- ---------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on June 17, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
COMCAST CORPORATION
(Exact name of registrant as specified in its charter)
____________________
Pennsylvania 23-1709202
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Address including zip code, and telephone number,
including area code, of registrant's principal executive offices)
____________________
John R. Alchin
Senior Vice President and Treasurer
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Bruce K. Dallas, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
____________________
Approximate Date of Commencement of Proposed Sale to the Public: From
time to time after this Registration Statement becomes effective. If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery for the prospectus is expected to be made pursuant to Rule
434, please check the following box. [X]
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Unit(2) Offering Price(2) Registration Fee(2)
_____________________________________________________________________________________________________________________________
Class A Special Common Stock, par
value $1.00 per share .............. 4,900,418 shares $18.1875 $89,126,353 $30,733
=============================================================================================================================
(1) This Registration Statement relates to the resale of (i) up to
3,855,250 shares of Class A Special Common Stock of the Registrant (the
"Class A Special Common Stock") to be received by certain persons in
connection with the Sports Venture Merger described in the Prospectus,
(ii) up to 1,045,168 shares of Class A Special Common Stock into which
shares of 5% Series A Convertible Preferred Stock of the Registrant
(the "Series A Convertible Preferred Stock") to be received by certain
of such persons in the Sports Venture Merger are convertible and (iii)
such indeterminate additional number of shares of Class A Special
Common Stock as may become issuable pursuant to certain anti-dilution
provisions of the Series A Convertible Preferred Stock.
(2) Pursuant to Rule 457(c), computed solely for purposes of calculating
the registration fee based upon the average of the bid and asked price
of the Class A Special Common Stock as reported on the Nasdaq National
Market on June 11, 1996.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=============================================================================================================================
</TABLE>
SUBJECT TO COMPLETION, JUNE 17, 1996
PROSPECTUS
Comcast Corporation
[Logo]
Class A Special Common Stock
This Prospectus relates to shares of Class A Special Common Stock, $1.00
par value (the "Class A Special Common Stock"), of Comcast Corporation (the
"Company") to be offered from time to time for the account of one or more
of the selling shareholders named herein (the "Selling Shareholders") and
their permitted pledgees, donees and certain other transferees and
successors in interest (collectively, the "Permitted Transferees"),
including (i) up to 3,855,250 shares (the "Merger Shares") of Class A
Special Common Stock, (ii) up to 1,045,168 shares (the "Conversion Shares")
of Class A Special Common Stock issuable upon the conversion, if any, of
shares (the "Preferred Shares") of 5% Series A Convertible Preferred Stock,
without par value, of the Company (the "Series A Convertible Preferred
Stock") to be received by certain of the Selling Shareholders in connection
with the consummation of the Sports Venture Merger (as defined below) and
(iii) such indeterminate additional number of shares (together with the
Merger Shares and the Conversion Shares, the "Shares") of Class A Special
Common Stock as may become issuable upon adjustment of the conversion ratio
applicable to the conversion of the Preferred Shares pursuant to the terms
of the Series A Convertible Preferred Stock. See "Selling Shareholders"
and "Description of Capital Stock--Preferred Stock."
The Shares may be sold from time to time by the Selling Shareholders and
the Permitted Transferees. Such sales may be made in the over-the-counter
market or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Shares may be sold by means of one or more of the following types of
transactions: (i) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (iv) direct sales to
purchasers; (v) underwritten transactions; and (vi) if applicable, an exchange
distribution in accordance with the rules of such exchange. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate in the sales. See "Plan of Distribution."
The Company will not receive any proceeds from the sale of Shares offered
hereby but will bear certain expenses thereof. See "Use of Proceeds."
The Selling Shareholders, the Permitted Transferees, broker-dealers and any
other participating broker-dealers may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
and any fees, discounts or commissions received by them in connection with
sales of the Shares may be deemed to be underwriting compensation under the
Securities Act. See "Plan of Distribution."
Generally, all costs, fees and expenses incurred in connection with the
registration of the sale of the Shares will be borne by the Company. Any
underwriting or brokerage fees, discounts or commissions attributable to sales
of the Shares will be borne by the Selling Shareholders or the Permitted
Transferees, as the case may be. The Company has agreed to indemnify the
Selling Shareholders and the Permitted Transferees against certain civil
liabilities, including certain liabilities arising under the Securities Act.
See "Plan of Distribution."
The Class A Special Common Stock is quoted on the Nasdaq National Market
("Nasdaq") under the symbol "CMCSK." On June 14, 1996, the last reported sale
price of the Class A Special Common Stock was $18.50 per share.
See "Risk Factors," commencing on page 4 of this Prospectus, for a
discussion of certain factors which should be considered by prospective
purchasers of Shares offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
with respect to the Shares (together with all amendments, exhibits and
schedules thereto, the "Registration Statement"). This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, to which reference is
hereby made. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete; with
respect to each contract, agreement or other document filed as an exhibit to
the Registration Statement, reference is made to such exhibit for a more
complete description of the matter involved.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Commission. The
Registration Statement as well as the periodic reports, proxy statements and
other information filed by the Company with the Commission may be inspected
and copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or
at its regional offices located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can be obtained in person
from the public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.:
0-6983) pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) the Company's Current Reports on Form 8-K as filed on February 12,
1996, April 10, 1996, May 9, 1996 and May 28, 1996; and
(d) the description of the Class A Special Common Stock contained in the
Company's Registration Statement on Form 8-A dated November 4,
1986.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares contemplated hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The information relating to the Company contained in this Prospectus should
be read together with the information in the documents incorporated by
reference.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all documents incorporated in this Prospectus by reference,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in those documents. Requests for such copies should
be directed to: Comcast Corporation, Attn: Treasurer, 1500 Market Street,
Philadelphia, PA 19102-2148, (215) 665-1700.
RISK FACTORS
Prospective investors should consider carefully the following factors in
addition to other information set forth or incorporated by reference in this
Prospectus in evaluating an investment in the Shares offered hereby. In
addition, certain information included or incorporated by reference in this
Prospectus is forward-looking. Such forward-looking information involves
important risks and uncertainties that could cause actual future results to
differ significantly from those expressed in any forward-looking statements
made by, or on behalf of, the Company. These risks and uncertainties include,
but are not limited to, those described below and other uncertainties relating
to economic conditions, acquisitions and divestitures, government and
regulatory policies, the pricing and availability of equipment, materials,
inventories and programming, technological developments and changes in the
competitive environment in which the Company operates.
