies (see note
(6)(c) below). Such amounts are calculated based upon the amount of tax
payable by the executive officers in accordance with the highest
individual income tax bracket.
(3) Includes amounts paid to offset tax liabilities incurred in connection
with the exercise of stock options. The plan pursuant to which these
bonuses were paid was terminated by the Board of Directors as of December
31, 1993. See "Report of the Compensation Committee and the Subcommittee
on Performance-Based Compensation on Executive Compensation - Effect of
Internal Revenue Code Section 162(m)."
6
<PAGE> 8
(4) This column represents the dollar value of the shares of restricted stock
awarded to the named persons as of the date such shares were awarded. The
awards of restricted stock are made in shares of Class A Special Common
Stock ("Restricted Stock") pursuant to the Company's 1990 Restricted
Stock Plan. Under the awards generally, subject to certain conditions and
restrictions, 15% of the shares awarded vest on January 2 of each of the
first four years following the date of grant, and the remaining 40% vest
on January 2 of the fifth year, provided, however, that each recipient
may elect to defer the portion that vests in any year for five years. The
award to Mr. Brian L. Roberts in 1994 vests 30% on January 2 of the first
year after grant, 15% on January 2 of each of the next two years, and the
balance on the following January 2. The award to Mr. Smith in 1994 vests
in its entirety on January 2 of the first year after grant. At December
31, 1994, the Restricted Stock holdings for Mr. Brodsky were 63,750
shares (with a market value at that date of $1,000,078); for Mr. Brian L.
Roberts were 165,625 shares (with a market value at that date of
$2,598,242); for Mr. Smith were 74,375 shares (with a market value at
that date of $1,166,758); and for Mr. Alchin were 68,625 shares (with a
market value at that date of $1,076,555). Mr. Ralph J. Roberts does not
hold any shares of Restricted Stock. Dividends are not payable and do not
accrue on unvested shares of Restricted Stock.
(5) The number of securities underlying options granted prior to January 12,
1994 have been retroactively adjusted for the three-for-two stock split
in the form of a 50% stock dividend paid on February 2, 1994 to
shareholders of record on January 12, 1994.
(6) Includes (with respect to amounts applicable to 1994): (a) Company
contributions to its 401(k) Retirement-Investment Plan in the amount of
approximately $5,390 for each of the named executive officers; (b) the
dollar value, on a term loan approach, of the benefit of the whole-life
portion of the premiums for split dollar life insurance policies paid by
the Company projected on an actuarial basis (Messrs. Ralph J. Roberts
$3,537,320; Brodsky $728,454; Brian L. Roberts $27,430; Smith $29,885;
and Alchin $31,237), although the Company believes that a more realistic
determination of the economic value of the benefit would be based on an
approach which calculates the time value of money (using the applicable
short-term federal funds rate) of the premiums paid by the Company
through 1994 (Messrs. Ralph J. Roberts $778,495; Brodsky $109,412; Brian
L. Roberts $9,000; Smith $12,128; and Alchin $11,794); (c) Company
payments on behalf of the named executive officers to cover the premiums
attributable to the term life insurance portion of the split dollar life
insurance policies (Messrs. Ralph J. Roberts $338,625; Brodsky $8,076;
Brian L. Roberts $1,223; Smith $1,220; Alchin $1,145); and (d) Company
payments to its long-term disability plan in the amount of $546 for each
of the named executive officers.
In accordance with the terms of the split dollar life insurance policies
referred to above, the Company will recover all of the cumulative
premiums paid by the Company for the whole-life portion of such policies.
STOCK OPTION GRANTS
The following table contains information concerning grants of stock
options under the Company's 1987 Stock Option Plan to the Chief Executive
Officer and to each of the Company's other four most highly compensated
executive officers during 1994. The Company does not have any plan pursuant
to which stock appreciation rights ("SARs") may be granted.
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<PAGE> 9
OPTION GRANTS IN 1994
---------------------
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Terms(1)(2)
--------------------------------------------------------------- ----------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted (#)(4) 1994 ($/Sh) Dates(4) 0% 5% 10%
- ----------------- -------------- -------------- ------------- ------------ ---- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ralph J. Roberts 2,220,000(2) 43% $ 19.1250 (2) $0 $ 16,147,829 $ 37,659,948
Julian A. Brodsky 4,724 * $ 21.1667 01/10/04 $0 $ 62,884 $ 159,360
70,276 1% 21.1667 07/10/04 0 995,154 2,558,490
730,000(2) 14% 19.1250 (2) 0 5,361,526 12,644,193
Brian L. Roberts 4,684(3) * $ 23.2834 01/10/99 $0 $ 17,477 $ 50,614
220,316 4% 21.1667 07/10/04 0 3,119,818 8,020,893
310,000(2) 6% 19.1250 (2) 0 3,369,104 8,429,478
Lawrence S. Smith 5,550 * $ 21.1667 01/10/04 $0 $ 73,879 $ 187,225
69,450 1% 21.1667 07/10/04 0 983,457 2,528,418
125,000(2) 2% 19.1250 (2) 0 1,270,786 3,142,524
John R. Alchin 5,550 * $ 21.1667 01/10/04 $0 $ 73,879 $ 187,225
54,450 1% 21.1667 07/10/04 0 771,047 1,982,324
75,000(2) 1% 19.1250 (2) 0 857,817 2,159,572
All Outstanding
Common Shares (5) N/A N/A N/A N/A $2,032,246,382 $4,892,439,359
</TABLE>
- ------
* Less than one percent of total options granted to employees in 1994.
(1) Illustrates, as to options, value that might be realized upon exercise of
options immediately prior to the expiration of their term, assuming
specified compounded rates of appreciation on the Class A Special Common
Stock over the term of the options, based on the market prices for the Class
A Special Common Stock when the options were granted. The 0%, 5% and 10%
assumed rates of appreciation are not necessarily indicative of future stock
performance. Because the market prices for the Class A Special Common Stock
on the dates options were granted in 1994 exceeded the market prices for
such stock in April 1995, the rates of appreciation required to produce the
illustrated potential realizable values from April 1995 would be
significantly higher. For example, based on a closing market price on April
10, 1995, of $15.625 per share, for options exercisable at $21.1667 per
share and expiring on July 10, 2004, the values shown in the 5% and 10%
columns of the table correspond to annual appreciation at rates of
approximately 9% and 15%, respectively, from April 10, 1995.
