<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
---
COMCAST CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, $1.00 PAR VALUE
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(Title of Class of Securities)
200 30010 1
-------------------------------
(CUSIP Number)
WOLF, BLOCK, SCHORR AND SOLIS COHEN
Twelfth Floor Packard Building
Philadelphia, PA 19102
Attention: Mark K. Kessler, Esquire
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 28, 1995 (See Item 4)
-------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person : (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this Statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE>
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 39 Pages
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 2 of 39 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RALPH J. ROBERTS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
SHARES 11,507,232
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
11,507,232
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,507,232
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8% (treating 556,875 shares of convertible Class B Common Stock<PAGE>
<PAGE>
which are subject to options and the 8,786,250 shares of convertible
Class B Common Stock held by Sural Corporation as outstanding shares
of Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 3 of 39 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SURAL CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
SHARES 10,631,287
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8 SHARE VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
10,631,287
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,631,287
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2% (treating the 8,786,250 shares of convertible Class B Common
stock held by Sural Corporation as outstanding shares of Class A
Common Stock)
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<PAGE>
<PAGE>
14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP No. 200 30010 1 Page 4 of 39 Pages
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Item 1 Security and Issuer
- ------ -------------------
This statement relates to the Class A Common Stock, $1.00 par value
("Class A Common Stock"), of Comcast Corporation ("Comcast"), a
Pennsylvania corporation with its principal executive offices at 1500
Market Street, Philadelphia, Pennsylvania 19102.
Item 2 Identity and Background
- ------ -----------------------
(a) This statement is being filed by
(i) Ralph J. Roberts ("Roberts"), a U.S. citizen, whose
business address is c/o Comcast Corporation, 1500 Market Street,
Philadelphia, Pennsylvania 19102. Roberts' present principal occupation
is that of Chairman of the Board of Directors of Comcast; and
(ii) Sural Corporation ("Sural"), a Delaware corporation, with
its principal place of business and executive offices at 1105 N. Market
Street, Suite 1219, Wilmington, Delaware 19801. Sural's principal
business is that of a holding company. The name, title, business address,
citizenship, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted, of each of the executive officers and
directors of Sural are set forth in Appendix A attached hereto and <PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 5 of 39 Pages
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incorporated herein by reference. Roberts is the controlling stockholder
of Sural.
Within the last five years, neither Sural, Roberts, nor any executive
officer or director of Sural has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and neither Sural,
Roberts, nor any executive officer or director of Sural has been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person or entity was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
- ------ -------------------------------------------------
Not applicable
Item 4. Purpose of Transaction
- ------ ----------------------
(a) On October 28, 1995, Comcast entered into an Agreement and Plan
of Merger (the "Merger Agreement") with The E.W. Scripps Company, a
Delaware corporation ("Scripps") and Scripps Howard, Inc. an Ohio
Corporation and wholly-owned subsidiary of Scripps ("SHI"), which
provides, among other things, that Scripps will merge with and into
Comcast (the "Merger").
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 6 of 39 Pages
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As a condition to the Merger, Sural entered into a Voting
Agreement (the "Voting Agreement") by and among Comcast, Sural, Scripps
and the Edward W. Scripps Trust (the "Trust") pursuant to which Sural
agreed to vote its shares of Comcast stock in favor of the Merger. See
Item 6. Pursuant to the Merger Agreement the Trust will be entitled to
receive shares of Comcast's Class A Special Common Stock. Additionally,
at the closing of the Merger, Sural shall enter into a Board
Representation Agreement (the "Board Representation Agreement") by and
among Comcast, Sural and the Trust pursuant to which Sural will agree to
vote its shares of Comcast's stock in favor of the Trust's designees to
Comcast's Board of Directors. See Item 6.
(b) Except for the Merger and the related Voting Agreement and Board
Representation Agreement, each of which is described above, neither
Roberts, Sural nor any executive officer
or director of Sural has any present plans or proposals which
relate to or would result in:
(i) the acquisition by any person of additional securities
of Comcast, or the disposition of securities of Comcast;
(ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Comcast or any of its
subsidiaries;
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 7 of 39 Pages
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(iii) a sale or transfer of a material amount of assets of
Comcast or any of its subsidiaries;
(iv) any change in the present board of directors or
management of Comcast, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
(v) any material change in the present capitalization or
dividend policy of Comcast;
(vi) any other material change in Comcast's business or
corporate structure;
(vii) any change in Comcast's charter or bylaws or any other
action which may impede the acquisition of control of Comcast by any
person;
(viii) causing a class of securities of Comcast to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
(ix) a class of equity securities of Comcast becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934 (the "Exchange Act"); or
(x) any action similar to those enumerated in (i) - (ix)
above.
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 8 of 39 Pages
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Notwithstanding the foregoing, the parties filing this statement, and
the executive officers and directors of Sural, reserve the right to
attempt to effectuate such transactions in the future.
Item 5. Interest in Securities of the Issuer
- ------ ------------------------------------
(a)(i) Roberts. Roberts is the beneficial owner of an aggregate of
11,507,232 shares of Class A Common Stock (assuming the conversion of
8,786,250 shares of Class B Common Stock beneficially owned by Roberts
into Class A Common Stock). Specifically, Roberts is the record owner of
319,070 shares of Class A Common Stock and is the beneficial owner of
1,845,037 shares of Class A Common Stock and 8,786,250 shares of Class B
Common Stock owned by Sural. In addition, pursuant to Rule 13d-3(d)(1)(i)
of the Exchange Act, Roberts is deemed to be the beneficial owner of
556,875 shares of Class B Common Stock which Roberts has the right to
acquire through the exercise of currently exercisable options. Based upon
the 39,103,350 shares of Class A Common Stock outstanding as of September
30, 1995, as reported in Comcast's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, and treating, in accordance with Rule
13d-3(d)(1)(i) of the Exchange Act, the aforementioned 556,875 shares of
convertible Class B Common Stock which are subject to options and the
8,786,250 shares of convertible Class B Common Stock held by Sural as <PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 9 of 39 Pages
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outstanding shares of Class A Common Stock, Roberts is deemed to be the
beneficial owner of 23.8% of the outstanding shares of Class A Common
Stock.
(a)(ii) Sural. Sural is the beneficial owner of an aggregate of
10,631,287 shares of Class A Common Stock (assuming the conversion of
8,786,250 shares of Class B Common Stock beneficially owned by Sural into
Class A Common Stock). Specifically, Sural owns 1,845,037 shares of Class
A Common Stock and 8,786,250 shares of Class B Common Stock. Based upon
the 39,103,350 shares of Class A Common Stock outstanding as of September
30, 1995, as reported in Comcast's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, and treating the 8,786,250 shares of
convertible Class B Common Stock held by Sural as outstanding shares of
Class A Common Stock pursuant to Rule 13(d)(3)(1)(i) of the Exchange Act,
Sural is deemed to be the beneficial owner of 22.2% of the outstanding
shares of Class A Common Stock.
(a)(iii) Suzanne F. Roberts. Suzanne F. Roberts does not
beneficially own any shares of Class A Common Stock.
(a)(iv) Brian L. Roberts. Brian L. Roberts beneficially owns an
aggregate of 9,581 shares of Class A Common Stock representing less than
one percent of the outstanding shares of Class A Common Stock, as <PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 10 of 39 Pages
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calculated in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act.
Specifically, Brian L. Roberts is the record owner of 529 shares of Class
A Common Stock and is the beneficial owner of 1,356 shares of Class A
Common Stock owned by his wife and 7,696 shares of Class A Common Stock
which Brian L. Roberts has the right to acquire through the exercise of
currently exercisable options.