Recent and Anticipated Losses; Stockholders' Deficiency. In recent
years, the Company has experienced significant growth both through
strategic acquisitions and growth in its existing businesses. The effects
of these acquisitions have been to increase significantly the Company's
revenues and expenses, resulting in substantial increases in operating
income before depreciation and amortization, depreciation and amortization
expense and net interest expense. As a result of the increases in
depreciation and amortization expense and interest expense associated with
these acquisitions and their financing, it is expected that the Company
will continue to recognize substantial losses for the foreseeable future.
Losses before extraordinary items and the cumulative effect of accounting
changes for the years ended December 31, 1993, 1994 and 1995 and for the
three months ended March 31, 1995 and 1996 were $98.9 million, $75.3
million, $37.8 million, $628,000 and $34.6 million, respectively.
Principally as a result of these losses and the effects of extraordinary
items and the cumulative effect of accounting changes, the Company had a
stockholders' deficiency as of March 31, 1996 of $891.6 million. It is
anticipated that this stockholders' deficiency will increase through the
date of consummation of the Scripps Transaction (as defined below). See
"The Company--Recent Developments--Scripps Cable." It is not expected that
the stockholders' deficiency will significantly affect the way the Company
does business or its ability to obtain financing. Following the
consummation of the Scripps Transaction, it is anticipated that the Company
will have stockholders' equity as a result of the anticipated issuance of
shares of Class A Special Common Stock in connection therewith. On a pro
forma basis for the Scripps Transaction, as of March 31, 1996, the Company
had stockholders' equity of $702.6 million.
The Company realized operating income before depreciation and amortization
of $606.4 million, $576.3 million, $1.019 billion, $219.6 million and $270.1
million for the years ended December 31, 1993, 1994 and 1995 and for the three
months ended March 31, 1995 and 1996, respectively. Operating income before
depreciation and amortization is commonly referred to in the Company's
businesses as "operating cash flow." Operating cash flow is a measure of a
company's ability to generate cash to service its obligations, including debt
service obligations, and to finance capital and other expenditures. In part
due to the capital intensive nature of the Company's businesses and the
resulting significant level of non-cash depreciation and amortization expense,
operating cash flow is frequently used as one of the bases for comparing the
Company's businesses. Operating cash flow does not purport to represent net
income or net cash provided by operating activities, as those terms are
defined under generally accepted accounting principles, and should not be
considered as an alternative to such measurements as an indicator of the
Company's performance. As a result of the Company's operating income before
depreciation and amortization, its existing cash balances, lines of credit and
other financing resources, the Company believes that it will meet its current
and long-term liquidity and capital requirements, including fixed charges.
Factors Affecting Future Operations. The cable television and cellular
telephone communications industries, as well as the Company's electronic
retailing operations, may be affected by, among other things: (i) changes in
government law and regulation; (ii) changes in the competitive environment;
(iii) changes in technology; (iv) franchise related matters; (v) market
conditions that may adversely affect the availability of debt and equity
financing; and (vi) general economic conditions.
The cable television and cellular telephone communications industries are
subject to extensive regulation at the federal, state and local levels. No
assurance can be given as to what future actions Congress or the Federal
Communications Commission ("FCC") or other regulatory authorities may take or
the effects thereof on the cable television or cellular telephone
communications industries in general or on the Company in particular.
The cable television and cellular telephone communications industries are
highly competitive and subject to technological change. It is not possible to
predict the effects of such competition or such technological change on these
industries in general or on the Company in particular.
Cable television companies operate under franchises granted by local
authorities that are subject to renewal and renegotiation from time to time.
No assurance can be given as to future franchise renewals.
Possible Volatility of Stock Price; Dilution. No prediction can be made as
to the effect, if any, that future market sales of the Class A Special Common
Stock or the availability of such stock for sale will have on the prevailing
market price of the Class A Special Common Stock. Sales of a significant
amount of the Class A Special Common Stock could adversely affect the market
price of such stock.
The Company's Board of Directors has authorized a market repurchase program
(the "Repurchase Program") pursuant to which the Company may repurchase up to
an aggregate of $500 million of the Class A Special Common Stock and the
Company's Class A Common Stock, $1.00 par value (the "Class A Common Stock"),
from time to time, in the open market or in private transactions, subject to
market conditions. The Repurchase Program is intended to decrease the level
of dilution to the Company's stockholders that will arise as a result of the
Scripps Transaction. See "The Company--Recent Developments--Scripps Cable."
Such repurchases may affect the market price of the Class A Special Common
Stock.
Absence of Voting Rights; Principal Shareholder. Except in certain limited
circumstances, the holders of the Class A Special Common Stock are not
entitled to vote, while the Class A Common Stock entitles its holders to one
vote per share and the Company's Class B Common Stock, $1.00 par value (the
"Class B Common Stock"), entitles its holders to 15 votes per share. Sural
Corporation ("Sural") is the sole owner of all of the outstanding shares of
Class B Common Stock (8,786,250 shares outstanding as of March 31, 1996). As
of such date, Sural also owned 1,845,037 shares of Class A Common Stock and
5,315,772 shares of Class A Special Common Stock. Based upon the number of
shares of Class A Common Stock and Class B Common Stock outstanding as of
March 31, 1996, Sural is entitled to cast approximately 80% of the votes which
all shareholders are entitled to cast. Ralph J. Roberts, the Chairman of the
Board of Directors of the Company, controls Sural and, in addition, as of
March 31, 1996, was the beneficial owner of 835,325 shares of Class A Special
Common Stock and 319,070 shares of Class A Common Stock, excluding shares
issuable upon the exercise of options. In addition, as of such date, Mr.