(2) These options were granted on March 15, 1994, with exercise prices equal
to the fair market value on the date of grant. These options were granted
on a one-time basis in connection with the termination, as of December
31, 1993, of the Company's discretionary bonus plan, under which the
Company periodically awarded cash bonuses to senior executives exercising
nonqualified stock options in an amount equal to the option holders'
income tax liability upon exercise of the option and receipt of the
bonus. The options so granted entitle the holder to purchase Class A
Special Common Stock equal to approximately 75% of shares issuable under
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<PAGE> 10
the nonqualified options held by such holder on the date of grant, and were
intended to produce after-tax economic benefits equivalent to those
potentially available under the discretionary bonus plan with respect to
appreciation after March 15, 1994. See "Report of the Compensation
Committee and the Subcommittee on Performance-Based Compensation on
Executive Compensation" below. These options vest and expire
proportionately on the vesting and expiration dates of the previously
held options to which they relate. Accordingly, the options so granted to
Mr. Ralph J. Roberts expire on various dates between February 24, 1999
and July 6, 2003; those to Mr. Brodsky and Mr. Brian L. Roberts between
May 12, 1996 and July 10, 2004; those to Mr. Smith between March 25, 2000
and July 10, 2004; and those to Mr. Alchin between July 15, 2000 and July
10, 2004. The potential realizable values shown for such options reflect
their expiration dates.
(3) In accordance with the tax rules governing incentive stock options, these
options were granted at an exercise price equal to 110% of the fair
market value on the date of grant. The options become exercisable into
shares of the Company's Class A Special Common Stock at the rate of 40%
of the shares covered thereby on the second anniversary of the date of
grant, another 20% on each of the third and fourth anniversaries of the
date of grant, and the remaining 20% six months prior to the fifth
anniversary of the date of grant.
(4) All of the options to purchase Class A Special Common Stock were granted
under the Company's 1987 Stock Option Plan. Except as set forth in notes
(2) and (3) above, all options were granted on January 10, 1994, with
exercise prices equal to the fair market value on the date of grant and
generally become exercisable at the rate of 20% of the shares covered
thereby on the second anniversary of the date of grant and the balance in
equal increments over the remaining term of the options. The options that
expire on January 10, 1999 and 2004 are incentive stock options and the
options that expire on July 10, 2004 are nonqualified stock options.
(5) Illustrates the aggregate appreciation in value of all shares of common
stock of the Company outstanding on December 31, 1994, based on the
assumed 5% and 10% rates of appreciation that produced the realizable
values of options granted to executive officers shown in this table
(measured from the dates of grant of the options to their expiration, on
a weighted average basis).
9
<PAGE> 11
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information related to options exercised
during 1994 by the Chief Executive Officer and each of the Company's other
four most highly compensated executive officers during 1994, and the number
and value of options held at December 31, 1994 by such individuals. The
Company does not have any plan pursuant to which SARs may be granted.
AGGREGATED OPTION EXERCISES IN 1994
AND OPTION VALUES AT DECEMBER 31, 1994
--------------------------------------
<TABLE>
<CAPTION>
Number of Securities
Underlying
Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired Dec. 31, 1994 (#) Dec. 31, 1994 ($)
on Value -------------------------------- ---------------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- ------------ ------------ ------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ralph J. Roberts
Class A Special Common
Stock 384,229 $4,674,234 3,647,244 1,534,305 $ 11,597,320 $ 8,297,480
Class B Common Stock - - 303,750 354,375 2,973,659(1) 3,393,819(1)
Julian A. Brodsky
Class A Common Stock - $ - 25,313 50,621 $ 266,677 $ 533,296
Class A Special Common
Stock - - 363,989 1,408,514 1,710,217 5,133,100
Brian L. Roberts
Class A Common Stock - $ - 3,848 3,848 $ 40,545 $ 40,545
Class A Special Common
Stock 7,500 30,625 50,333 695,445 155,462 872,698
Lawrence S. Smith
Class A Special Common
Stock 10,000 $86,389 107,183 322,817 $ 561,780 $ 829,039
John R. Alchin
Class A Special Common
Stock - $ - 33,775 243,212 $ 188,530 $ 591,094
</TABLE>
- ------
(1) Each share of Class B Common Stock is convertible into one share of Class
A Common Stock or Class A Special Common Stock, at the option of the
holder, and entitles the holder to fifteen votes per share. Each record
holder of Class A Common Stock is entitled to one vote per share. The
illustrated value of these options is based on the closing price of a
share of Class A Common Stock on December 31, 1994. In addition, in
accordance with the Compensation Agreement (see "Compensation Agreement
with Chief Executive Officer" elsewhere in this Proxy Statement), Mr.
Roberts is entitled to certain bonuses payable upon exercise of his Class
B options to offset tax liabilities incurred in connection with the
exercise of such options. At December 31, 1994, the Company's potential
liability relating to such bonuses (based upon the market price of the
Class A Common Stock on such date) was approximately $4.7 million and
fluctuates based on the market value of the Company's Class A and Class B
Common Stock. For more detail regarding the bonuses, see "Compensation
Agreement with Chief Executive Officer."
PENSION PLANS
Under the Company's Supplemental Executive Retirement Plan (the "Plan"),
adopted July 31, 1989, supplemental retirement, death and disability benefits
may be paid to or in respect of certain senior executives employed by the
10
<PAGE> 12
Company and its affiliated companies, as selected by the Company's Board of
Directors. The Plan contemplates the payment of various percentages of a
participant's Final Average Compensation (as actuarially reduced, in certain
circumstances and as defined below) in the event that the participant (i) elects
to retire early, after the later of the participant's 55th birthday or 20 years
of service with the Company; (ii) retires at age 65 or after; (iii) suffers a
permanent disability which renders the participant incapable of employment in
the same or a similar occupation; or (iv) dies. A participant may elect a
reduction in lifetime benefits in exchange for the continuation of payments to a
surviving spouse. As of the date of this Proxy Statement, Messrs. Ralph J.
Roberts and Brodsky (who were each credited as of April 1, 1995 with 31 years of
service under the Plan) are the only current employees selected by the Board of
Directors to participate in the Plan.
The following table shows the annual single life annuity retirement
benefit which Messrs. Ralph J. Roberts and Brodsky, respectively, would
receive based on remuneration covered by, and years of service credited
under, the Plan if he had retired on January 1, 1995 at age 65. The benefits
shown below are subject to reduction for Social Security benefits.