(a)(v) Julian A. Brodsky. Julian A. Brodsky beneficially owns an
aggregate of 296,058 shares of Class A Common Stock representing less than
one percent of the outstanding shares of Class A Common Stock, as
calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act.
Specifically, Mr. Brodsky is the record owner of 210,457 shares of Class A
Common Stock, is the beneficial owner of 20,000 shares of Class A Common
Stock owned by a charitable foundation of which he and members of his
family are directors and officers, and is the beneficial owner of 65,601
shares of Class A Common Stock which Mr. Brodsky has the right to acquire
through the exercise of currently exercisable options.
(b)(i) Roberts. Assuming the conversion of all shares of Class B
Common Stock listed in Item 5(a)(i), Roberts has the sole power to vote
and to dispose, or to direct the vote and disposal, of the 11,507,232
shares of Class A Common Stock owned by Sural or him.
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 11 of 39 Pages
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(ii) Sural. Assuming the conversion of all shares of Class B Common
Stock listed in Item 5(a)(ii), Sural has sole power to direct the vote and
disposal of 10,631,287 shares of Class A Common Stock.
(b)(iii) Suzanne F. Roberts. Suzanne F. Roberts does not
beneficially own any shares of Class A Common Stock and therefore does not
have either sole or shared power to direct the vote and disposal of shares
of Class A Common Stock.
(b)(iv) Brian L. Roberts. Brian L. Roberts has the sole power to
vote and to dispose, or to direct the vote and disposal, of 8,225 shares
of Class A Common Stock and has shared power to direct the vote and
disposal of 1,356 shares of Class A Common Stock.
(b)(v) Julian A. Brodsky. Julian A. Brodsky has the sole power to
vote and to dispose, or to direct the vote and disposal, of 276,058 shares
of Class A Common Stock and has the shared power to direct the vote and
disposal of 20,000 shares of Class A Common Stock.
(c) None.
(d) None.
(e) Not applicable
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 12 of 39 Pages
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Item 6. Contracts, Arrangements, Understandings and
- ------ -------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer
------
(a) The Voting Agreement, dated as of October 28, 1995, provides
that at any time the Voting Agreement is in effect, at any meeting of the
stockholders of Comcast, Sural shall vote its shares of Comcast stock (i)
in favor of the Merger, the Merger Agreement and other transactions
contemplated in the Merger Agreement with respect to which Sural may be
entitled to vote, (ii) against any action or agreement that would result
in a breach of any covenant, representation or warranty or any other
obligation or agreement of Comcast under the Merger Agreement or that
would result in any of the conditions to the obligation of Comcast under
the Merger Agreement not being fulfilled, and (iii) in favor of any other
matter relating to the consummation of the Merger and any other
transactions contemplated by the Merger Agreement with respect to which
Sural may be entitled to vote. The Voting Agreement terminates on the
earliest to occur of (i) the date of the consummation of the Merger, (ii)
the second anniversary of the date of the Voting Agreement, and (iii) the
date of the termination of the Merger Agreement.
(b) The Board Representation Agreement, which will be executed at
the closing of the Merger, provides the Trust with the right to designate<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 13 of 39 Pages
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a person or persons for election to the Board of Directors of Comcast
following the consummation of the Merger and obligates Sural to vote its
shares of Comcast stock, to the extent permitted by applicable law, in
favor of each such designee (or replacement thereof). The Trust will be
entitled to designate one person to Comcast's Board of Directors or, if
the product of (i) the total number of directors constituting Comcast's
Board less the director position held by the designee of the Trust and
(ii) the quotient equal to (A) the number of shares of Comcast's Class A
Common Stock, Class A Special Common Stock and Class B Common Stock
(collectively, "Comcast Common Securities") held by the Trust at the time
of nomination and which have been owned by the Trust for not less than one
year divided by (B) the aggregate number of Comcast Common Securities
outstanding at such time on a fully diluted basis, shall be equal to or
greater than 1.75, the Trust will be entitled to designate two persons to
Comcast's Board of Directors. The Trust retains such right until the
earlier of (i) the date on which it ceases to own at least 50% of the
shares it is entitled to received in the Merger, (ii) the date on which
the fourth annual meeting of Comcast's Board of Directors is convened
after the date of the Board Representation Agreement, or (iii) the date on
which the Trust elects to terminate the Board Representation Agreement. <PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 14 of 39 Pages
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The Board Representation Agreement provides for the Trust's designees to
be elected to fill existing vacancies, if any, on Comcast's Board. In the
event that there are no existing vacancies on such Board, the designees
are to be proposed for election for newly created directorships, if the
existing Board has the power to create new directorships, or,
alternatively, if there are no vacancies and no power to create new
directorships, then the designees are to be proposed for election at the
first meeting of Comcast's stockholders after consummation of the Merger.
(c) Pursuant to a Collateral Pledge Agreement with standard default
and similar provisions, Sural has pledged 1,000,000 shares of Comcast's
Class A Common Stock as collateral for an aggregate of $5 million which
Sural borrowed from PNC Bank ("PNC") to pay off existing loans. The loan
is due on demand or, if no demand is made by PNC, then on April 15, 1997.
Item 7. Material to be Filed as Exhibits
- ------ --------------------------------
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
Exhibit 1 Voting Agreement dated as of 18
October 28, 1995, by and
among Comcast Corporation,
The E.W. Scripps Company,
Sural Corporation and The
Edward W. Scripps Trust.
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 15 of 39 Pages
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Exhibit 2 Form of Board Representation 27
Agreement by and among Comcast
Corporation, Sural Corporation
and The Edward W.Scripps Trust.
Exhibit 3 Collateral Pledge Agreement 35
dated April 23, 1992 from
Sural Corporation to Provident
National Bank (predecessor to
PNC Bank)<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 16 of 39 Pages
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S I G N A T U R E
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 22,1995.
SURAL CORPORATION
By:/s/ Ralph J. Roberts
---------------------------
Ralph J. Roberts, President
/s/ Ralph J. Roberts
------------------------------
Ralph J. Roberts<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP NO. 200 30010 1 Page 17 of 39 Pages
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APPENDIX "A" TO SCHEDULE 13D RELATING TO
CLASS A COMMON STOCK OF COMCAST CORPORATION
-------------------------------------------
The following are the directors and executive officers of Sural
Corporation, a Delaware corporation, and certain information relating
thereto:
<TABLE>
NAME(1) TITLE BUSINESS ADDRESS PRESENT PRINCIPAL
---- ----- ---------------- -----------------
OCCUPATION
----------
<C> <C> <C> <C>
Ralph J. Roberts President, 1500 Market Street Chairman of the Board
Director Philadelphia, PA of Directors of
Comcast
Corporation(2)
Suzanne F. Roberts Vice- 1375 Fairview Road -----
President, Coatesville, PA 19320
Director
Brian L. Roberts Vice- 1500 Market Street President and Director
President Philadelphia, PA of Comcast Corporation(2)
Director
Julian A. Brodaky Treasurer, 1500 Market Street Vice-Chairman and
Director Philadelphia, PA 19102 Director of Comcast
Corporation(2)
</TABLE>
(1) All of the executive officers and directors of Sural Corporation are
United States citizens.
(2) The principal business of Comcast Corporation is the development,
management and operation of cable communication systems and its business
address is 1500 Market Street, Philadelphia, Pennsylvania 19102.
<PAGE>
<PAGE>
EXHIBIT 1
CONFORMED COPY
VOTING AGREEMENT
This Voting Agreement dated as of October 28, 1995 (this
"Agreement"), is by and among Comcast Corporation, a Pennsylvania
corporation ("Acquiror"), The E.W. Scripps Company, a Delaware corporation
(the "Company"), Sural Corporation, a Delaware corporation (the "Acquiror
Stockholder"), and The Edward W. Scripps Trust (the "Trust").