Roberts also held options to purchase 658,125 shares of Class B Common Stock
and 5,180,559 shares of Class A Special Common Stock. Mr. Roberts' ownership,
directly and through Sural, allows Mr. Roberts to control substantially all
actions to be taken by the Company's shareholders, including the election of
directors to the Company's Board of Directors. This voting control may have
the effect of discouraging offers to acquire the Company because the
consummation of any such acquisition would effectively require the consent of
Mr. Roberts and may preclude holders of the Company's common stock from
receiving any premium above market price for their shares that may be offered
in connection with any attempt to acquire control of the Company.
Anti-Takeover Effects of Certain Provisions of the Company's Articles of
Incorporation and By-Laws. Certain provisions of the Company's articles of
incorporation and by-laws could have the effect of making it more difficult
for a third party to acquire, or discouraging a third party from acquiring, a
majority of the outstanding capital stock of the Company and could make it
more difficult to consummate certain types of transactions involving an actual
or potential change of control in the Company, such as a merger, tender offer
or proxy contest. The most significant of these is the disparate voting
rights of the Company's common stock described above. Additionally, shares of
preferred stock may be issued in the future without further shareholder
approval and upon such terms and conditions, and having such rights,
privileges and preferences as the Company's Board of Directors may determine.
Risks Associated With International Investments. The Company has made, and
intends to continue to consider making, investments in companies located
outside the United States ("US"). Such investments are subject to risks and
uncertainties relating to the economic, social and political climate of those
countries. Risks specifically related to foreign investments may include
risks of fluctuation in currency valuation, expropriation, confiscatory
taxation and nationalization, increased regulation and approval requirements
and governmental regulation limiting returns to foreign investors.
Dividend Policy. The Company began paying quarterly dividends on its Class
A Common Stock in 1977. Since 1978, the Company has paid equal dividends on
both the Class A Common Stock and the Class B Common Stock. Since December
1986, when the Class A Special Common Stock was issued, the Company has paid
equal per share dividends on shares of all classes of its common stock.
It is the intention of the Company's Board of Directors to continue to pay
regular quarterly cash dividends on all classes of its common stock. The
declaration and payment of future dividends on the Company's common stock and
on any preferred stock subsequently issued and their amounts depend upon the
results of operations, financial condition and capital needs of the Company,
contractual restrictions on the Company and its subsidiaries and other
factors. The Company is a holding company and its ability to pay cash
dividends will be dependent on its ability to receive cash dividends, advances
and other payments from its subsidiaries. Certain agreements to which certain
of the Company's subsidiaries are a party contain restricted payment
provisions that limit the amount of cash dividends, advances and other
payments that those subsidiaries may pay to the Company.
THE COMPANY
Unless the context indicates otherwise, information contained herein gives
effect to the consummation of the Sports Venture Acquisition (as defined
below). See "--Recent Developments--Regional Sports Venture."
Business
The Company is principally engaged in the development, management and
operation of wired and wireless telecommunications and the provision of
content. Wired telecommunications includes cable and telecommunications
services in the US and the United Kingdom ("UK"). Wireless telecommunications
includes cellular services, personal communications services, provided through
the Company's investment in Sprint Spectrum (as defined below), and direct to
home satellite television. Content is provided through QVC, Inc. and its
subsidiaries ("QVC"), an electronic retailer, Comcast Content & Communications
Corporation and other programming investments. The Company's consolidated
domestic cable operations served more than 3.4 million subscribers and passed
more than 5.5 million homes as of March 31, 1996. The Company owns a 50%
interest in Garden State Cablevision L.P., a cable communications company
serving approximately 201,000 subscribers and passing approximately 293,000
homes as of March 31, 1996. In the UK, a subsidiary of the Company, Comcast
UK Cable Partners Limited, holds ownership interests in four cable and
telephony businesses that collectively have the potential to serve over 1.6
million homes. The Company provides cellular telephone communications
services pursuant to licenses granted by the FCC in markets with an aggregate
population of over 8.3 million, including the area in and around the City of
Philadelphia, Pennsylvania, the State of Delaware and a significant portion of
the State of New Jersey. Through QVC, the Company markets a wide variety of
products and reaches over 54 million homes across the US and an additional
five million in the UK. See "--Recent Developments."
The Company was organized in 1969 under the laws of the Commonwealth of
Pennsylvania and has its principal executive offices at 1500 Market Street,
Philadelphia, Pennsylvania, 19102-2148, (215) 665-1700.
Recent Developments
Regional Sports Venture. In March 1996, the Company entered into
definitive agreements through which it will ultimately acquire (the "Sports
Venture Acquisition") an interest of approximately 66% in the Philadelphia
Flyers Limited Partnership, a Pennsylvania limited partnership ("PFLP"), the
assets of which, upon consummation of the Sports Venture Acquisition, will
consist of (i) the National Basketball Association ("NBA") franchise to own
and operate the Philadelphia 76ers basketball team and related assets (the
"Sixers"), (ii) the National Hockey League ("NHL") franchise to own and
operate the Philadelphia Flyers hockey team and related assets, which PFLP
currently owns, and (iii) two adjacent arenas, leasehold interests in and
development rights related to the land underlying such arenas and other
adjacent parcels of land located in Philadelphia, Pennsylvania (collectively,
the "Arenas"). The remaining interest of approximately 34% in PFLP will be
owned by a group (the "Snider Group"), including Edward M. Snider ("Snider"),
the current majority owner of PFLP and the Arenas. A company owned by Snider
will manage PFLP after the consummation of the Sports Venture Acquisition.
In April 1996, the Company completed the first step of the Sports Venture
Acquisition by purchasing the Sixers from Mr. Harold Katz for $125.0 million
in cash plus assumed net liabilities of approximately $11.0 million through
a partnership controlled by the Company. To complete the Sports Venture
Acquisition, the Company will contribute its interest in the Sixers, exchange
the Shares and pay $15.0 million in cash for an interest of approximately 66%
in PFLP. At the same time, Snider will cause all of the Snider Group's
interests in the Arenas to be contributed to PFLP for an interest of
approximately 34% in PFLP. See "Selling Shareholders." In connection with
the Sports Venture Acquisition, PFLP will assume the outstanding liabilities
relating to the Sixers and the Arenas, including a mortgage obligation of
approximately $155.0 million. The closing of the Sports Venture Acquisition
is expected to occur during the second or third quarter of 1996 and is subject
to certain approvals, including approvals of the NBA and the NHL, and other
conditions. The Company anticipates that it will account for its interest in
PFLP under the equity method.