PENSION PLAN TABLE
------------------
Final
Average Years of Service
Compensation(1) 30 or More(2)
--------------- ----------------
$300,000 $180,000
400,000 240,000
500,000 300,000
600,000 360,000
700,000 420,000
800,000 480,000
900,000 540,000
- ------
(1) Final Average Compensation equals one-fifth of the total compensation for
the five years preceding retirement. Compensation includes salary, bonus
(including any deferred bonus) and any other supplementary remuneration,
but excludes discretionary payments made to participants to offset tax
liabilities incurred upon the exercise of nonqualified stock options.
(2) This column represents the maximum benefits payable under the Plan.
The Company also has an agreement with Mr. Brodsky pursuant to which he is
entitled to a $30,000 payment each year for 15 years commencing upon his
termination of employment at or after attaining age 65, subject to a vesting
schedule. Any benefits received under this agreement reduce the benefits to
which Mr. Brodsky is entitled under the Plan.
COMPENSATION AGREEMENT WITH CHIEF EXECUTIVE OFFICER
The Company has entered into a Compensation and Deferred Compensation
Agreement and Stock Appreciation Bonus Plan with the Chief Executive Officer
(the "Compensation Agreement"), which was approved by the Company's
shareholders on June 22, 1994.
11
<PAGE> 13
The Compensation Agreement provides that the Chief Executive Officer will
continue to serve as Chairman of the Board of Directors of the Company until
December 31, 1997, and to devote substantially all of his working time to the
Company, on the terms and conditions summarized below. In addition, for a
five year period following termination of the Compensation Agreement, he is
required to perform certain functions, as the Company may request from time
to time, to promote the interests and goodwill of the Company.
Base Salary. The Chief Executive Officer will receive an annual base
salary of $800,000, as adjusted (but never reduced) in order to reflect
increases in the consumer price index.
Split-Dollar Life Insurance. The Compensation Agreement requires the
Company to provide and maintain insurance protection under the Company's
Split-Dollar Life Insurance Plan for the Chief Executive Officer and his
spouse in an amount which represented a total net after-tax cost to the
Company of approximately $6.6 million at the time of implementation of the
Compensation Agreement. Under the Split-Dollar Life Insurance Plan generally,
the Company pays a portion of the annual premiums for joint-and-survivor life
insurance policies for certain senior executive officers, and upon payment of
the policies at death (or in the case of the Chief Executive Officer, of him
and his spouse), the Company recovers all of the cumulative premiums
previously paid by the Company for the whole- life portion of such policies.
The Company will also continue to pay the Chief Executive Officer an annual
cash bonus in an amount equal to the portion of the annual premium for such
life insurance protection that he is required to pay under the Split-Dollar
Life Insurance Plan, i.e., the portion of the premium representing the cost
of term insurance; in addition, for the insurance required to be maintained
under the Compensation Agreement the Company will increase the bonus by an
amount sufficient to pay any income tax liability incurred in connection with
payment of the bonus (collectively, the "Split-Dollar Bonus").
Tax Grossed-Up Bonus and Stock Appreciation Bonus. The Company will pay
mandatory cash bonuses to the Chief Executive Officer to offset income tax
liability on certain of the income recognized upon exercise of his current
nonqualified stock options for Class B Common Stock of the Company, to the
extent such income is recognized due to appreciation in the value of such
stock prior to September 9, 1993, the date of the Compensation Agreement (the
"Tax Grossed-Up Bonus"), and a separate stock appreciation bonus essentially
duplicating the Tax Grossed-Up Bonus for appreciation subsequent to the date
of the Compensation Agreement, subject to a maximum of 125% of the
appreciation of the Class A Common Stock in excess of $20.583 per share times
the number of options for Class B Common Stock exercised (the "Stock
Appreciation Bonus"). The requirement that the Company pay a Tax Grossed-Up
Bonus or Stock Appreciation Bonus will apply notwithstanding termination of
the Company's discretionary bonus plan effective December 31, 1993.
Stock Option Grants. The Compensation Agreement provides for the award to
the Chief Executive Officer of nonqualified options to purchase 2,220,000
shares of the Company's Class A Special Common Stock at the closing market
price for such stock on March 15, 1994. This one-time option grant represents
approximately 75% of the unexercised nonqualified options to purchase Class A
Special Common Stock previously awarded to him, and the new options generally
vest and expire at the same times as, and in proportion to, the vesting and
expiration dates of the previously outstanding options. The purpose of the
special option grant in the Compensation Agreement is to replace, in part,
the potential benefits provided by the Company's terminated discretionary
bonus plan.
12
<PAGE> 14
The Compensation Agreement provides that the Chief Executive Officer will not
receive further option grants through December 31, 1995. The Compensation
Agreement also provides that the Company will consider means of replacing the
potential benefits represented by the terminated discretionary bonus plan with
respect to the appreciation through March 15, 1994, in the options for Class A
Special Common Stock previously awarded to Mr. Roberts, taking into account the
financial position of the Company and the tax deductibility of any such
payments. See "Report of the Compensation Committee and the Subcommittee on
Performance-Based Compensation on Executive Compensation."
Termination. The Compensation Agreement will terminate upon the Chief
Executive Officer's death, at the Company's option upon his disability, or
for cause (as such terms are defined in the Compensation Agreement) upon a
vote of not less than two-thirds of the entire membership of the Company's
Board of Directors. If his employment is terminated by reason of his death or
disability, the Company shall continue to pay his annual base salary on a
monthly basis to him or his spouse, during their lifetimes, for a maximum of
five years, and the Split-Dollar Bonus, the Stock Appreciation Bonus, and the
Tax Grossed-Up Bonus will continue to be payable. In the event of death, all
of his outstanding options will vest fully and remain exercisable for their
remaining terms. If his employment is terminated by the Company in violation
of the Compensation Agreement, he shall remain entitled to substantially all
of the benefits under the Compensation Agreement.
13
<PAGE> 15
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
cumulative total shareholder return on each of the Company's Class A Common
Stock and Class A Special Common Stock during the five years ended December
31, 1994 with the cumulative total return on the Standard & Poor's 500 Stock
Index and with a selected peer group consisting of the Company and five other
companies engaged in the cable communications industry: Cablevision Systems
Corporation (Class A); Jones Intercable, Inc.; TCA Cable TV, Inc.;
Tele-Communications, Inc. (Class A); and Time Warner, Inc. The comparison
assumes $100 was invested on December 31, 1989 in the Company's Class A
Common Stock and Class A Special Common Stock and in each of the foregoing
indices and assumes the reinvestment of dividends.