WHEREAS, the Acquiror Stockholder owns 1,845,037 shares of Acquiror's
Class A Common Stock, par value $1.00 per share, 5,315,772 shares of
Acquiror's Class A Special Common Stock, par value $1.00 per share, and
8,786,250 shares of Acquiror's Class B Common Stock, par value $1.00 per
share (all shares of such stock now owned and which may hereafter be
acquired by the Acquiror Stockholder prior to the termination of this
Agreement shall be referred to herein as the "Acquiror Shares");
WHEREAS, the Trust owns 16,040,000 shares of the Company's Common
Voting Stock, $.01 par value per share ("Company Common Voting Stock"),
and 32,610,000 shares of the Company's Class A Common Stock, $.01 par
value per share ("Company Class A Common Stock") (all shares of Company
Common Voting Stock and Company Class A Common Stock now owned and which
may hereafter be acquired by the Trust prior to the termination of this
Agreement shall be referred to herein as the "Company Shares");
WHEREAS, the Company, Scripps Howard, Inc., an Ohio corporation and
an affiliate of the Company ("SHI"), and Acquiror propose to enter into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), which provides, among other things, that the Company will
merge with and into Acquiror pursuant to the Merger (this and other
capitalized terms used and not defined herein shall have the meanings
given to such terms in the Merger Agreement);
WHEREAS, it is a condition to the willingness of Acquiror to enter
into the Merger Agreement that the Trust agree, and in order to induce
Acquiror to enter into the Merger Agreement, the Trust has agreed, to
enter into this Agreement; and
WHEREAS, it is a condition to the willingness of the Company to enter
into the Merger Agreement that the Acquiror Stockholder agree, and in
order to induce the Company to enter into the Merger Agreement, the
Acquiror Stockholder has agreed, to enter into this Agreement;
Now, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
Page 18 of 39<PAGE>
<PAGE>
ARTICLE 1
VOTING OF COMPANY SHARES AND ACQUIROR SHARES
SECTION 1.1. VOTING AGREEMENT. (a) The Trust hereby agrees that
during the time this Agreement is in effect, at any meeting of the
stockholders of the Company, however called, and in any action by consent
of the stockholders of the Company, the Trust, subject to the last
sentence of this Section 1.1, shall vote its Company Shares: (i) in favor
of the Merger, the Merger Agreement (as amended from time to time) and the
other Transactions with respect to which the Trust may be entitled to
vote, (ii) against any proposal for any recapitalization, merger, sale of
assets or other business combinations between the Company, SHI or any of
the Cable Subsidiaries and any person or entity other than Acquiror, or
any other action or agreement, that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement
of the Company under the Merger Agreement or that would result in any of
the conditions to the obligations of the Company under the Merger
Agreement not being fulfilled, and (iii) in favor of any other matter
relating to the consummation of the Transactions with respect to which the
Trust may be entitled to vote. The Trust acknowledges receipt and review
of a copy of the Merger Agreement. Notwithstanding anything to the
contrary set forth herein, the Trust shall not be required to vote its
Company Shares in accordance with this Section 1.1 if the Board of
Trustees of the Trust determines, with the advice of outside counsel, that
it may be required, in the exercise of its fiduciary duties, to vote such
shares other than in accordance with such Section.
(b) The Acquiror Stockholder hereby agrees that during the time this
Agreement is in effect, at any meeting of the stockholders of Acquiror,
however called, and in any action by consent of the stockholders of
Acquiror, the Acquiror Stockholder shall vote its Acquiror Shares: (i) in
favor of the Merger, the Merger Agreement (as amended from time to time)
and the other Transactions with respect to which such Acquiror Stockholder
may be entitled to vote, (ii) against any action or agreement that would
result in a breach of any covenant, representation or warranty or any
other obligation or agreement of Acquiror under the Merger Agreement or
that would result in any of the conditions to the obligations of Acquiror
under the Merger Agreement not being fulfilled and (iii) in favor of any
other matter relating to the consummation of the Transactions with respect
to which the Acquiror Stockholders may be entitled to vote. The Acquiror
Stockholder acknowledges receipt and review of a copy of the Merger
Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust hereby represents and warrants to Acquiror as follows:
Page 19 of 39<PAGE>
<PAGE>
SECTION 2.1. AUTHORITY RELATIVE TO THIS AGREEMENT. The Trust has
all necessary power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by the
Trust and the consummation by the Trust of the transactions contemplated
hereby have been duly and validly authorized by the Trust (including any
approvals required to be given by the trustees of the Trust), and no other
proceedings on the part of the Trust are necessary to authorize the
execution and delivery of this Agreement or to consummate such
transactions. This Agreement has been duly and validly executed and
delivered by the Trust and, assuming the due authorization, execution and
delivery hereof by each other party hereto, constitutes a legal, valid and
binding obligation of the Trust (and the trustees of Trust in their
capacities as such), enforceable against the Trust in accordance with its
terms, except (x) as the same may be limited by applicable bankruptcy,
insolvency, moratorium or similar laws of general application relating to
or affecting creditors' rights, including without limitation, the effect
of statutory or other laws regarding fraudulent conveyance and
preferential transfers, and (y) for the limitations imposed by general
principles of equity. The Trust has allowed Acquiror to review a complete
copy of the trust agreement establishing the Trust and evidence of its
authority to enter into this Agreement. Acquiror agrees to hold the
contents of such trust agreement in complete confidence.
SECTION 2.2. NO CONFLICT.
(a) The execution and delivery of this Agreement by the Trust do
not, and the performance of this Agreement by the Trust will not, (i)
conflict with or violate the trust agreement establishing the Trust, (ii)
conflict with or violate any law, rule, regulation, order, judgment or
decree applicable to the Trust or by which the Trust's Company Shares are
bound or affected or (iii) result in any breach of or constitute a default
(or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any of the Trust's Company Shares pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which the Trust is a party
or by which the Trust or the Trust's Company Shares are bound or affected,
except, in the case of clauses (ii) and (iii), for any such conflicts,
violations, breaches, defaults or other occurrences which would not
prevent or delay the performance by the Trust of the Trust's obligations
under this Agreement.
(b) The execution and delivery of this Agreement by the Trust do
not, and the performance of this Agreement by the Trust will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any federal, state, local or foreign regulatory body,
except (i) filings with the SEC under the Exchange Act and (ii) where the
failure to obtain such consents, approvals, authorizations or permits, or
to make such filings or notifications, would not prevent or delay the
performance by the Trust of the Trust's obligations under this Agreement.