Sprint Spectrum. Effective as of January 1996, the Company,
Tele-Communications, Inc., Cox Communications, Inc. and Sprint Corporation
(collectively, the "Parents"), and certain subsidiaries of the Parents,
entered into a series of agreements relating to their joint venture to engage
in the communications business announced in March 1995. Under an Amended and
Restated Agreement of Limited Partnership of MajorCo, L.P. (known as "Sprint
Spectrum"), the business of Sprint Spectrum will be the provision of wireless
telecommunications services and will not include the previously authorized
business of providing local wireline communications services to residences and
businesses. A partnership owned entirely by subsidiaries of the Company owns
15% of Sprint Spectrum. The Company accounts for its investment in Sprint
Spectrum under the equity method.
Scripps Cable. In October 1995, the Company announced its agreement to
acquire the cable television operations ("Scripps Cable") of The E.W. Scripps
Company in exchange for shares of the Company's Class A Special Common Stock,
worth $1.575 billion, subject to certain closing adjustments (the "Scripps
Transaction"). Scripps Cable passes approximately 1.2 million homes and
serves approximately 800,000 subscribers, with over 60% of the subscribers
located in Sacramento, California and Chattanooga and Knoxville, Tennessee.
The acquisition is expected to close in the third quarter of 1996, subject to
shareholder and regulatory approval and certain other conditions.
USE OF PROCEEDS
The Company will not receive any proceeds from the sales hereunder of the
Shares but will bear certain of the expenses thereof. See "Plan of
Distribution."
SELLING SHAREHOLDERS
The Shares are being offered for the account of one or more of the Selling
Shareholders and the Permitted Transferees. Each of the Selling Shareholders
and Permitted Transferees may offer any Shares it holds in separate
transactions or in a single transaction. The Merger Shares and the Preferred
Shares will be issued to the Selling Shareholders in connection with the
consummation of the Sports Venture Acquisition, pursuant to an agreement and
plan of merger (the "Sports Venture Merger Agreement") to be entered into at
or prior to the closing of the Sports Venture Acquisition among the Company, a
wholly owned subsidiary of the Company (the "Merger Subsidiary"), Philadelphia
Hockey Club, Inc., a Pennsylvania corporation ("PHCI"), Spectrum, Ltd., a
Pennsylvania corporation ("Spectrum"), and each of the Selling Shareholders.
Pursuant to the Sports Venture Merger Agreement, PHCI and Spectrum will be
merged with and into the Merger Subsidiary (the "Sports Venture Merger"). The
Preferred Shares are convertible, in whole or in part, into shares of Class A
Special Common Stock at the option of the holders of the Preferred Shares,
subject to certain conditions. The number of Conversion Shares issued upon
conversion of the Preferred Shares into Class A Special Common Stock is
subject to certain anti-dilution adjustments. See "Description of Capital
Stock--Preferred Stock." Currently, all of the outstanding capital stock of
PHCI is owned by Snider and all of the outstanding capital stock of Spectrum
is owned by the Selling Shareholders other than Snider. PHCI and Spectrum
currently own an aggregate 84.15% partnership interest in PFLP. See "The
Company--Recent Developments--Regional Sports Venture."
Upon consummation of the Sports Venture Acquisition, the Selling
Shareholders will be the beneficial owners of an aggregate of 4,900,418 shares
of Class A Special Common Stock, including 1,045,168 shares of Class A Special
Common Stock into which the Preferred Shares are convertible (prior to any
anti-dilution adjustments). The number of shares of Class A Special Common
Stock that will be beneficially owned by each Selling Stockholder,
respectively, upon consummation of the Sports Venture Acquisition (prior to
any anti-dilution adjustments) is set forth in the table below.
Percentage of
Class A Special Class A
Name Common Stock(1) Special Common Stock
- ---- --------------- --------------------
Edward M. Snider...... 3,909,552(2) 2.0%(3)
Jay T. Snider......... 303,659 *
Lindy L. Snider ...... 273,117 *
Tina S. Escoll ....... 277,532 *
Craig A. Snider....... 136,558 *
Samuel Snider......... 75,914(4) *
Sarena Snider......... 75,914(5) *
________
* Less than 1%.
(1) Includes the following numbers of shares of Class A Special Common
Stock into which Preferred Shares to be received in the Sports Venture
Merger are convertible (prior to any anti-dilution adjustments):
Edward M. Snider, 758,678; Jay T. Snider, 0; Lindy L. Snider,
121,288; Tina S. Escoll, 104,558; Craig A. Snider, 60,644; Samuel
Snider, 0; and Sarena Snider, 0. Immediately prior to the consummation
of the Sports Venture Merger, none of the Selling Shareholders will
beneficially own any shares of Class A Special Common Stock.
(2) Includes 75,914 shares of Class A Special Common Stock to be received in
the Sports Venture Merger by Samuel Snider and 75,914 shares of Class A
Special Common Stock to be received in the Sports Venture Merger by Sarena
Snider. Samuel and Sarena Snider are minor children of Edward M. Snider
for whom he acts as custodian.
(3) Represents the number of shares of Class A Special Common Stock to be
beneficially owned by Edward M. Snider upon consummation of the Sports
Venture Acquisition (prior to any anti-dilution adjustments) expressed
as a percentage of (a) all shares of Class A Special Common Stock
actually outstanding as of March 31, 1996, plus (b) the number of
shares of Class A Special Common Stock to be beneficially owned by
Edward M. Snider upon consummation of the Sports Venture Acquisition
(prior to any anti-dilution adjustments).
(4) Samuel Snider is a minor child of Edward M. Snider for whom he acts as
custodian.
(5) Sarena Snider is a minor child of Edward M. Snider for whom he acts as
custodian.