Comparison of Five Year Cumulative Total Return
250 |----------------------------------------------------------------------|
| |
| *@$ |
| |
200 |----------------------------------------------------------------------|
| @ |
| |
| |
150 |-----------------------------------------@------------#------------$#-|
| * |
| # # |
| @ *$ |
100 |-*-$-@-#--------#-------------*-$-------------------------------------|
| *$ |
| @ |
| |
50 |---|------------|-----------|------------|-----------|-------------|--|
1989 1990 1991 1992 1993 1994
Comcast Class A = * Comcast Class A Special = $
S&P = # Industry Group = @
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Comcast Class A 79.14 101.89 118.89 224.37 143.01
------------------------------------------------------------------------------------------------------------
Comcast Class A Special 80.04 104.31 114.73 229.15 150.60
------------------------------------------------------------------------------------------------------------
S&P 500 96.89 126.42 136.05 149.76 151.74
------------------------------------------------------------------------------------------------------------
Industry Group 72.06 117.72 149.17 228.90 171.65
------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE> 16
REPORT OF THE COMPENSATION COMMITTEE AND THE SUBCOMMITTEE ON
PERFORMANCE-BASED COMPENSATION ON EXECUTIVE COMPENSATION
Compensation Policy. The Compensation Committee (the "Compensation
Committee") is responsible for making recommendations to the Board of
Directors on executive compensation. The Subcommittee on Performance-Based
Compensation (the "Compensation Subcommittee") is responsible for
establishing performance-based criteria and goals for compensation to senior
executives and, beginning in 1994, for administering the Company's 1987 Stock
Option Plan, the 1990 Restricted Stock Plan and bonus plans. As used in this
Report, the term "Committee" shall refer to the Compensation Committee and
the Compensation Subcommittee, regardless of whether they acted separately or
together.
The goal of the Committee is to attract and retain highly qualified
executive officers and key employees in an effort to enhance shareholder
value. The Company attempts to realize these goals by providing competitive
compensation and permitting executive officers to take an ownership stake in
the Company commensurate with their relative levels of seniority and
responsibilities. The members of the Compensation Committee and the
Compensation Subcommittee are disinterested non-employee directors and the
members of the Compensation Subcommittee are "outside directors" (as defined
in Section 162(m) of the Internal Revenue Code).
Each year the Committee conducts a full review of the Company's executive
compensation, except for the compensation of the Chief Executive Officer,
which is determined under the Compensation Agreement. In 1993, this review
included a comprehensive report from an independent compensation consultant
which prepared a competitive analysis/survey of the Company's executive
compensation program in comparison to programs maintained by approximately 85
media companies, including 20 substantial competitors in the cable industry.
These companies represent a broad sampling of the Company's most direct
competitors for executive talent and include the principal companies included
in the peer group index in the Stock Performance Graph included elsewhere in
this Proxy Statement. In light of the nature of their responsibilities,
particularly the fact that the executive officers have overall corporate
policy making, management and administrative responsibilities and are not
directly responsible for the operating units of the Company, a key factor in
the Committee's assessment of such officers is the Company's overall
performance.
The principal forms of executive compensation in 1994 were base salary,
stock options, restricted stock awards, and split-dollar (whole) life
insurance policies. The Company seeks to achieve a mix of these various forms
of compensation which will properly compensate and motivate its executives on
an individual basis and commensurate with their relative levels of seniority
and responsibility.
As discussed below, the Committee considers a variety of factors in
arriving at the compensation paid to the Company's executive officers other
than the Chief Executive Officer. No specific weighting was assigned by the
Committee to any of the factors considered in determining the remuneration
paid to the named executive officers for 1994.
Base Salary. The Company's philosophy with respect to setting base salary
is to compensate its executive officers with reasonable current income. In
1994, base salary for the executive officers was generally at or below the
median of total salary and annual cash incentive compensation for executive
15
<PAGE> 17
officers in comparable positions at peer companies, as confirmed by the
independent compensation consultant retained by the Company, in order to
place a greater emphasis on equity-based incentive compensation. The bonuses
paid to executive officers (other than the Chief Executive Officer and Mr.
Brodsky) in 1994 related to termination of the Company's discretionary bonus
plan, as discussed below, and were not a departure from the Company's
traditional practice of relying on base salary and long-term equity-based
incentives. In the future, based on the recommendation of the Company's
compensation consultants, the Committee intends to explore various means,
besides the stock option grants and restricted stock awards heretofore used,
of providing performance-based annual or long- term compensation to executive
officers (other than the Chief Executive Officer).
Equity-Based Incentive Compensation. The Company's equity-based incentive
compensation is in the form of stock option grants and restricted stock
awards. In 1994, consistent with its overall compensation policy, the
Committee emphasized equity-based incentives to each of the named executive
officers. The Committee believes that reliance upon such incentives is
advantageous to the Company because it fosters a long-term commitment by the
recipients to the Company and motivates these executives to seek to improve
the long-term market performance of the Company's stock. Stock options
produce value to executives only if the price of the Company's stock
appreciates, thereby directly linking the interests of the executives with
those of its shareholders.
The stock options granted in January 1994 and the shares of restricted
stock awarded in March 1994 were based on the level of the respective
executive's position and the level of such compensation paid to officers at
comparably sized public companies in the media industry. The size of previous
option grants and restricted stock awards and the number of options or
restricted shares held by an executive is not taken into account in
determining the number of options or shares of restricted stock awarded,
except in connection with the special option grants in March 1994 in
connection with termination of the discretionary bonus plan, which grants
were based on the number of unexercised, nonqualified options held by the
recipients on the date of grant, see "Effect of Internal Revenue Code Section
162(m)" below. The options granted in 1994 generally vest 20% on the second
anniversary of the date of grant and the balance in equal increments over the
remaining term of the options, except that options granted to replace the
potential benefits under the discretionary bonus plan vest in proportion to
the vesting of previously granted nonqualified options.
In determining that the levels of the equity-based incentive compensation
were appropriate and reasonable in 1994, the Committee reviewed the
competitive analysis conducted by the independent compensation consultant
which stated that such compensation on the average was consistent with
opportunities within the 75th percentile of such companies.
Compensation of Chief Executive Officer. The Chief Executive Officer's
compensation for 1994 was determined under the terms of the Compensation
Agreement. The Compensation Agreement was entered into effective September 9,
1993, as amended March 16, 1994, and approved by shareholders at the annual
meeting of shareholders on June 22, 1994. See "Compensation Agreement with
Chief Executive Officer."
Effect of Internal Revenue Code Section 162(m). Effective January 1, 1994,
Section 162(m) of the Internal Revenue Code provides that certain
compensation in excess of $1.0 million paid to the chief executive officer
and the four most highly compensated executive officers of a public company
(determined as of the last day of the company's tax year) will not be
deductible for federal income tax purposes.