Page 20 of 39<PAGE>
<PAGE>
SECTION 2.3. TITLE TO THE COMPANY SHARES. The Trust is the owner
of the Company Shares, free and clear of all security interests, liens,
claims, pledges, options, rights of first refusal, agreements, limitations
on voting rights, charges and other encumbrances (collectively, "Liens")
of any nature whatsoever. The Trust has not appointed or granted any
proxy, which appointment or grant is still effective, with respect to the
Company Shares. The Trust has sole voting power with respect to the
Company Shares, and the person executing this Agreement on behalf of the
Trust has the power to direct the voting of the Company Shares.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR STOCKHOLDER
The Acquiror Stockholder hereby represents and warrants to the
Company as follows:
SECTION 3.1. AUTHORITY RELATIVE TO THIS AGREEMENT. The Acquiror
Stockholder has all necessary power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by the Acquiror Stockholder and the consummation by the Acquiror
Stockholder of the transactions contemplated hereby have been duly and
validly authorized by the Acquiror Stockholder, and no other proceedings
on the part of the Acquiror Stockholder are necessary to authorize the
execution and delivery of this Agreement or to consummate such
transactions. This Agreement has been duly and validly executed and
delivered by the Acquiror Stockholder and, assuming the due authorization,
execution and delivery hereof by each other party hereto, constitutes a
legal, valid and binding obligation of such Acquiror Stockholder
enforceable against the Acquiror Stockholder in accordance with its terms,
except (x) as the same may be limited by applicable bankruptcy,
insolvency, moratorium or similar laws of general application relating to
or affecting creditors' rights, including without limitation, the effect
of statutory or other laws regarding fraudulent conveyance and
preferential transfers, and (y) for the limitations imposed by general
principles of equity. The Acquiror Stockholder has provided the Company
with complete copies of its Certificate of Incorporation and Bylaws and
evidence of its authority to enter into this Agreement.
SECTION 3.2. NO CONFLICT.
(a) The execution and delivery of this Agreement by the Acquiror
Stockholder do not, and the performance of this Agreement by the Acquiror
Stockholder shall not, (i) conflict with or violate the charter or by-laws
of the Acquiror Stockholder, (ii) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Acquiror
Stockholder or by which the Acquiror Shares are bound or affected or (iii)
result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation
of, or result in the creation of a lien or encumbrance on any of Acquiror
Shares pursuant to, any note, bond, mortgage, indenture contract,
agreement, lease, license, permit, franchise or other instrument or
obligation to which the Acquiror Stockholder is a party or by which the
Acquiror Stockholder or by which Acquiror Shares are bound or affected,
except, in the case of clauses (ii) and (iii), for any such conflicts,
violations, breaches, defaults or other occurrences which would not
prevent or delay the performance by such Acquiror Stockholder of such
Page 21 of 39<PAGE>
<PAGE>
Acquiror Stockholder's obligations under this Agreement.
(b) The execution and delivery of this Agreement by the Acquiror
Stockholder do not, and the performance of this Agreement by the Acquiror
Stockholder will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any federal, state, local or
foreign regulatory body, except (i) where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by the Acquiror
Stockholder of its obligations under this Agreement or (ii) filings with
the SEC under the Exchange Act.
SECTION 3.3. TITLE TO THE ACQUIROR SHARES. The Acquiror Stockholder
is the owner of the Acquiror Shares free and clear of all Liens
whatsoever, except that 1,000,000 shares of Class A Common Stock (the
"Pledged Stock") are pledged to PNC Bank, N.A. pursuant to a loan
agreement dated April 23, 1992 and a collateral pledge agreement dated as
of the same date (together, the "Loan Agreements"). PNC Bank, N.A. has
the right to vote the Pledged Stock upon the occurrence of an event of
default under the Loan Agreements. The Acquiror Stockholder has sole
voting power with respect to the Acquiror Shares or has the power to
direct the voting of the Acquiror Shares. The Acquiror Stockholder has
not appointed or granted any proxy, which appointment or grant is still
effective, with respect to the Acquiror Shares. The Acquiror Stockholder
has sole voting power with respect to the Acquiror Shares, and the person
executing this Agreement on behalf of the Acquiror Stockholder has the
power to direct the voting of the Acquiror Shares.
ARTICLE 4
COVENANTS OF THE TRUST
SECTION 4.1. NO INCONSISTENT AGREEMENT. The Trust hereby covenants
and agrees that, except as otherwise contemplated by this Agreement, the
Trust shall not enter into any voting agreement or grant a proxy or power
of attorney with respect to the Trust's Company Shares which is
inconsistent with this Agreement.
SECTION 4.2. TRANSFER OF TITLE. The Trust hereby covenants and
agrees that the Trust shall not transfer ownership of any of its Company
Shares unless (i) the transferee agrees in writing to be bound by the
terms and conditions of this Agreement or (ii) such transfer of ownership
will not affect the Trust's ability to approve of the Merger and the other
Transactions with respect to which the Trust may be entitled to vote
without regard to the vote of the other stockholders of the Company.
Nothing else contained in this Agreement shall be construed to prohibit
any transfer permitted by this Section 4.2.
Page 22 of 39<PAGE>
<PAGE>
ARTICLE 5
COVENANTS OF THE ACQUIROR STOCKHOLDER
SECTION 5.1. NO INCONSISTENT AGREEMENT. The Acquiror Stockholder
hereby covenants and agrees that, except as contemplated by this
Agreement, such Acquiror Stockholder shall not enter into any voting
agreement or grant a proxy or power of attorney with respect to the
Acquiror Shares which is inconsistent with this Agreement.
SECTION 5.2. TRANSFER OF TITLE. The Acquiror Stockholder hereby
covenants and agrees that (i) such Acquiror Stockholder shall not transfer
ownership of any of the Acquiror Shares unless the transferee agrees in
writing to be bound by the terms and conditions of this Agreement or (ii)
such transfer of ownership will not affect Acquiror Stockholder's ability
to approve of the Merger and the other Transactions with respect to which
the Acquiror Stockholder may be entitled to vote without regard to the
vote of the other stockholders of Acquiror. Nothing else contained in
this Agreement shall be construed to prohibit any transfer permitted by
this Section 5.2.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1. TERMINATION. This Agreement shall terminate on the
earliest to occur of (i) the date of consummation of the Merger, (ii) the
date which is two years from the date hereof, and (iii) the date of the
termination of the Merger Agreement.
SECTION 6.2. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that
the parties shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or in equity.
SECTION 6.3. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties and supersedes all prior written and
oral and all contemporaneous oral agreements and understandings with
respect to the subject matter hereof.
SECTION 6.4. AMENDMENT. This Agreement may not be amended except
by an instrument in writing signed by all the parties hereto.
Page 23 of 39<PAGE>
<PAGE>
SECTION 6.5. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is
not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
SECTION 6.6. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of (i) in the case of the
Trust's Obligations, the State of Delaware, and (ii) in the case of the
Acquiror Stockholder's obligations, the State of Pennsylvania, regardless
of the laws that might otherwise govern under principles of conflicts of
law applicable hereto.
SECTION 6.7. DESCRIPTIVE HEADINGS. The descriptive headings herein
are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
SECTION 6.8. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.
SECTION 6.9. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given
when delivered in person, by telecopy with answerback, by express or
overnight mail delivered by a nationally recognized air courier (delivery
charges prepaid) or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties as follows: (a) if to
the Trust, to it at 312 Walnut Street, 28th Floor, Cincinnati, Ohio,
attention: Donald E. Meihaus, Secretary-Treasurer, (b) if to the Acquiror
Stockholder, to it at 11 North Market Street, Suite 1219, Wilmington,
Delaware, 19801, with a copy to Davis Polk & Wardwell, 450 Lexington
Avenue, New York, New York 10017, attention: William L. Taylor, Esq., (c)
if to Acquiror, to it at 1500 Market Street, Philadelphia, Pennsylvania,
19102, attention: Stanley Wang, Esq., with a copy to Davis Polk &
Wardwell, 450 Lexington Avenue, New York, New York 10017, attention:
William L. Taylor, Esq., and (d) if to the Company, to it at 312 Walnut
Street, 28th Floor, Cincinnati, Ohio, attention: M. Denise Kuprionis,
Secretary, or to such other address as the party to whom notice is given
may have previously furnished to the others in writing in the manner set
forth above. Any notice or communication delivered in person shall be
deemed effective on delivery. Any notice or communication sent by
telecopy or by air courier shall be deemed effective on the first business
day at the place at which such notice or communication is received
following the day on which such notice or communication was sent. Any
notice or communication sent by registered or certified mail shall be
deemed effective on the fifth business day at the place from which such
notice or communication was mailed following the day on which such notice
or communication was mailed.
