<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1996
REGISTRATION NO. 333-13083
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
COMCAST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
PENNSYLVANIA 4841 23-1709202
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 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
COMCAST CORPORATION
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
(215) 665-1700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
WILLIAM L. TAYLOR, ESQ. WILLIAM APPLETON, ESQ.
DAVIS POLK & WARDWELL BAKER & HOSTETLER
450 LEXINGTON AVENUE 3200 NATIONAL CITY CENTER
NEW YORK, NEW YORK 10017 CLEVELAND, OHIO 44114
(212) 450-4000 (216) 621-0200
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as possible after this Registration Statement becomes effective
and all other conditions to the Merger of The E.W. Scripps Company with and into
Comcast Corporation pursuant to the Agreement and Plan of Merger described in
the enclosed Joint Proxy Statement-Prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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 or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
--------
2.1 Agreement and Plan of Merger (the "Merger Agreement")
by and among The E.W. Scripps Company, Scripps Howard,
Inc., and Comcast Corporation dated as of October 28,
1995 (attached as Annex I to the Joint Proxy Statement-
Prospectus) and Form of Amendment to the Merger
Agreement (attached to Annex II to the Joint Proxy
Statement-Prospectus).
2.2 Voting Agreement by and among Comcast Corporation, The
E.W. Scripps Company, Sural Corporation and The Edward
W. Scripps Trust, dated as of October 28, 1995 (attached
as Exhibit E to Annex I to the Joint Proxy
Statement-Prospectus).
4.1 Specimen Class A Common Stock Certificate (incorporated
by reference to Exhibit 2(a) to the Company's
Registration Statement on Form S-7 filed with the
Commission on September 17, 1980, File No. 2-69178).
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).
4.3(a) Indenture (including form of Note), dated as of May 15,
1983, between Storer Communications, Inc. and The Chase
Manhattan Bank, N.A., as Trustee, relating to 10%
Subordinated Debentures due May 2003 of Storer
Communications, Inc. (Incorporated by reference
1
<PAGE> 3
to Exhibit 4.6 to the Registration Statement on Form
S-1 (File No. 2-98938) of SCI Holdings, Inc.).
4.3(b) First Supplemental Indenture, dated December 3, 1986
(incorporated by reference to Exhibit 4.5 to the
Current Report on Form 8-K of Storer Communications,
Inc. dated December 3, 1986).
4.4 Amended and Restated Indenture dated as of June 5,
1992 among Comcast Cellular Corporation, the Company
and The Bank of New York, as Trustee, relating to
$500,493,000 Series A Senior Participating Redeemable
Zero Coupon Notes due 2000 and $500,493,000 Series B
Senior Participating Redeemable Zero Coupon Notes due
2000 (incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-1 (File No.
33-46863) of Comcast Cellular Corporation).
4.5 Indenture, dated as of October 17, 1991, between the
Company and Morgan Guaranty Trust Company of New
York, as Trustee (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K
filed with the Commission on October 31, 1991).
4.6 Form of Debenture relating to the Company's 10-1/4%
Senior Subordinated Debentures due 2001 (incorporated
by reference to Exhibit 4(19) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1991).
4.7 Form of Debenture relating to the Company's
$300,000,000 10-5/8% Senior Subordinated Debentures
due 2012 (incorporated by reference to Exhibit 4(17)
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992).
4.8 Form of Debenture relating to the Company's
$200,000,000 9-1/2% Senior Subordinated Debentures
due 2008 (incorporated by reference to Exhibit 4(18)
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992).
4.9 Indenture, dated as of February 20, 1991, between the
Company and Bankers Trust Company, as Trustee
(incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-3, File
No. 33-32820, filed with the Commission on January
11, 1990).
4.10 Form of Debenture relating to the Company's
3-3/8%/5-1/2% Step-up Convertible Subordinated
Debentures Due 2005 (incorporated by reference to
Exhibit 4(14) to the Company's Annual Report on Form
10-K for the year ended December 31, 1993).