16
<PAGE> 18
The Committee is engaged in an ongoing review of the Company's
compensation practices for purposes of obtaining the maximum continued
deductibility of compensation paid by the Company consistent with its
existing commitments and ongoing competitive needs. Certain forms of
compensation are not included in determining whether the $1.0 million limit
under Section 162(m) has been exceeded, such as certain "performance based"
compensation adopted by a committee of at least two outside directors and
approved by shareholders, compensation paid under binding written contracts
(including nonqualified stock options) in effect prior to the proposal of the
new provision, and compensation paid pursuant to certain plans approved by
shareholders prior to enactment of the new provision. These forms of
compensation continue to be deductible without regard to Section 162(m). In
general, compensation pursuant to nonqualified options granted to date under
the Company's 1987 Stock Option Plan will continue to be deductible for
federal income tax purposes when the options are exercised.
Certain compensation was awarded during 1994 after consideration of the
termination of a plan (approved by shareholders on September 17, 1986) under
which the Board of Directors had discretion to award cash bonuses to
employees or directors exercising nonqualified options to reimburse such
persons for the income taxes payable by them upon exercise of the options and
receipt of the bonus. The Committee determined that the discretionary bonus
plan did not come within any of the exceptions to Section 162(m), and that if
bonuses were to be awarded under such plan in 1994 or thereafter, they might
not be deductible. In addition, in light of the appreciation in the Company's
Common Stock over the period 1987-1993, the Board determined that
continuation of the bonus plan could impose significant cash burdens on the
Company in future years. Accordingly, the Board of Directors terminated the
discretionary bonus plan as of December 31, 1993.
In an effort to replace the potential benefits provided by the Company's
terminated discretionary bonus plan, two types of compensation were awarded
to senior executive officers in 1994. On March 15, 1994, the Committee
granted to its executive officers, including the Chief Executive Officer,
additional nonqualified options, subject to the execution by certain of such
persons of a non-competition agreement. Such awards were approximately equal
to 75% of the shares issuable under the unexercised nonqualified options held
by such persons on the date of grant, and vest and expire proportionately to
and on the same dates as the previously awarded options. The options so
awarded, if exercised at the same times as the options previously awarded to
such officers, will provide after-tax compensation approximately equal to the
potential compensation that would have been available under the discretionary
bonus plan with respect to any appreciation in the previously awarded options
over the levels on March 15, 1994. The Committee also awarded lump-sum
bonuses, or, in the cases of the Chief Executive Officer and Mr. Brodsky,
additional split-dollar life insurance benefits, in an amount generally
calculated to produce the same after-tax cost to the Company as the potential
benefits under the terminated discretionary cash bonus plan with respect to
appreciation in such persons' previously awarded nonqualified options prior
to March 15, 1994. Such additional split-dollar insurance benefits generally
correspond to the benefits subject to the Compensation Agreement, except that
they include for the Chief Executive Officer an additional bonus to offset
federal gift taxes on the portion of the annual insurance premiums
representing the cost of term insurance, which are imposed because the Chief
Executive Officer's life insurance benefits would be received by a trust for
the benefit of his children. The Company's compensation consultants advised
the Committee that its actions terminating the discretionary bonus plan and
awarding the compensation described above were appropriate and reasonable.
17
<PAGE> 19
With respect to the Compensation Agreement, a portion of the compensation
paid to the Chief Executive Officer will not or may not be deductible under
Section 162(m) to the extent it is paid during the course of his employment
as an executive officer of the Company. The nonexempt cash compensation for
federal income tax purposes in 1994 and future years, including the portion
of the additional split-dollar life insurance benefits that is taken into
account currently for tax purposes, is expected to exceed $1.0 million (by
approximately $400,000 in 1994). In addition, the Compensation Agreement
provides for payment of a mandatory Tax Grossed-Up Bonus upon exercise of any
of the Chief Executive Officer's options to acquire Class B Common Stock of
the Company, which, if paid during the course of his employment as one of the
five most highly paid executive officers of the Company, would not be
deductible under Section 162(m). See "Compensation Agreement with Chief
Executive Officer."
The Committee determined to provide the above-described compensation
regardless of its nondeductibility or potential nondeductibility, based on,
among other things (1) its determination of a fair and competitive
compensation level for the Chief Executive Officer taking into account his
unique and invaluable contributions to the Company over the course of the
Company's history, (2) the benefits to the Company if the Chief Executive
Officer's incentive to retain Class B Common Stock obtained upon exercise of
options is maximized, (3) the relatively minimal effect on the Company of
forgoing deductibility of the specific annual compensation (other than the
Tax Grossed-Up Bonus) in excess of $1.0 million, and (4) the possibility that
the Tax Grossed-Up Bonus would not be required to be paid at a time when
payment would be nondeductible. In addition, the Committee believes that the
Company's bonus plan, despite technically failing to come within any of the
exceptions to Section 162(m)'s nondeductibility rule, represented an
appropriate potential benefit to him based on appreciation in the Company's
stock subsequent to the dates on which the Chief Executive Officer was
awarded nonqualified options. In entering into the Compensation Agreement, it
determined not to deprive him of the opportunity to receive such compensation
in connection with exercise of his options to purchase Class B Common Stock
solely because of the possibility that all or a portion of such benefit would
not be deductible for federal income tax purposes.
MEMBERS OF THE COMPENSATION COMMITTEE
Gustave G. Amsterdam (Chairman)*
Sheldon M. Bonovitz
Joseph L. Castle*
* Members of the Subcommittee
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who is not an employee of the
Company (a "non-employee director") receives an annual fee of $20,000, plus
$1,500 for each meeting of the Board of Directors attended and $750 for each
meeting of any committee of the Board of Directors attended which is not held
in conjunction with a meeting of the Board of Directors. In addition, any
outside director who serves as the chairperson of a committee of the Board of
18
<PAGE> 20
Directors receives an annual fee of $1,000. Each director is also reimbursed
for incidental travel expenses for meetings attended. Mr. Amsterdam also
receives $750 as compensation for each meeting attended as the designee of
the Board of Directors on a committee of the Company's management.
The Company's 1987 Stock Option Plan provides that each non-employee
director will be granted annually, on each February 1, an option to purchase
5,400 shares of Class A Special Common Stock (except that the first such
grant to a new non-employee director will be an option to purchase 9,000
shares) at an exercise price per share equal to the fair market value of a
share of Class A Special Common Stock on the date of grant. Each such option
becomes exercisable six months after the date of grant and generally expires
five years from the date of grant.