Page 24 of 39<PAGE>
<PAGE>
SECTION 6.10. ASSIGNMENTS. This Agreement shall not be assigned by
operation of law or otherwise.
SECTION 6.11. PARTIES IN INTEREST. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in
this Agreement, express or implied, is intended to or shall confer upon
any person any right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement.
Page 25 of 39<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.
COMCAST CORPORATION
By: /s/ Robert S. Pick
-------------------------------
Name: Robert S. Pick
Title: Vice President
THE E.W. SCRIPPS COMPANY
By: /s/ Lawrence A. Leser
-------------------------------
Name: Lawrence A. Leser
Title: Chairman and
Chief Executive Officer
SURAL CORPORATION
By: /s/ Brian L. Roberts
--------------------------------
Name: Brian L. Roberts
Title: Vice President
THE EDWARD W. SCRIPPS TRUST
By: /s/ Robert P. Scripps
-------------------------------
Name: Robert P. Scripps
Title: Trustee
Page 26 of 39<PAGE>
<PAGE>
EXHIBIT 2
BOARD REPRESENTATION AGREEMENT
This Board Representation Agreement, dated as of ____, 1995 (this
"Agreement") is by and among Comcast Corporation, a Pennsylvania
corporation ("Acquiror"), Sural Corporation, a Delaware corporation, (the
"Acquiror Stockholder") and The Edward W. Scripps Trust (the "Trust").
WHEREAS, the Acquiror Stockholder owns 1,845,037 shares of Acquiror's
Class A Common Stock, par value $1.00 per share, 5,315,772 shares of
Acquiror's Class A Special Common Stock, par value $1.00 per share, and
8,786,250 shares of Acquiror's Class B Common Stock, par value $1.00 per
share (all shares of such stock now owned and which may hereafter be
acquired by the Acquiror Stockholder prior to the termination of this
Agreement are referred to herein as the "Acquiror Shares");
WHEREAS, The E.W. Scripps Company, a Delaware corporation (the
"Company"), Scripps Howard, Inc., an Ohio corporation ("SHI") and wholly
owned subsidiary of the Company, and Acquiror have entered into a Merger
Agreement dated October 28, 1995 (the "Merger Agreement"), which provides,
among other things, that the Company will merge with and into Acquiror
(the "Merger") (this and other capitalized terms used and not defined
herein shall have the meanings given to such terms in the Merger
Agreement);
WHEREAS, in connection with the Merger, the Trust will be entitled to
receive shares of Class A Special Common Stock, $1.00 par value per share,
of Acquiror (all such shares received by the Trust in the Merger, the
"Trust Shares"), and it is the desire of the Trust that it have the right
to designate certain persons for election as members of the board of
directors of Acquiror (the "Acquiror Board") following the consummation of
the Merger;
WHEREAS, pursuant to the Merger Agreement, Acquiror has agreed to
cause ___________________ (the "Initial Trust Designee") to be elected to
the Acquiror Board as set forth herein following consummation of the
Merger; and
WHEREAS, it is a condition to the Company's and SHI's obligation to
consummate the Merger that the parties hereto enter into this Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
Page 27 of 39<PAGE>
<PAGE>
1. Representation On Acquiror Board. To the extent permitted under
--------------------------------
applicable law the Trust shall be entitled to representation on the
Acquiror Board as follows: the Initial Trust Designee shall be proposed
for election to the Acquiror Board either: (i) if following the
consummation of the Merger there are one or more vacancies on such Board
or the members of such Board have the power to create new directorships,
at the first meeting of the Acquiror Board following consummation of the
Merger, at which the Initial Trust Designee shall be elected or (ii) if
there are no such vacancies or power to create new directorships, at the
first meeting of stockholders of Acquiror held after consummation of the
Merger. Following such election of the Initial Trust Designee, in each
instance in which individuals are nominated for election to the Acquiror
Board, Acquiror shall cause to be nominated for election to the Acquiror
Board that number of individuals designated by the Trust (the "Trust
Designee(s)") equal to the Appointment Number (as defined below) as of the
date of nomination, in the manner and subject to the conditions set forth
in this Section 1. Acquiror shall cause such Trust Designee(s) to be
validly and timely nominated for election to the Acquiror Board in the
same manner as other proposed directors are nominated, shall recommend to
its stockholders the election to the Acquiror Board of the Trust
Designee(s) and shall not revoke or qualify such recommendation. Acquiror
shall use its best efforts to solicit from its stockholders proxies in
favor of the election of all the Trust Designee(s), and shall take such
other action as may be reasonably necessary to cause such Trust
Designee(s) to be so elected. If any Initial Trust Designee or Trust
Designee who serves on the Acquiror Board ceases, for any reason, to serve
on the Acquiror Board (other than as a result of the expiration of the
specified term of such Initial Trust Designee or Trust Designee), Acquiror
shall take all actions reasonably necessary to cause the vacancy to be
filled, as soon as practicable, by an individual designated by the Trust
(a "Replacement Trust Designee"), but in any event no later than the first
meeting of the Acquiror Board following cessation of service by such
Designee. Each Initial Trust Designee, Trust Designee or Replacement
Trust Designee shall be reasonably acceptable to Acquiror and shall be
eligible to serve on the Acquiror Board under applicable law.
For purposes hereof, "Appointment Number" means one, provided that
the Appointment Number shall be two if the product of (i) the total number
of directors constituting the Acquiror Board less the director position(s)
held by the designee(s) of the Trust and (ii) the quotient equal to (A)
the number of Long-term Shares held by the Trust at the time of nomination
divided by (B) the aggregate number of Acquiror Common Shares outstanding
at such time on a fully diluted basis shall be equal to or greater than
1.75. For purposes hereof, (i) "Acquiror Common Shares" means shares of
any class of common stock of Acquiror and (ii) "Long-term Shares" means,
as of any date, Acquiror Common Shares that have been owned for not less
than one year.
From time to time upon the reasonable written request by Acquiror,
the Trust will provide Acquiror with an opinion of counsel (the "Opinion")
reasonably acceptable to Acquiror, which opinion shall state that the
nomination and appointment of a proposed Initial Trust Designee, Trust
Designee or Replacement Trust Designee, as the case may be, to the
Acquiror Board is permitted under applicable law. Except as provided in
the following paragraph, all obligations on the part of Acquiror and the
Acquiror Stockholder under this Agreement shall be suspended until the
Opinion shall have been received by it.
Page 28 of 39<PAGE>
<PAGE>
If the Trust shall not be permitted under applicable law to
representation on the Acquiror Board as described herein, or if the Trust
should elect from time to time observer status in lieu of a seat on the
Board by written notice to Acquiror, then to the extent permitted by law,
the Trust shall for the period of this Agreement be entitled to designate
an observer who shall be entitled to notice of and to attend all meetings
of the Acquiror Board and to receive or review, as the case may be, copies
of all documents provided to members of the Acquiror Board. Such observer
shall enter into customary confidentiality arrangements with the Company.
2. Termination of Rights. The rights of the Trust under Section 1
---------------------
hereof shall terminate upon the earliest of (i) the date on which the
Trust ceases to own at least 50% of the Trust Shares (as equitably
adjusted for stock splits, combinations, dividends, corporate
reorganizations and similar events), (ii) the date on which the fourth
annual meeting of Acquiror's Board is convened after the date hereof and
(iii) the date on which the Trust elects to terminate Section 1 of this
Agreement by notice to the other parties hereto.