4.11 Form of Debenture relating to the Company's 1-1/8%
Discount Convertible Subordinated Debentures Due 2007
(incorporated by
2
<PAGE> 4
reference to Exhibit 4 to the Company's Current
Report on Form 8-K filed with the Commission on
November 15, 1993).
4.12 Form of Debenture relating to the Company's $250.0
million 9-3/8% Senior Subordinated Debentures due
2005 (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995).
4.13 Form of Debenture relating to the Company's $250.0
million 9-1/8% Senior Subordinated Debentures due
2006 (incorporated by reference to Exhibit 4.13 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1995).
4.14 Indenture dated as of November 15, 1995, between
Comcast UK Cable Partners Limited and Bank of
Montreal Trust Company, as Trustee, in respect of
Comcast UK Cable Partners Limited's 11.20% Senior
Discount Debentures due 2007 (incorporated by
reference to Exhibit 4.1 to the Registration
Statement on Form S-1 (File No. 33- 96932) of Comcast
UK Cable Partners Limited).
4.14(a) Form of Debenture relating to Comcast UK Cable
Partners Limited's 11.20% Senior Discount Debentures
due 2007 (incorporated by reference to Exhibit 4.2 to
the Registration Statement on Form S-1 (File No.
33-96932) of Comcast UK Cable Partners Limited).
5 *Opinion and consent of Arthur R. Block, Senior
Deputy General Counsel of Comcast Corporation,
regarding legality of the registered securities.
8.1 *Opinion and consent of Baker & Hostetler regarding
certain tax matters.
8.2 *Opinion and consent of Davis Polk & Wardwell
regarding certain tax matters.
10.1 Comcast Corporation 1996 Stock Option Plan, dated
March 13, 1996 (incorporated by reference to the
definitive additional materials to the Company's
amended definitive Proxy Statement for its Annual
Meeting of Shareholders held on June 19, 1996,
filed on May 15, 1996).
21 List of Subsidiaries (incorporated by reference to
Comcast's Annual Report on Form 10-K for the year
ended December 31, 1995).
23.1 *Consent of Merrill Lynch & Co.
23.2 *Consent of Arthur R. Block (included in Exhibit 5)
23.3 Consents of Deloitte & Touche LLP
3
<PAGE> 5
23.4 *Consent of Baker & Hostetler (included in Exhibit
8.1)
23.5 *Consent of Davis Polk & Wardwell (included in Exhibit
8.2)
23.6 Consent of KPMG Peat Marwick LLP
23.7 Consents of Arthur Andersen LLP
23.8 *Consent of Lehman Brothers
23.9 *Consent of Donaldson, Lufkin & Jenrette Securities
Corporation
23.10 Consent of Merrill Lynch & Co.
24 *Power of Attorney
99.1 *Forms of Proxy.
99.2 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).
99.3 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).
99.4 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).
99.5 *Report of Merrill Lynch & Co. to the Board of
Directors of The E.W. Scripps Company
99.6 *Fairness opinion given by Donaldson, Lufkin &
Jenrette Securities Corporation to The Edward W.
Scripps Trust and the Trustees thereof.
99.7 Report of Merrill Lynch & Co. to the Board of
Directors of The E.W. Scripps Company dated
November 12, 1996.
*Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES
None Required
(C) OPINION OF FINANCIAL ADVISOR
Fairness opinion given by Merrill Lynch & Co. is included as Annex II
to the Joint Proxy Statement-Prospectus.
4
<PAGE> 6
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Philadelphia, Pennsylvania, on November 13, 1996.