In connection with termination of the discretionary bonus plan, the Board of
Directors authorized a one-time, lump sum contribution to the Company's deferred
compensation plan account of each non-employee director in an amount
approximately equal to the appreciation in the unexercised nonqualified options
held by such director at the time of termination of the discretionary bonus
plan. Such payment was intended to replace the potential benefits available
under the discretionary bonus plan, and was based on the recommendation of the
Company's compensation consultants. The amounts awarded were $239,250 to Messrs.
Amsterdam, Bonovitz, Castle, and Watson, $153,000 to Ms. Wexler, and none to
Messrs. Aaron and Wechsler. During 1994, Mr. Castle also received $9,587
pursuant to payment of a bonus awarded in 1993 under the discretionary bonus
plan.
Mr. Daniel Aaron, a director of the Company and its former Vice Chairman
of the Board of Directors, serves as a consultant to the Company on an as
needed basis. Pursuant to this arrangement, Mr. Aaron received $84,375 during
1994. During 1994, Mr. Aaron also entered into an arrangement with the
Company whereby he exchanged an account under the Company's deferred
compensation plan, in the amount of approximately $909,000, accrued
principally while he was a full-time executive officer of the Company, for
benefits with an equivalent after-tax cost to the Company, on a present value
basis, under the Company's Split-Dollar Life Insurance Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Ralph J. Roberts, Brodsky and Brian L. Roberts, none of whom serve
on the Compensation Committee of the Company, are also executive officers and
directors of Storer Communications, Inc., Comcast UK Cable Partners Limited,
and Cablevision Investment of Detroit, Inc., each a subsidiary of the
Company, and in such capacities have participated in decisions regarding the
compensation of executive officers of the respective corporations. Messrs.
Ralph J. Roberts, Brodsky and Brian L. Roberts do not, however, receive any
additional compensation for serving as such executive officers or directors.
Mr. Brian L. Roberts is the son of Mr. Ralph J. Roberts.
Mr. Bonovitz, a member of the Compensation Committee, is a partner in the
law firm of Duane, Morris & Heckscher, which provides services to the Company
from time to time.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, the shareholders will elect ten directors to hold office
for the ensuing year and until their respective successors have been duly
elected and qualified. Should any one or more of these nominees become
19
<PAGE> 21
unavailable to accept nomination or election as a director, the persons named in
the enclosed proxy will vote the shares which they represent for the election of
such other persons as the Board of Directors may recommend, unless the Board of
Directors reduces the number of directors. Each of the nominees currently is
serving as a director of the Company.
The following sets forth certain information about each nominee:
Ralph J. Roberts, 75, has served as a director and Chairman of the Board
of Directors of the Company for more than five years. He is the President and
a director of Sural. Mr. Roberts devotes a major portion of his time to the
business and affairs of the Company. Mr. Roberts is also a director of Storer
Communications, Inc., Comcast UK Cable Partners Limited, and Cablevision
Investment of Detroit, Inc.
Julian A. Brodsky, 61, has served as a director and Vice Chairman of the
Board of Directors of the Company for more than five years. He serves as
Treasurer and a director of Sural. Mr. Brodsky devotes a major portion of his
time to the business and affairs of the Company. He is also a director of
Nextel Communications, Inc., Storer Communications, Inc., RBB Fund, Inc.,
Comcast UK Cable Partners Limited, and Cablevision Investment of Detroit,
Inc.
Brian L. Roberts, 35, has served as President of the Company and a
director for more than five years. Mr. Roberts serves as Vice President and a
director of Sural. Mr. Roberts devotes a major portion of his time to the
business and affairs of the Company. Mr. Roberts is the son of Mr. Ralph J.
Roberts. Mr. Roberts is also a director of Turner Broadcasting System, Inc.,
Storer Communications, Inc., Comcast UK Cable Partners Limited, and
Cablevision Investment of Detroit, Inc.
Daniel Aaron, 69, has served as a director of the Company for more than
five years. He served as Vice Chairman of the Board of Directors for more
than five years until his retirement in February 1991. He continues to serve
as a consultant to the Company.
Gustave G. Amsterdam, 86, has been a director of the Company for more than
five years. Mr. Amsterdam was, for more than five years before his
retirement, Chairman of the Board of Bankers Securities Corporation, a
mercantile, real estate management and operating company.
Sheldon M. Bonovitz, 58, has been a director of the Company for more than
five years. Mr. Bonovitz has been a partner specializing in tax matters with
the law firm of Duane, Morris & Heckscher for more than five years. Mr.
Bonovitz is a nephew by marriage of Ralph J. Roberts and a cousin by marriage
of Brian L. Roberts. Mr. Bonovitz is also a director of Castle Energy
Corporation and Surgical Laser Technologies, Inc.
Joseph L. Castle, II, 62, has been a director of the Company for more than
five years. Mr. Castle has been, for more than five years, a financial
consultant and is the Chairman and Chief Executive Officer and a director of
Castle Energy Corporation, an independent oil and gas refining, exploration
and production company which also manages oil and gas limited partnerships.
Mr. Castle is also a director of Reading Company, Charming Shoppes, Inc.,
Independence Capital Management, Inc., a subsidiary of Penn Mutual Life
Insurance Company, Inc. and Marks Center Trust.
Bernard C. Watson, 67, has been a director of the Company for more than
five years. Dr. Watson has been President and Chief Executive Officer of the
William Penn Foundation for more than five years. Dr. Watson also serves as a
director of First Fidelity Bancorporation and First Fidelity Bank.
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Irving A. Wechsler, 74, has been a director of the Company for more than
five years. Mr. Wechsler has been, for more than five years, a partner in the
firm of Wechsler, Wolsh and Associates, Certified Public Accountants, in
Pittsburgh, Pennsylvania.
Anne Wexler, 65, has been a director of the Company since March 1991 and
has been Chairman of the Wexler Group, a consulting firm specializing in
government relations and public affairs, which is an operating unit of Hill
and Knowlton Public Affairs Worldwide, for more than five years. The Wexler
Group and Hill and Knowlton Public Affairs Worldwide provide services to the
Company and received payments for such services from the Company of
approximately $329,000 in 1994. Ms. Wexler is also a director of Alumax,
Inc., The Continental Corporation, The Dreyfus Corporation Index Funds, The
Dreyfus Corporation Mutual Funds, New England Electric System, and Nova
Corporation.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has an Executive Committee, an Audit Committee, a
Compensation Committee and a Nominating Committee, of the Board of Directors.