3. Agreements of Acquiror Stockholder. To the extent permitted
under
----------------------------------
applicable law: the Acquiror Stockholder hereby agrees that, until such
time as the rights of the Trust terminate pursuant to Section 2 hereof, at
any meeting of the stockholders of Acquiror, however called, and in any
action by consent of the stockholders of Acquiror, for the election of
directors, the Aquiror Stockholder shall vote its Acquiror Shares in favor
of the election to the Acquiror Board of each Trust Designee and
Replacement Trust Designee, as the case may be.
4. Representations and Warranties of Acquiror. Acquiror represents
------------------------------------------
and warrants to the Trust that:
(a) Acquiror has all necessary corporate power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery of this Agreement by Acquiror and
the performance of its obligations hereunder have been duly and validly
authorized by Acquiror, and no other proceedings on the part of Acquiror
are necessary to authorize the execution and delivery of this Agreement or
to perform such obligations except approval of Acquiror Board of a
resolution increasing the size of Acquiror Board as provided herein and
election of the designees of the Trust as provided herein. This Agreement
has been duly and validly executed and delivered by Acquiror and, assuming
the due authorization, execution and delivery hereof by each other party
hereto, constitutes a legal, valid and binding obligation of Acquiror
enforceable against Acquiror in accordance with its terms, except (x) as
the same may be limited by applicable bankruptcy, insolvency, moratorium
or similar laws of general application relating to or affecting creditors'
rights, including without limitation, the effect of statutory or other
laws regarding fraudulent conveyances and preferential transfers, (y) for
the limitations imposed by general principles of equity and (z) as the
same may be limited under the Rules and Regulations regarding cross-
ownership of cable television systems and television stations.
Page 29 of 39<PAGE>
<PAGE>
(b) The execution and delivery of this Agreement by Acquiror do not,
and the performance of this Agreement by Acquiror will not, (i) conflict
with or violate the Articles of Incorporation or By-laws of Acquiror, (ii)
except as described in Section 4(c), conflict with or violate any law,
rule, regulation, order, judgment or decree applicable to Acquiror or by
which any of Acquiror's property may be bound or (iii) result in any
breach of or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of a lien or encumbrance on any of the Acquiror's
properties pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or
obligation to which Acquiror is a party or by which Acquiror or Acquiror's
properties are bound or affected, except, in the case of clauses (ii) and
(iii), for any such conflicts, violations, breaches, defaults or other
occurrences which would not prevent or delay the performance by Acquiror
of its obligations under this Agreement.
(c) The execution and delivery of this Agreement by Acquiror do not,
and the performance of this Agreement by Acquiror will not, require any
consent, approval, authorization or permit of, or filing with or
notification to, any federal, state, local or foreign regulatory body,
except (i) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would
not prevent or delay the performance by Acquiror of Acquiror's obligations
under this Agreement, (ii) filings with the SEC under the Exchange Act and
(iii) any waiver, consent or declaratory ruling by the FCC with respect to
the Rules and Regulations regarding cross-ownership of cable television
systems and television stations, to the extent that such Rules and
Regulations may prohibit the performance of the Acquiror's obligations
hereunder.
5. Representations and Warranties of the Acquiror Stockholder. The
----------------------------------------------------------
Acquiror Stockholder represents and warrants to the Trust as follows:
(a) The Acquiror Stockholder has all necessary power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery of this Agreement by the Acquiror
Stockholder and the performance of the Acquiror Stockholder's obligations
hereunder have been duly and validly authorized by the Acquiror
Stockholder, and no other corporate proceedings on the part of the
Acquiror Stockholder are necessary to authorize the execution and delivery
of this Agreement or to perform such obligations. This Agreement has been
duly and validly executed and delivered by the Acquiror Stockholder and,
assuming the due authorization, execution and delivery hereof by each
other party hereto, constitutes a legal, valid and binding obligation of
the Acquiror Stockholder enforceable against the Acquiror Stockholder in
accordance with its terms, except (x) as the same may be limited by
applicable bankruptcy, insolvency, moratorium or similar laws of general
application relating to or affecting creditors' rights, including without
limitation, the effect of statutory or other laws regarding fraudulent
conveyances and preferential transfers, (y) for the limitations imposed by
general principles of equity and (z) as the same may be limited under the
Rules and Regulations regarding cross-ownership of cable television
systems and television stations.
Page 30 of 39<PAGE>
<PAGE>
(b) The execution and delivery of this Agreement by the Acquiror
Stockholder do not, and the performance of this Agreement by the Acquiror
Stockholder will not, (i) conflict with or violate the charter or by-laws
of the Acquiror Stockholder, (ii) except as described in Section 5(c)
below, conflict with or violate any law, rule, regulation, order, judgment
or decree applicable to such Acquiror Stockholder or by which the Acquiror
Shares are bound or affected or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any Acquiror Shares pursuant to, any
note, bond, mortgage, indenture contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Acquiror
Stockholder is a party or by which the Acquiror Shares are bound or
affected, except, in the case of clauses (ii) and (iii), for any such
conflicts, violations, breaches, defaults or other occurrences which would
not prevent or delay the performance by the Acquiror Stockholder of its
obligations under this Agreement.
(c) The execution and delivery of this Agreement by the Acquiror
Stockholder do not, and the performance of this Agreement by such Acquiror
Stockholder will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any federal, state, local or
foreign regulatory body, except (i) where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by the Acquiror
Stockholder of its obligations under this Agreement, (ii) filings with the
SEC under the Exchange Act and (iii) any waiver, consent or declaratory
ruling by the FCC with respect to the Rules and Regulations regarding
cross-ownership of cable television systems and television stations, to
the extent that such Rules and Regulations may prohibit the performance of
the Acquiror Stockholder's obligations hereunder.
(d) The Acquiror Stockholder is the owner of the Acquiror Shares
free and clear of all security interests, liens, claims, pledges, options,
rights of first refusal, agreements, limitations on voting rights, charges
and other encumbrances of any nature whatsoever, except that 1,000,000
shares of Class A Common Stock (the "Pledged Stock") are pledged to PNC
Bank, N.A. pursuant to loan agreement dated April 23, 1992 and a
collateral pledge agreement dated as of the same date (together, the "Loan
Agreements"). PNC Bank, N.A. has the right to vote the Pledged Stock upon
the occurrence of an event of default under the Loan Agreements. The
Acquiror Stockholder has sole voting power with respect to the Acquiror
Shares or has the power to direct the voting of the Acquiror Shares. The
Acquiror Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to the Acquiror
Shares, other than pursuant to the Voting Agreement dated October 28, 1995
among the parties hereto and the Company. The Acquiror Stockholder has
sole voting power with respect to the Acquiror Shares, and the person
executing this Agreement on behalf of the Acquiror Stockholder has the
power to direct the voting of such Acquiror Shares.
6. No Prohibition on Transfers. Nothing in this Agreement shall
---------------------------
prevent the Acquiror Stockholder from offering, selling, transferring,
pledging or in any other way disposing of or placing encumbrances upon the
Acquiror Shares.
Page 31 of 39<PAGE>
<PAGE>
7. Compensation, Expenses, Insurance. The Initial Trust Designee,
---------------------------------
Trust Designees and Replacement Trust Designees serving on the Acquiror
Board shall be entitled to fees and other compensation, participation in
option, stock or other benefit plans for which directors are eligible,
reimbursement of expenses, and directors and officers liability insurance
on an equal basis with other non-employee members of the Acquiror Board.