Pursuant to the terms of the Sports Venture Merger Agreement, sales of
Shares by the Selling Shareholders and the Permitted Transferees during
certain blackout periods will be prohibited, if under Federal or state
securities law the Company would be required, in order to permit such
sales, to disclose material information not otherwise required to be
disclosed and the Company in good faith determines that such disclosure
would be materially adverse to the Company or to a proposed or pending
transaction. Any such blackout period will not exceed 45 days in length,
and blackouts may be exercised a maximum of two times during any
consecutive 12-month period, subject to certain conditions. In addition,
pursuant to the Sports Venture Merger Agreement, the Selling Shareholders
will agree, and cause their Permitted Transferees to agree, not to offer,
sell, contract to sell or otherwise dispose of any Shares or Preferred
Shares, including any sale pursuant to Rule 144 under the Securities Act,
or engage in any transaction the direct or indirect economic consequence of
which is to transfer the ownership of such shares, during the 14 days prior
to, and the 90-day period beginning on, the date of the commencement of an
underwritten public offering of Class A Special Common Stock or any
securities convertible into Class A Special Common Stock, if and to the
extent requested of the Company and similarly situated persons
by the managing underwriter or underwriters participating in such
offering. The Sports Venture Merger Agreement also provides that each
Selling Shareholder will not transfer or enter into an agreement or
arrangement which will result in the transfer prior to the second
anniversary of the consummation of the Sports Venture Merger of that number
of such Selling Shareholder's Merger Shares or Preferred Shares (or
Conversion Shares into which such Preferred Shares are convertible), the
aggregate value of which, calculated as of the time of the consummation of
the Sports Venture Merger, exceeds 50% of the aggregate value of such
Merger Shares and Preferred Shares (or Conversion Shares into which such
Preferred Shares are convertible) calculated as of such time.
DESCRIPTION OF CAPITAL STOCK
The statements made under this caption include summaries of certain
provisions contained in the Company's articles of incorporation (the "Articles
of Incorporation") and by-laws (the "By-Laws"). These statements do not
purport to be complete and are qualified in their entirety by reference to the
Articles of Incorporation and By-Laws.
The authorized capital stock of the Company consists of 500,000,000 shares
of Class A Special Common Stock; 200,000,000 shares of Class A Common Stock;
50,000,000 shares of Class B Common Stock; and 20,000,000 shares of preferred
stock, without par value (the "Preferred Stock"). As of March 31, 1996, there
were 192,662,145 shares of Class A Special Common Stock, 35,114,511 shares of
Class A Common Stock, 8,786,250 shares of Class B Common Stock and no shares
of Preferred Stock outstanding.
Common Stock
Dividends. Subject to the preferential rights of any Preferred Stock then
outstanding, the holders of Class A Special Common Stock, Class A Common Stock
and Class B Common Stock (collectively, the "Common Stock") are entitled to
receive pro rata per share such cash dividends as from time to time may be
declared by the Company's Board of Directors out of funds legally available
therefor. The Articles of Incorporation currently provide that stock
dividends on, and stock splits of, any class of Common Stock shall not be paid
or issued unless paid or issued on all classes of Common Stock, in which case
they are to be paid or issued only in shares of that class or in shares of
either Class A Common Stock or Class A Special Common Stock. A proposed
amendment to the Articles of Incorporation, to be voted on by shareholders at
the annual meeting of the Company scheduled to be held on June 19, 1996, if
approved, would permit the Company, at the discretion of the Board of
Directors, (i) to make distributions to shareholders of equity interests in
the Company or other entities in which holders of each of the three classes of
Common Stock would receive different classes of such equity interests with
relative rights equivalent to the existing relative rights of the three
existing classes and (ii) to adopt plans of merger, asset transfer, division,
share exchange or recapitalization accomplishing the same result.
Voting Rights. The holders of the Class A Special Common Stock are not
entitled to vote in the election of directors or otherwise, except where class
voting is required by applicable law or the Articles of Incorporation, in
which case, each holder of Class A Special Common Stock shall be entitled to
one vote per share. Each holder of Class A Common Stock has one vote per
share and each holder of Class B Common Stock has 15 votes per share. The
Articles of Incorporation currently provide that the Class A Special Common
Stock, the Class A Common Stock and the Class B Common Stock vote as separate
classes on certain amendments to the Articles of Incorporation regarding
conversion rights of the Class B Common Stock and as required by applicable
law. A proposed amendment to the Articles of Incorporation, to be voted on by
shareholders at the annual meeting of the Company scheduled to be held on June
19, 1996, would provide, if approved, that holders of the Company's stock will
have class voting rights only to the extent required under applicable law.
Under applicable law, holders of Class A Special Common Stock have voting
rights in the event of certain amendments to the Articles of Incorporation and
certain mergers and other fundamental corporate changes. In all other
instances, including the election of directors, the Class A Common Stock and
the Class B Common Stock vote as one class. Neither the holders of Class A
Common Stock nor the holders of Class B Common Stock have cumulative voting
rights. See "Risk Factors-- Absence of Voting Rights; Principal Shareholder."
Conversion of Class B Common Stock. The Class B Common Stock is
convertible on a share-for-share basis into either the Class A Common Stock or
the Class A Special Common Stock at the option of the holder. Such conversion
rights of holders of Class B Common Stock are subject to adjustment in certain
circumstances upon the occurrence of certain events in order to prevent the
dilution of the conversion rights and the voting rights of the holders of
Class B Common Stock.
Liquidation. In the event of the liquidation, dissolution or winding up,
either voluntary or involuntary, of the Company, the holders of Class A
Special Common Stock, Class A Common Stock and Class B Common Stock are
entitled to receive, subject to any liquidation preference of any Preferred
Stock then outstanding, the remaining assets, if any, of the Company in
proportion to the number of shares held by them, respectively, without regard
to class.
Miscellaneous. The holders of Class A Special Common Stock, Class A Common
Stock and Class B Common Stock do not have any preemptive rights, except that
if the right to subscribe to stock or options or warrants to purchase stock is
offered or granted to all holders of Class A Special Common Stock or Class A
Common Stock, parallel rights must be given to all holders of Class B Common
Stock. No decrease in the number of shares of any class of Common Stock
resulting from a combination or consolidation of shares or other capital
reclassification may be made unless parallel action is taken with respect to
each other class of Common Stock, so that the number of shares of each class
of Common Stock outstanding is decreased proportionately.