The Compensation Committee has a Subcommittee on Performance-Based
Compensation.
Messrs. Ralph J. Roberts (Chairman), Amsterdam and Bonovitz serve as
members of the Executive Committee, which held eight meetings during 1994.
The Committee acts for the directors in the intervals between meetings of the
Board.
Messrs. Amsterdam, Bonovitz, Castle, Watson and Wechsler (Chairman) serve
as members of the Audit Committee, which held three meetings during 1994. The
Committee meets with the Company's independent public accountants, counsel,
internal audit department and management to discuss the scope and results of
the annual audit, internal accounting procedures and certain other questions
of accounting policy.
Messrs. Amsterdam (Chairman), Bonovitz and Castle serve as members of the
Compensation Committee, which held four formal meetings during 1994. The
Committee considers and determines all compensation matters relating to the
Company's executive officers (other than matters which are handled by the
Subcommittee as described below). Messrs. Amsterdam and Castle serve as
members of the Subcommittee on Performance-Based Compensation, which held
four meetings during 1994. The Subcommittee's functions include
administrating the Company's stock option, restricted stock and bonus plans
and establishing performance-based criteria and goals for compensation to
senior executive officers.
Messrs. Aaron, Castle and Watson and Ms. Wexler (Chairperson) serve as
members of the Nominating Committee, which met one time during 1994. The
Committee reviews the size and composition of the Board of Directors and is
responsible for recommending nominees to serve on the Board of Directors. In
carrying out its responsibilities, the Nominating Committee will consider
candidates recommended by other directors, employees and shareholders.
Written suggestions for candidates to serve as directors if nominated and
elected should be sent to the President of the Company at Comcast
Corporation, 1500 Market Street, Philadelphia, Pennsylvania 19102-2148. The
Company's By-laws require that written notice of the intent to make a
nomination at a meeting of shareholders must be received by the President
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of the Company (a) with respect to an election to be held at an annual meeting,
not less than 90 days in advance of the date which is the one year anniversary
of the prior year's annual meeting of shareholders, and (b) with respect to an
election to be held at a special meeting, the close of business on the seventh
day following the day on which notice of a special meeting of shareholders for
the election of directors is given to shareholders. The notice must contain: (a)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of the Company's stock entitled to vote at the
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated, by the Board of Directors; and (e) the consent of
each nominee to serve as a director of the Company if so elected.
The Board of Directors held seven meetings in 1994. No member of the Board
of Directors attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by
all committees of the Board of Directors on which such director served.
PROPOSAL TWO
APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO PROVIDE THAT FUTURE AMENDMENTS
SHALL BE ADOPTED BY A MAJORITY OF VOTES CAST
The Board of Directors, by unanimous vote, has approved a proposal to
amend the Articles of Incorporation of the Company to provide that amendments
of such Articles of Incorporation may be adopted by a majority of the votes
cast by the holders of the class or classes of shares entitled to vote
thereon.
Currently, Article 5(f) of the Company's Articles of Incorporation
provides that the Articles may be amended by a resolution of the Board of
Directors and the affirmative vote of the shareholders entitled to cast at
least a majority of the votes which all shareholders are entitled to cast
thereon. If no class vote is required with respect to an amendment, the Class
A Common Stock and the Class B Common Stock vote as a single class, with each
share of Class A Common Stock entitled to one vote and each share of Class B
Common Stock entitled to fifteen votes. Where a class vote is required by
Article 5(f) or applicable law, Article 5(f) currently provides that the
affirmative vote of the holders or at least a majority of the outstanding
shares of each of Class A Common Stock, Class A Special Common Stock, and
Class B Common Stock, voting as separate classes, is required for approval.
The current provisions of Article 5(f), in requiring amendments to the
Articles to be approved by an absolute majority of outstanding shares
entitled to vote, conformed to the requirements of Sections 804 and 805 of
the Pennsylvania Business Corporation Law prior to the comprehensive revision
of the Pennsylvania Business Corporation Law in 1988. The 1988 revision of the
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Pennsylvania Business Corporation Law, as amended to date (the "1988 BCL"),
provides in Section 1914 that a majority of the votes actually cast (provided
a quorum is present at the relevant meeting) is sufficient to approve an
amendment to a corporation's articles, unless the corporation's articles or
another provision of the 1988 BCL requires a greater vote.
To the extent that all shares entitled to vote are not present at a
meeting, or shareholders abstain from voting, under the current provisions of
Article 5(f), an amendment to the Company's Articles of Incorporation may
fail to be adopted despite receiving a majority of the votes cast at a
properly constituted shareholders meeting. Depending on the number of shares
present at a meeting, a proposed amendment that attracted no more than token
shareholder opposition might fail to be adopted.
The Board of Directors determined that the provisions of the 1988 BCL more
closely reflected the Board of Directors' view of appropriate corporate
democracy than the current provisions of Article 5(f). The Board of Directors
believes that, unless a greater vote is required by law, an amendment adopted
by the Board of Directors and approved by a majority vote of the shareholders
entitled to vote thereon should be effective. In addition, the current
provisions of Article 5(f) have the potential to require unnecessary
corporate expense in connection with soliciting a greater number of
affirmative votes to approve an amendment than would otherwise be required
under the 1988 BCL.
Accordingly, the Board of Directors has approved a resolution amending
Article 5(f) to read in its entirety as follows (with new language
indicated):
Each and any provision of the Articles of Incorporation of this
Corporation may from time to time, when and as desired, be amended by a
resolution of the Board of Directors and the affirmative vote OF A
MAJORITY OF THE VOTES CAST BY ALL SHAREHOLDERS ENTITLED TO VOTE THEREON,
as determined in accordance with the provisions of paragraph (a) of this
Article Five, so that each share of Class A Common Stock shall entitle
the holder thereof to one (1) vote and each share of Class B Common Stock
shall entitle the holder thereof to fifteen (15) votes. There shall be no
class voting on any such amendment or on any other matter except with
respect to certain amendments to the Articles of Incorporation regarding
conversion rights of Class B Common Stock as set forth in paragraph (d)
of this Article Five or as shall be required by applicable law, in which
such case there shall be required the affirmative vote OF A MAJORITY OF
THE VOTES CAST BY THE HOLDERS OF THE OUTSTANDING SHARES of each of Class
A Common Stock, Class A Special Common Stock and Class B Common Stock,
voting as separate classes.