8. Voting for Permitted Amendments.
-------------------------------
(a) If from time to time any of the Permitted Amendments (as defined
in the Merger Agreement) is proposed for approval by the shareholders of
Acquiror, the Trust shall (i) be present, in person or represented by
proxy, at the stockholder meetings of Acquiror so that all shares of
Acquiror Common Stock beneficially owned by the Trust ("Trust Common
Shares") shall be counted for the purpose of determining the presence of a
quorum at such meetings and (ii) vote or cause to be voted, or consent
with respect to, all Trust Common Shares in favor of the approval of such
Permitted Amendment. The Trust will not enter into any agreement,
commitment or understanding that limits, directs or restricts the rights
of the Trust to vote any Trust Common Shares so long as such Trust Shares
are owned by the Trust. The provisions of this subsection (a) shall
terminate two years from the date hereof.
(b) In connection with any shareholder vote regarding the approval
of a Permitted Amendment, the Trust will not, singly or as part of a
partnership, limited partnership or other group (as such terms are used in
Section 13(d)(3) of the Exchange Act), directly or indirectly make, or in
any way participate in any "solicitation" of "proxies" to vote (as such
terms are defined in Rule 14a-1 under the Exchange Act), solicit any
consent or communicate with or seek to advise or influence any person or
entity with respect to the voting of any Acquiror Common Securities or
become a "participant" in any "election contest" (as such terms are
defined or used in Rule 14a-11 under the Exchange Act) with respect to
Acquiror.
(c) The Trust acknowledges that it has reviewed Acquiror's Articles
of Incorporation and Proxy Statement dated May 19, 1995.
9. Provisions Specifically Enforceable.
-----------------------------------
(a) The obligations of Acquiror and the Acquiror Stockholder under
this Agreement are unique. Acquiror and the Acquiror Stockholder
acknowledge that it would be extremely difficult or impracticable to
measure the resulting damages caused by any breach of this Agreement.
Acquiror and the Acquiror Stockholder agree that, in the event of a breach
of this Agreement by Acquiror or the Acquiror Stockholder, the Trust, in
addition to any other available rights or remedies, shall be entitled to
specific performance of the obligations of Acquiror and the Acquiror
Stockholder under this Agreement, and Aquiror and the Acquiror Stockholder
expressly agree that a remedy in damages will not be adequate.
(b) The remedies provided in this Section 8 are cumulative and are
in addition to any other remedies in law or equity which may be available
to the Trust. The election of one or more remedies shall not bar the use
of other remedies unless circumstances make the remedies incompatible.
Page 32 of 39<PAGE>
<PAGE>
10. Choice of Law. This Agreement shall be governed by and
construed
-------------
in accordance with the laws of the State of Pennsylvania regardless of the
laws that might otherwise govern under principles of conflicts of law
applicable hereto.
11. Attorney's Fees. In any action to enforce the terms of this
---------------
Agreement, the prevailing party shall be entitled to recover its
attorneys' fees and court costs and other nonreimbursable litigation
expenses, such as expert witness fees and investigation expenses.
12. Merger And Modification. This Agreement sets forth the entire
-----------------------
agreement between the parties relating to the subject matter hereof, and
supersedes all other oral or written provisions. This Agreement may be
modified or terminated only in a writing signed by all parties.
13. Binding on Successors. This Agreement shall be binding upon
---------------------
Acquiror, the Acquiror Stockholder and their respective successors and
assigns.
14. Rules Of Construction. All section captions are for reference
---------------------
only, and shall not be considered in construing this Agreement.
15. Notices. All notices and other communications hereunder shall
be
-------
in writing and shall be deemed to have been duly given when delivered in
person, by telecopy with answerback, by express or overnight mail
delivered by a nationally recognized air courier (delivery charges
prepaid) or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties as follows: (a) if to the
Trust, to it at 312 Walnut Street, 28th Floor, Cincinnati, Ohio,
attention: Donald E. Meihaus, Secretary-Treasurer, (b) if to the Acquiror
Stockholder, to it at 11 North Market Street, Suite 1219, Wilmington,
Delaware, 19801, with a copy to Davis Polk & Wardwell, 450 Lexington
Avenue, New York, New York, 10017, attention: William L. Taylor, Esq., (c)
if to Acquiror, to it at 1500 Market Street, Philadelphia, Pennsylvania,
19102, attention: Stanley Wang, Esq., with a copy to Davis Polk &
Wardwell, 450 Lexington Avenue, New York, New York, 10017, attention:
William L. Taylor, Esq., and (d) if to the Company, to it in care of
Acquiror at the address set forth above, or to such other address as the
party to whom notice is given may have previously furnished to the others
in writing in the manner set forth above. Any notice or communication
delivered in person shall be deemed effective on delivery. Any notice or
communication sent by telecopy or by air courier shall be deemed effective
on the first business day at the place at which such notice or
communication is received following the day on which such notice or
communication was sent. Any notice or communication sent by registered or
certified mail shall be deemed effective on the fifth business day at the
place from which such notice or communication was mailed following the day
on which such notice or communication was mailed.
Page 33 of 39<PAGE>
<PAGE>
16. Counterparts. This Agreement may be executed contemporaneously
in
------------
two or more counterparts, each of which shall be deemed to constitute an
original, but all of which together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed as of the date first written above.
COMCAST CORPORATION
By:
-------------------------
Name:
Title:
SURAL CORPORATION
By:
-------------------------
Name:
Title:
THE EDWARD W. SCRIPPS TRUST
By:
-------------------------
Name:
Title: Trustee
Page 34 of 39<PAGE>
<PAGE>
EXHIBIT 3
COLLATERAL PLEDGE AGREEMENT
The undersigned (if more than one, each jointly and severally and
hereinafter individually and collectively called "Borrower") intending to
be legally bound hereby and to bind Borrower's heirs, personal
representatives, successors and assigns, hereby agrees with PROVIDENT
NATIONAL BANK (hereinafter called "Bank") as follows:
Borrower hereby pledges, hypothecates and grants to Bank a security
interest in the following listed property of Borrower, all additions
thereto and substitutions therefor; interest dividends and any property,
whether or not in Bank's possession, that is distributed (as a result of a
stock dividend, stock split or otherwise) in respect of such property; and
all proceeds of the foregoing. All such property is hereinafter
collectively called the "Collateral". Borrower has initially pledged the
following securities hereunder:
1,000,000 shares of Comcast Corporation Class A Common Stock.
The Collateral secures the liabilities and obligations of Borrower
pursuant to the Note, a copy of which is attached as Exhibit A (the
"Liabilities").
Borrower assumes full responsibility for preserving the Collateral
and taking any and all steps necessary to preserve and enforce rights
against all other persons, including prior parties, and Bank shall not be
required to take any action in such regard, collect any payments, or give
any notice with respect to the Collateral. Bank shall be deemed to have
exercised due and reasonable care of the Collateral if it takes such
action for that purpose as Borrower shall reasonably request in writing,
but no omission to do any act not requested by Borrower shall be deemed,
nor shall any failure to comply with any request of Borrower be deemed of
itself, a failure to exercise reasonable care.