All shares of Class A Special Common Stock, Class A Common Stock and Class
B Common Stock presently outstanding are, and all shares of the Class A
Special Common Stock offered hereby, will, when issued, be fully paid and
non-assessable. The Company has been advised that the Class A Special Common
Stock and Class A Common Stock are exempt from existing Pennsylvania personal
property tax.
The Class A Special Common Stock and the Class A Common Stock are quoted on
Nasdaq under the symbols "CMCSK" and "CMCSA," respectively. There is no
established public trading market for the Class B Common Stock.
The transfer agent and registrar for the Class A Special Common Stock and
Class A Common Stock is The Bank of New York, One Wall Street, New York, New
York 10286.
Preferred Stock
The Board of Directors of the Company is authorized to issue in one or more
series up to a maximum of 20,000,000 shares of Preferred Stock. Preferred
Stock may be issued with such designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion or exchange rights
and other special or relative rights as the Board of Directors shall from time
to time fix by resolution. Upon consummation of the Sports Venture
Acquisition, 4,998 shares of Series A Convertible Preferred Stock will be
outstanding.
Series A Convertible Preferred Stock
Rank. The Series A Convertible Preferred Stock will be subject to the
creation of securities that will rank prior to, on a parity with, or junior to
the Series A Convertible Preferred Stock as to the payment of dividends and as
to distribution of assets upon liquidation, dissolution or winding up.
Dividends. Each holder of Series A Convertible Preferred Stock will be
entitled to receive, out of funds legally available therefor, cumulative cash
dividends at the annual rate of $250.00 per share, payable quarterly in
arrears.
Liquidation. In the event of the liquidation, dissolution or winding up,
whether voluntary or involuntary, of the Company, the holders of the Series A
Convertible Preferred Stock will be entitled to receive an amount in cash
equal to $5,000.00 per share plus an amount equal to all dividends accrued and
unpaid thereon to the date fixed for final distribution, before any payment or
distribution of the assets of the Company will be made on the Common Stock or
on any class or series of capital stock of the Company ranking junior to the
Series A Convertible Preferred Stock.
Redemption. The Series A Convertible Preferred Stock may not be
redeemed by the Company prior to June , 1999. Beginning June , 1999, the
Series A Convertible Preferred Stock may be redeemed in whole or in part at
the option of the Company, out of funds legally available therefor, at a
redemption price of $5,000.00 in cash per share plus accrued and unpaid
dividends, without interest, if the average market price per share of Class
A Special Common Stock for any 20 trading days during any period of 30
consecutive trading days exceeds 130% of the conversion price during such
period, but any such redemption may only be made during the 15-day period
immediately following any such 30-day period, provided that notice of such
redemption must be provided to the holders within the 15-day period
immediately following any such 30-day period. The conversion price will
initially be $23.91, based on an initial conversion ratio of 209.1175, as
described below. See "--Conversion." Beginning June , 2001, the Company
may redeem the Series A Convertible Preferred Stock, in whole or in part,
out of funds legally available therefor, at a redemption price of $5,250.00
in cash per share, declining by $50.00 for every full 12-month period after
June , 2001 and prior to June , 2006, plus accrued and unpaid dividends,
without interest, if the average market price per share of Class A Special
Common Stock for any 20 trading days during any period of 30 consecutive
trading days exceeds the conversion price (which will initially be $23.91,
based on the initial conversion ratio) during such period, provided that
notice of such redemption must be provided to the holders within the 15-day
period immediately following any such 30-day period.
Beginning June , 2006, the Series A Convertible Preferred Stock may be
redeemed in whole or in part at the option of the Company, out of funds
legally available therefor, at a redemption price of $5,000.00 in cash per
share plus accrued and unpaid dividends, without interest, irrespective of
the market price of the Class A Special Common Stock.
Conversion. The Series A Convertible Preferred Stock is convertible at any
time and from time to time prior to the date of redemption, in whole or in
part, at the option of the holders thereof, into shares of Class A Special
Common Stock at an initial ratio of 209.1175 shares of Class A Special Common
Stock for each share of Series A Convertible Preferred Stock, subject to
certain conditions. No fractional shares of Class A Special Common Stock will
be issued upon conversion of the Series A Convertible Preferred Stock.
Settlement of any fractional shares will be made in cash based upon the then
current market price of Class A Special Common Stock in lieu thereof.
The initial conversion ratio will be adjusted in case of certain events,
including (i) the issuance of shares of the Company's capital stock as a
dividend or distribution on the Class A Special Common Stock; (ii) the
subdivision or combination of Class A Special Common Stock or the issuance of
shares of capital stock by reclassification of the Class A Special Common
Stock; (iii) the issuance to all holders of Class A Special Common Stock of
certain rights or warrants (other than pursuant to a shareholder rights plan)
to subscribe for or purchase Class A Special Common Stock at a price less than
its then current market value (or to subscribe for or purchase securities
convertible into Class A Special Common Stock having an effective exercise
price per share of Class A Special Common Stock less than its then current
market value); and (iv) the distribution to all holders of Class A Special
Common Stock of evidences of indebtedness, assets (excluding regular cash
dividends, dividends payable in capital stock referred to in clause (i) above,
and distributions declared in the ordinary course), or rights or warrants
(other than pursuant to a shareholder rights plan and other than rights or
warrants referred to in clause (iii) above) to subscribe for or purchase any
of the Company's securities.
If the Company is party to a merger or consolidation, a sale of all or
substantially all of its assets or a recapitalization of the Class A Special
Common Stock (excluding any transaction as to which clause (ii) of the
immediately preceding paragraph applies), in each case as a result of which
shares of Class A Special Common Stock will be converted into the right to
receive stock, securities or other property, each share of Series A
Convertible Preferred Stock that is not converted into the right to receive
stock, securities or other property in such transaction will thereafter be
convertible into the kind and amount of shares of stock, securities and other
property receivable upon the consummation of such transaction by a holder of
that number of shares or fraction thereof of Class A Special Common Stock into
which one share of Series A Convertible Preferred Stock was convertible
immediately prior to such transaction.