COMCAST CORPORATION
By: /s/ Stanley Wang
---------------------------------
Stanley Wang,
Senior Vice-President
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>
* Chairman of the Board of November 13, 1996
- ------------------------- Directors; Director
Ralph J. Roberts
* Vice Chairman of the Board November 13, 1996
- ------------------------- of Directors; Director
Julian A. Brodsky
* President; Director November 13, 1996
- ------------------------- (Principal Executive
Brian L. Roberts Officer)
* Executive Vice President, November 13, 1996
- ------------------------- (Principal Accounting
Lawrence S. Smith Officer)
* Senior Vice President November 13, 1996
- ------------------------- and Treasurer (Principal
John R. Alchin Financial Officer)
* Director November 13, 1996
- -------------------------
Daniel Aaron
* Director November 13, 1996
- -------------------------
Gustave G. Amsterdam
* Director November 13, 1996
- -------------------------
Sheldon M. Bonovitz
* Director November 13, 1996
- -------------------------
Joseph L. Castle II
* Director November 13, 1996
- -------------------------
Bernard C. Watson
* Director November 13, 1996
- -------------------------
Irving A. Wechsler
* Director November 13, 1996
- -------------------------
Anne Wexler
</TABLE>
*By: /s/ Stanley Wang
-----------------------
Stanley Wang
Attorney-In-Fact
5
<PAGE> 7
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
<S> <C> <C>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
23.3 Consents of Deloitte & Touche LLP
23.6 Consent of KPMG Peat Marwick LLP
23.7 Consents of Arthur Andersen LLP
23.10 Consent of Merrill Lynch & Co.
99.7 Report of Merrill Lynch & Co.
to the Board of Directors
of The E.W. Scripps Company dated November 12, 1996
</TABLE>
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-13083 of Comcast Corporation on Form
S-4 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
November 12, 1996
<PAGE> 2
Exhibit 23.3
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-13083 of Comcast Corporation and its
subsidiaries on Form S-4 of our report dated January 22, 1996, appearing in the
Amendment Number 1 dated May 9, 1996 to the Annual Report on Form 10-K of The
E.W. Scripps Company and subsidiary companies for the year ended December 31,
1995 and our report dated February 22, 1996 relating to the financial
statements of Scripps Cable appearing in Amendment Number 5 on Form 8-K/A dated
July 18, 1996 to The E.W. Scripps Company's Report on Form 8-K dated December
28, 1995 and to the reference to us under the heading "Experts" in the Joint
Proxy Statement-Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
November 12, 1996
<PAGE> 1
Exhibit 23.6
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
QVC, Inc.:
We consent to the incorporation by reference in this Post Effective Amendment
No. 1 to the Registration Statement on Form S-4 of Comcast Corporation 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 herein.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
November 12, 1996
<PAGE> 1
Exhibit 23.7
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post Effective Amendment No. 1 to the Registration Statement
on Form S-4 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.
November 12, 1996
<PAGE> 2
Exhibit 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post Effective Amendment No. 1 to the Registration Statement
on Form S-4 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.,
November 12, 1996
<PAGE> 1
Exhibit 23.10
We hereby consent to the use of our opinion letter dated November 12, 1996
to the Board of Directors of The E.W. Scripps Company included as part of
post-effective Amendment Number 1 to the Registration Statement on Form S-4
relating to the proposed merger of The E.W. Scripps Company with and into
Comcast Corporation. In giving such consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Michael R. Costa
-------------------------------------
Managing Director
Investment Banking Group
November 12, 1996
<PAGE> 1
Exhibit 99.7
Corporate and Institutional
Client Group
World Financial Center
North Tower
New York, New York 10281-1328
212 449 1000
[MERRILL LYNCH LOGO]
November 12, 1996
Board of Directors
The E.W. Scripps Company
312 Walnut Street, 28th Floor
Cincinnati, Ohio 45202
Dear Sirs:
The E.W. Scripps Company, a Delaware corporation (the "Company"), has (a)
entered into (i) an Agreement and Plan of Merger, dated as of October 28, 1995
(the Agreement and Plan of Merger and together with the Form of Agreement to
Agreement and Plan of Merger, attached as Annex II to the Proxy, as hereinafter
defined, the "Merger Agreement"), by and among the Company, Scripps Howard,
Inc., an Ohio corporation ("SHI"), and Comcast Corporation, a Pennsylvania
corporation (the "Acquiror"), and (ii) a Voting Agreement, dated as of October
28, 1995 (the "Voting Agreement"), by and among the Company, the Acquiror, The
Edward W. Scripps Trust (the "Trust") and the Acquiror stockholder signatory
thereto (the "Acquiror Stockholder"), and (b) pursuant to the Merger Agreement,
has entered into (iii) a Contribution and Assumption Agreement (the
"Contribution Agreement") between the Company and SHI and (iv) a Non-Competition
Agreement (the "Non-Competition Agreement") by and among the Company, SHI and
the Acquiror. The Trust, which owns approximately 79.5% of the Company's Common
Voting Stock, $.01 par value (the "Voting Common Stock"), and approximately
54.7% of the Company's Class A Common Stock, $.01 par value (the "Class A Common
Stock" and together with the Voting Common Stock, the "Company Common Stock"),
has entered into or will enter into (a) a Board Representation Agreement (the
"Board Representation Agreement") by and among the Trust, the Acquiror and the
Acquiror Stockholder and (b) a Registration Rights Agreement (the "Registration
Rights Agreement") between the Trust and the Acquiror. The Merger Agreement, the
Contribution Agreement, the Voting Agreement, the Non-Competition Agreement, the
Board Representation Agreement and the Registration Rights Agreement are
collectively referred to herein as the "Agreements."