The Board of Directors is submitting such amendment to the Company's
shareholders under the existing terms of Article 5(f). Accordingly, because
the second sentence of Article 5(f) affects the separate rights of each class
of stock on matters requiring a class vote, the affirmative vote of the
holders of at least a majority of the outstanding shares of each of the Class
A Common Stock, Class A Special Common Stock, and Class B Common Stock,
voting as separate classes, is required to approve the proposed amendment.
Each share of Class A Special Common Stock is entitled to one vote in
connection with the separate class vote of the Class A Special Common Stock
on such proposed amendment, notwithstanding that the Class A Special Common
Stock is not generally entitled to vote on matters submitted to the Company's
shareholders, and is not otherwise entitled to vote at the 1995 Annual
Meeting.
23
<PAGE> 25
The Board of Directors has no plans at this time to propose further
amendments to the Company's Articles of Incorporation, whether or not
requiring a class vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE SHAREHOLDERS VOTE "FOR"
THE AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION.
PROPOSAL THREE
TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the shareholders, the Board of Directors, upon the
recommendation of the Audit Committee, has appointed the firm of Deloitte &
Touche LLP, which served as the Company's independent auditors for the last
fiscal year, to serve as the Company's independent auditors with respect to
the consolidated financial statements of the Company and its subsidiaries for
the current fiscal year.
A representative of Deloitte & Touche LLP is expected to be present at the
meeting and will have the opportunity to make a statement if he or she
desires to do so. The representative is also expected to be available to
respond to appropriate questions of shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE ABOVE PROPOSAL.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting
of Shareholders in 1996 must be received by January 20, 1996 in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Shareholder proposals should be directed to Stanley
Wang, Senior Vice President and Secretary, at the address of the Company set
forth on the first page of this Proxy Statement. Notwithstanding the
foregoing, shareholders with suggestions on the nomination of directors must
comply with the procedures set forth under the caption "Committees and
Meetings of the Board of Directors."
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board
of Directors of the Company. The expenses of solicitation of proxies for the
meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or
telegraph by directors, officers or regular employees of the Company or its
subsidiaries. The Company has also retained Georgeson & Co. Inc.
("Georgeson") to assist in the solicitation of proxies as described above.
Georgeson will receive a fee from the Company of $6,000 for its services,
plus reimbursement of its out-of-pocket expenses. The Company and Georgeson
intend to request persons holding stock in their name or custody, or in the
name of nominees, to send proxy materials to their principals and to request
authority for the execution of the proxies, and the Company will reimburse
such persons for their expense in so doing.
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<PAGE> 26
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST
RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO INVESTOR
RELATIONS, AT THE ADDRESS OF THE COMPANY SET FORTH ON THE FIRST PAGE OF THIS
PROXY STATEMENT.
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<PAGE> 27
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF COMCAST CORPORATION
The undersigned, a holder of Class A Common Stock of COMCAST CORPORATION,
hereby constitutes and appoints RALPH J. ROBERTS and STANLEY WANG, and each
of them acting individually, as the attorney and proxy of the undersigned,
with full power of substitution, for and in the name and stead of the
undersigned, to attend the Annual Meeting of Shareholders of the Company to
be held on Wednesday, June 21, 1995 at 9:00 a.m., at the offices of the
Company, 1500 Market Street, 33rd Floor, Philadelphia, Pennsylvania, and any
adjournment or postponement thereof, and thereat to vote all shares of CLASS
A COMMON STOCK which the undersigned would be entitled to vote if personally
present, as follows:
1. [ ] FOR all ten nominees for director listed below.
[ ] WITHHOLD AUTHORITY to vote for all ten nominees for director listed
below.
[ ] FOR all ten nominees for director listed below, EXCEPT WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) WHOSE NAME(S) IS (ARE)
LINED THROUGH. Nominees: Ralph J. Roberts, Julian A. Brodsky,
Brian L. Roberts, Daniel Aaron, Gustave G. Amsterdam, Sheldon M.
Bonovitz, Joseph L. Castle, II, Bernard C. Watson, Irving A. Wechsler,
and Anne Wexler.
2. To approve the amendment to the Company's Articles of Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To vote on such other business which may properly come before the meeting.
Unless otherwise specified, the shares will be voted "FOR" the election of
all ten nominees for director and "FOR" the other proposals set forth above.
This Proxy also delegates discretionary authority to vote with respect to any
other business which may properly come before the meeting and any adjournment
or postponement thereof.
(Please sign and date on reverse side)
<PAGE> 28
(Continued from other side)
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING, PROXY STATEMENT AND ANNUAL REPORT OF COMCAST CORPORATION.
Date: _________________________, 1995
_____________________________________
Signature of Shareholder
_____________________________________
Signature of Shareholder
NOTE: Please sign this Proxy exactly as
name(s) appear(s) in address. When
signing as attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such, and if
signer is a corporation, please sign
with full corporate name by duly
authorized officer or officers and
affix the corporate seal. When stock is
issued in the name of two or more
persons, all such persons should sign.
PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
<PAGE> 29
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF COMCAST CORPORATION
The undersigned, a holder of Class A Special Common Stock of COMCAST
CORPORATION, hereby constitutes and appoints RALPH J. ROBERTS and STANLEY
WANG, and each of them acting individually, as the attorney and proxy of the
undersigned, with full power of substitution, for and in the name and stead
of the undersigned, to attend the Annual Meeting of Shareholders of the
Company to be held on Wednesday, June 21, 1995 at 9:00 a.m., at the offices
of the Company, 1500 Market Street, 33rd Floor, Philadelphia, Pennsylvania,
and any adjournment or postponement thereof, and thereat to vote all shares
of CLASS A SPECIAL COMMON STOCK which the undersigned would be entitled to
vote if personally present, as follows:
1. To approve the amendment to the Company's Articles of Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Unless otherwise specified, the shares will be voted "FOR" the proposal
set forth above. This Proxy also delegates discretionary authority to vote
with respect to any other business which may properly come before the meeting
and any adjournment or postponement thereof.
(Please sign and date on reverse side)
<PAGE> 30
(Continued from other side)
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING, PROXY STATEMENT AND ANNUAL REPORT OF COMCAST CORPORATION.
Date: _________________________, 1995
_____________________________________
Signature of Shareholder
_____________________________________
Signature of Shareholder
NOTE: Please sign this Proxy exactly as
name(s) appear(s) in address. When
signing as attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such, and if
signer is a corporation, please sign
with full corporate name by duly
authorized officer or officers and
affix the corporate seal. When stock is
issued in the name of two or more
persons, all such persons should sign.
PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