Voting Rights. The holders of Series A Convertible Preferred Stock are not
entitled to any voting rights except as otherwise provided by the Articles of
Incorporation or by law.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders and
the Permitted Transferees. Such sales may be made in the over-the-counter
market or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Shares may be sold by means of one or more of the following types of
transactions: (i) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (iv) direct sales to
purchasers; (v) underwritten transactions; and (vi) if applicable, an exchange
distribution in accordance with the rules of such exchange. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate in the sales.
In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales
of the Shares registered hereunder in the course of hedging the positions
they assume with Selling Shareholders. The Selling Shareholders may also
sell shares of Class A Special Common Stock short and redeliver the Shares
to close out such short positions. The Selling Shareholders may also enter
into exchange-based listed option transactions. The Selling Shareholders
may also loan or pledge the Shares registered hereunder to a broker-dealer
and the broker-dealer may sell the Shares so loaned or upon a default the
broker-dealer may effect sales of the pledged Shares pursuant to this
Prospectus. The Selling Shareholders may also donate the Shares to a donee
and the donee may sell the Shares so donated.
Broker-dealers or agents may receive compensation in the form of fees,
discounts or commissions from Selling Shareholders in amounts to be negotiated
in connection with any sale. The Selling Shareholders, the Permitted
Transferees, such broker-dealers and any other participating broker-dealers
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales, and any such fee, discount or commission may be
deemed to be underwriting compensation under the Securities Act. In addition,
any Shares which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
Generally all costs, fees and expenses incurred in connection with the
registration of the sale of the Shares will be borne by the Company. Any
underwriting or brokerage fees, discounts or commissions attributable to
sales of the Shares, out of pocket expenses of the Selling Shareholders or
the Permitted Transferees, and any stock transfer taxes payable on resale
of the Shares will be borne by the Selling Shareholders or the Permitted
Transferees, as the case may be. The Company, the Selling Shareholders and
the Permitted Transferees may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the Securities
Act. The Company has agreed to indemnify the Selling Shareholders and the
Permitted Transferees and the Selling Shareholders have agreed, and have
agreed to cause the Permitted Transferees, to indemnify the Company against
certain liabilities in connection with the offering of the Shares,
including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by Arthur R.
Block, Esq., Senior Deputy General Counsel of the Company.
EXPERTS
The consolidated financial statements and the related financial statement
schedule of Comcast Corporation and its subsidiaries as of December 31, 1995
and 1994 and for each of the three years ended December 31, 1995, incorporated
in this Prospectus by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
The Company's consolidated financial statements include amounts for QVC,
Comcast International Holdings, Inc. ("Comcast International") and Garden
State Cablevision L.P. ("Garden State"). Other auditors have audited the
consolidated financial statements of QVC as of December 31, 1995 and for the
eleven-month period then ended, the consolidated financial statements of
Comcast International as of December 31, 1994 and for the two years then
ended, and the financial statements of Garden State as of December 31, 1994
and for the two years then ended. The reports of such auditors with respect
to the financial statements of QVC, Comcast International and Garden State
were relied upon by Deloitte & Touche LLP for the purpose of its report with
respect to the consolidated financial statements of the Company described
above, insofar as such report relates to amounts included in the Company's
consolidated financial statements for QVC, Comcast International and Garden
State for the periods specified in the Company's consolidated financial
statements.
The combined financial statements of Scripps Cable as of December 31, 1995
and 1994 and for each of the years ended December 31, 1995, 1994 and 1993,
included in Amendment Number 3 dated May 10, 1996 to the Report on Form 8-K of
The E.W. Scripps Company dated December 28, 1995 and incorporated by reference
in this Prospectus, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all fees and expenses payable by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions).
All such fees and expenses, except the Commission registration fee and the
Nasdaq listing fee, are estimated.
Securities and Exchange Commission registration fee... $ 30,733
Nasdaq listing fee.................................... 17,500
Legal fees and expenses............................... 25,000
Accounting fees and expenses.......................... 25,000
Blue sky fees and expenses (including counsel fees)... 7,500
Printing expenses..................................... 25,000
Miscellaneous......................................... 10,000
_________
Total........................................... $ 140,733
=========
Item 15. Indemnification of Directors and Officers.
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania
Business Corporation Law of 1988 (the "BCL") contain provisions for mandatory
and discretionary indemnification of a corporation's directors, officers and
other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee or agent of the corporation or serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, has no reasonable cause to believe his conduct was
unlawful. Under Section 1743, indemnification is mandatory to the extent that
the director, officer, employee or agent has been successful on the merits or
otherwise in defense of any action or proceeding relating to third-party or
derivative actions if the appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Sections 1741 or 1742 shall be made by the
corporation as authorized in the specific case upon a determination that
the representative met the applicable standard of conduct set forth in
those sections and such determination shall be made by the board of
directors by majority vote of a quorum of directors not parties to the
action or proceeding; if a quorum is not obtainable or if obtainable and a
majority of disinterested directors so directs, by independent legal
counsel; or by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by
the court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by this Subchapter of the
BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding that office.
Section 1747 also grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him in his capacity as officer or directors, whether or not the corporation
would have the power to indemnify him against the liability under this
Subchapter of the BCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Sections 1741-1750 of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Sections 1741-1750 of the BCL shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer of
the Company may be insured or indemnified in any manner against any liability
which he may incur in his capacity as such, reference is made to Article VII
of the By-Laws filed as an exhibit herewith.
Item 16. Exhibits
Exhibit
Number Description
------- -----------
3(ii) Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993).
4.1(a) Amended and Restated Articles of Incorporation filed on July
24, 1990 (incorporated by reference to Exhibit 3.1(a) of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.1(b) Amendment to Articles of Incorporation filed on July 14, 1994
(incorporated by reference to Exhibit 3.1(b) of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.1(c) Amendment to Restated Articles of Incorporation filed on July
12, 1995 (incorporated by reference to Exhibit 3.1(c) of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.1(d)* Statement of Designations, Preferences and Rights of 5% Series
A Convertible Preferred Stock of the Company.
4.2 Specimen Class A Special Common Stock Certificate
(incorporated by reference to Exhibit 4(2) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1986).
5* Opinion of Arthur R. Block, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen LLP.
23.6* Consent of Arthur R. Block, Esq. (included in Exhibit 5).
24. Powers of attorney (included in Part II of the Registration
Statement).