Bank shall have, but shall not be limited to, all of the rights of a
secured party under the Pennsylvania Uniform Commercial Code. Upon the
occurrence of an Event of Default (as defined herein), Bank shall also
have, but shall not be limited to the following rights: to transfer the
Collateral or any portion thereof into the name of Bank or Bank's nominee;
to vote the Collateral; to notify account debtors or obligors on
Collateral to pay directly to Bank all amounts due thereon and to
compromise and settle with such persons if deemed appropriate in Bank's
sole discretion; to repledge or otherwise hypothecate all or any part of
the Collateral; to pledge, hypothecate or transfer all or any part of the
Liabilities with or without all or any part of the Collateral, or to set
apart any Collateral for the account of any such transferee or pledgee,
and thereafter any such transferee or pledgee shall have all of the rights
and responsibilities of Bank hereunder and Bank shall thereafter be
relieved from any and all liability and responsibility with respect
thereto; to take possession and control of all proceeds of all or any part
of the Collateral; to extend the time of payment of or otherwise modify,
renew or amend any terms of all or any part of the Collateral; to
substitute, exchange or release to any Borrower all or any part of the
Page 35 of 39<PAGE>
<PAGE>
Collateral; and to admit or change participants and participations in
Bank's rights under or arising out of any of the Liabilities, the
Collateral or under this Agreement, as Bank may , in its sole discretion,
Determine. Any failure of Bank to exercise any right hereunder shall not
be construed as a waiver of the right to exercise the same or any other
right at any other time.
Borrower will execute immediately upon Bank's request, such documents
and endorsements as are necessary or desirable in Bank's sole discretion,
to perfect and continue perfected the liens and security interests granted
herein or, upon the occurrence of an Event of Default, to enable Bank to
negotiate or transfer the Collateral. Borrower hereby appoints Bank as
Borrower's attorney-in-fact to do, at Bank's option and at Borrower's
expense, all acts and things in Borrower's name which Bank may deem
necessary or desirable to perfect and continue perfected the liens and
security interests created herein and to protect the Collateral. Upon
receipt of any securities that are distributed to Borrower (as a result of
a stock dividend, stock split or otherwise) in respect of securities being
held by Bank as Collateral, Borrower shall immediately deliver such
securities to Bank duly assigned.
Any of the following shall be Events of Default hereunder: (1) the
occurrence of an Event of Default under the Liabilities; (2) if Borrower
becomes insolvent or makes an assignment for the benefit of creditors, or
if any petition is filed by or against Borrower under any provision of any
state or federal law or statute alleging that Borrower is insolvent or
unable to pay debts as they mature provided that such petition is not
stayed or dismissed within sixty (60) days; (3) if any judgment or tax
lien shall be entered against Borrower and remain unsatisfied for sixty
(60) days, or if any attachment, levy or garnishment shall be issued
against any property of Borrower or against any of the Collateral. See
Rider attached hereto and made a part hereof.
Upon the occurrence of an Event of Default, Bank may at its option:
(1) Exercise from time to time all of the rights, privileges and remedies
of a secured party under the Pennsylvania Uniform Commercial Code (13
Pa.C.S. Sections 1101 et seq.) and all rights, privileges and remedies
otherwise available to Bank under this or any other applicable agreement
or otherwise, which rights and remedies shall be cumulative, and apply the
Collateral and the net proceeds of the Collateral to any of the
Liabilities then due to Bank as provided below; (2) Dispose of the
Collateral, at any time and from time to time, in whole or in part, at
public or private sale, without advertisement or notice of sale, all of
which are hereby waived, and apply the proceeds of any such sale (a)
first, to the expenses of Bank in preparing the Collateral for sale,
selling and the like, (including fees and expenses of any litigation
incident to any of the foregoing); and (b) second, to the complete
satisfaction of all of the Liabilities together with all interest accrued
thereon in such order as the Bank, in its sole discretion, may elect; and
(3) Set off, without notice, at any time and from time to time, against
all or any part of the Liabilities whether or not then due, all amounts
owed by Bank in any capacity to Borrower whether or not then due and Bank
shall be deemed to have exercised such right and to have made a charge
against such funds immediately upon occurrence of any Event of Default and
without further action by Bank, even though such charge is subsequently
made or entered on Bank's books. Borrower will remain fully liable at all
times for any unsatisfied Liabilities, regardless of the extent to which
Page 36 of 39<PAGE>
<PAGE>
Bank has been able or has elected to exercise its rights in the
Collateral.
When there remains no outstanding or unsatisfied portion of the
Liabilities of any nature whatsoever, any of the Collateral that remains
in Bank's possession shall be returned to Borrower.
Borrower hereby expressly waives and releases any right to require
the Bank to collect any portion of the Liabilities from any other person
or from the proceeds of any other property held by Bank as security for
all or any portion of the Liabilities under any theory whatsoever,
including but not limited to any theory of indemnification, marshaling of
assets or otherwise, and specifically authorizes Bank to apply any of the
Collateral against any portion of the Liabilities, and in any order that
Bank, in its sole discretion, may determine.
Borrower expressly waives all notices of any character whatsoever,
including but not limited to notice of the acceptance hereof and reliance
hereon, of the present existence or future incurring of any Liabilities,
of the amount, terms and conditions thereof, and of any defaults thereon.
Borrower also waives, as against Bank, any right of subrogation,
contribution, indemnification and all other rights available to Borrower
at law or in equity.
This Agreement shall inure to the benefit of Bank, its endorsees,
successors and assigns forever. Borrower intends this to be a sealed
instrument. All issues arising hereunder shall be governed by the laws of
the Commonwealth of Pennsylvania. Borrower consents to the jurisdiction
of the federal, state and local courts located within the Commonwealth of
Pennsylvania over controversies arising from or relating to this
Agreement.
Executed this 23rd day of April, 1992.
---- ----- --
INDIVIDUALS SIGN BELOW
(Seal)
- ----------------------------- ------------------------------
Name Residence Address
(Seal)
- ----------------------------- ------------------------------
Name Residence Address
(Seal)
- ----------------------------- ------------------------------
Name Residence Address
Page 37 of 39<PAGE>
<PAGE>
CORPORATIONS OR PARTNERSHIPS SIGN BELOW
c/o Comcast Corporation
1234 Market Street
Sural Corporation (Seal) Philadelphia, PA 19107
- ------------------------------------ ----------------------------
(Name of Corporation or Partnership) Principal Place of Business
Address
BY /s/ Ralph J. Roberts ATTEST /s/ Arthur Block
--------------------------- ---------------------------------
Name: Ralph J. Roberts (for corporate Pledgors only-- to
Title: President be signed by Secretary or
Assistant Secretary)
BY (CORPORATE SEAL)
---------------------------
Name and Title
Page 38 of 39<PAGE>
<PAGE>
Rider attached to and made a part of Collateral Pledge Agreement
from Sural Corporation to Provident National Bank
Any of the following also shall be Events of Default under this Collateral
Pledge Agreement:
(4) if the total market value of the Collateral shall, at any time, fall
below 200% of the outstanding principal balance of the Liabilities and
Borrower does not, within 15 days after demand by Bank, either (a) make a
sufficient reduction in the outstanding principal balance of the
Liabilities, or (b) pledge additional shares of Comcast Corporation Class
A common stock, or other Collateral acceptable to Bank, in its sole
discretion, to restore the total market value coverage to the required
200%; or (5) if the total market value of the Collateral shall, at any
time including during the 15-day period referred to in (4) above, fall
below 150% of the outstanding principal balance of the Liabilities and
Borrower does not, within 24 hours after demand by Bank, either (a) make a
sufficient reduction in the outstanding principal balance of the
Liabilities, or (b) pledge additional shares of Comcast Corporation Class
A common stock, or other Collateral acceptable to Bank, in its sole
discretion, to restore the total market value coverage to the required
200%. For purposes of paragraphs (4) and (5) above, a demand for
principal reduction or additional Collateral shall be deemed properly
given if personally delivered or sent by overnight mail to Borrower's
address as it appears in the then-current billing records of the Bank.
Sural Corporation
By: /s/ Ralph J. Roberts
----------------------
Title: President
-------------------
Date: April 23, 1992
--------------------
Page 39 of 39