99.1 Report of Independent Public Accountants to QVC, Inc., as of
December 31, 1995 and for the eleven-month period then
ended (incorporated by reference to Exhibit 99.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
99.2 Report of Independent Public Accountants to Garden State
Cablevision L.P., as of December 31, 1994 and 1993 and for
the years then ended (incorporated by reference to Exhibit
99.2 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).
99.3 Report of Independent Public Accountants to Comcast
International Holdings, Inc., as of December 31, 1994 and
1993 and for the years then ended (incorporated by
reference to Exhibit 99.3 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994).
_________
* To be filed by amendment.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that subparagraphs (a)(i) and (a)(ii) shall not apply to
the extent that information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. If the securities to be registered are to be offered at competitive
bidding, (1) to use its best efforts to distribute prior to the opening of
bids, to prospective bidders, underwriter, and dealers, a reasonable number of
copies of a prospectus which at that time meets the requirements of Section
10(a) of the Securities Act, and relating to the securities offered at
competitive bidding, as contained in the Registration Statement, together with
any supplements thereto, and (2) to file an amendment to the Registration
Statement reflecting the results of bidding, the terms of the reoffering and
related matters to the extent required by the applicable form, not later than
the first use, authorized by the issuer after the opening of bids, of a
prospectus relating to the securities offered at competitive bidding, unless
no further public offering of such securities by the issuer and no reoffering
of such securities by the purchasers is proposed to be made.
4. For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
5. For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the Undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on June
17, 1996.
COMCAST CORPORATION
By: /s/ Brian L. Roberts
________________________
Brian L. Roberts
President and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ralph J. Roberts, Brian L. Roberts,
Julian A. Brodsky, Stanley Wang and Arthur R. Block and each of them, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ralph J. Roberts Chairman of the Board of June 17, 1996
- ------------------------ Directors; Director
Ralph J. Roberts
/s/ Julian A. Brodsky Vice Chairman of the Board of June 17, 1996
- ------------------------ Directors; Director
Julian A. Brodsky
/s/ Brian L. Roberts President; Director (Principal June 17, 1996
- ------------------------ Executive Officer)
Brian L. Roberts
/s/ Lawrence S. Smith Executive Vice President June 17, 1996
- ------------------------ (Principal Accounting Officer)
Lawrence S. Smith
/s/ John R. Alchin Senior Vice President, Treasurer June 17, 1996
- ------------------------ (Principal Financial Officer)
John R. Alchin
- ------------------------ Director
Daniel Aaron
/s/ Gustave G. Amsterdam Director June 17, 1996
- ------------------------
Gustave G. Amsterdam
/s/ Sheldon M. Bonovitz Director June 17, 1996
- ------------------------
Sheldon M. Bonovitz
/s/ Joseph L. Castle II Director June 17, 1996
- ------------------------
Joseph L. Castle II
/s/ Bernard C. Watson Director June 17, 1996
- ------------------------
Bernard C. Watson
/s/ Irving A. Wechsler Director June 17, 1996
- ------------------------
Irving A. Wechsler
/s/ Anne Wexler Director June 17, 1996
- ------------------------
Anne Wexler
</TABLE>
EXHIBIT INDEX
Exhibit Description
Number
-------
3(ii) Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
4.1(a) Amended and Restated Articles of Incorporation filed on July 24,
1990 (incorporated by reference to Exhibit 3.1(a) of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.1(b) Amendment to Articles of Incorporation filed on July 14, 1994
(incorporated by reference to Exhibit 3.1(b) of the Company's
Annual Report on Form 10-K for the year ended December 31,
1995).
4.1(c) Amendment to Restated Articles of Incorporation filed on July
12, 1995 (incorporated by reference to Exhibit 3.1(c) of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.1(d)* Statement of Designations, Preferences and Rights of 5% Series A
Convertible Preferred Stock of the Company.
4.2 Specimen Class A Special Common Stock Certificate (incorporated by
reference to Exhibit 4(2) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1986).
5* Opinion of Arthur R. Block, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen LLP.
23.6* Consent of Arthur R. Block, Esq. (included in Exhibit 5).
24. Powers of attorney (included in Part II of the Registration
Statement).
99.1 Report of Independent Public Accountants to QVC, Inc., as of
December 31, 1995 and for the eleven-month period then ended
(incorporated by reference to Exhibit 99.1 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1995).
99.2 Report of Independent Public Accountants to Garden State
Cablevision L.P., as of December 31, 1994 and 1993 and for the
years then ended (incorporated by reference to Exhibit 99.2 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
99.3 Report of Independent Public Accountants to Comcast International
Holdings, Inc., as of December 31, 1994 and 1993 and for the
years then ended (incorporated by reference to Exhibit 99.3 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
_________
* To be filed by amendment.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Comcast Corporation on Form S-3 of our report dated February 29, 1996
appearing in the Annual Report on Form 10-K of Comcast Corporation for the
year ended December 31, 1995, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
June 12, 1996
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Comcast Corporation on Form S-3 of our report dated February 22, 1996 relating
to the combined financial statements of Scripps Cable, appearing in Amendment
Number 3 dated May 10, 1996 to the Current Report on Form 8-K of The E.W.
Scripps Company dated December 28, 1995, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of such Registration
Statement.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
June 12, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
QVC, Inc.:
We consent to the use of our report dated February 2, 1996, with respect to
the consolidated balance sheet of QVC, Inc. and subsidiaries as of December
31, 1995, and the related consolidated statements of operations, shareholders'
equity, and cash flows for the eleven-month period ended December 31, 1995,
which report is included as an exhibit to the Annual Report on Form 10-K of
Comcast Corporation for the year ended December 31, 1995 which Form 10-K is
incorporated by reference in the Registration Statement on Form S-3 of Comcast
Corporation filed on or about June 12, 1996.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
June 12, 1996
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 17, 1995
on the financial statements of Garden State Cablevision L.P. included in
Comcast Corporation's Form 10-K for the year ended December 31, 1995 and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
June 12, 1996
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 17, 1995
on the financial statements of Comcast International Holdings, Inc. included
in Comcast Corporation's Form 10-K for the year ended December 31, 1995, and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa,
June 12, 1996