Pursuant to the Agreements, (i) the Company has contributed to SHI
substantially all of the assets of the Company (other than those assets
described in the Contribution Agreement as being retained by the Company (the
"Company Cable Business")) and will distribute to its stockholders the
outstanding shares of capital stock of SHI so that the holders of the Voting
Common Stock will receive the Common Voting Shares, $.01 par value, of SHI (the
"SHI Voting Shares") and the holders of the Class A Common Stock will receive
the Class A Common Shares, $.01 par value, of SHI (the Class A Common Shares
together with the SHI Voting Shares, "SHI Stock") and (ii) the Company
(immediately following such distribution) will merge with and into the Acquiror
(the "Merger") as a result of which each share of Company Common Stock will be
converted into the right to receive the Common Stock Conversion Number (as
defined in the Merger Agreement) of shares of Class A Special Common Stock,
$1.00 par value, of the Acquiror (the "Acquiror Stock"). The aforementioned
transactions and related transactions
<PAGE> 2
[MERRILL LYNCH LOGO]
Board of Directors
The E.W. Scripps Company
Page 2
described in the Agreements are collectively referred to herein as the
"Transactions." The consideration to be received by the holders of the Company
Common Stock pursuant to the Merger is herein referred to as the "Merger
Consideration".
You have asked us whether, in our opinion, the Merger Consideration is
fair to the stockholders of the Company from a financial point of view.
In arriving at the opinion set forth below, we have, among other things:
(1) Reviewed the Company's Annual Reports, Forms 10-K and related
financial information for the four fiscal years ended December 31, 1995 and the
Company's Forms 10-Q and the related unaudited financial information for the
quarterly periods ended March 31, 1996, June 30, 1996 and September 30, 1996;
(2) Reviewed the Acquiror's Annual Reports, Forms 10-K and related
financial information for the four fiscal years ended December 31, 1995 and the
Acquiror's Forms 10-Q and the related unaudited financial information for the
quarterly periods ended March 31, 1996, June 30, 1996 and September 30, 1996;
(3) Reviewed certain other filings by the Company and the Acquiror
with the Securities and Exchange Commission;
(4) Reviewed certain information, including internal and unaudited
financial statements, operating data and forecasts relating to the business,
earnings, cash flow, assets and prospects of the Company and the Company Cable
Business, furnished to us by the Company;
(5) Conducted discussions with members of senior management of the
Company, the Company Cable Business and the Acquiror concerning their
respective businesses, strategic objectives and prospects;
(6) Reviewed the recent market prices and trading activity of the
Acquiror Stock, including the fact that since July 10, 1996, the Acquiror Stock
has traded at closing prices below the minimum Collar Price (as defined in the
Proxy);
(7) Reviewed the historical market prices and trading activity of
equity securities of publicly traded companies engaged in businesses we believe
to be generally comparable to those of the Company, the Company Cable Business
and the Acquiror, respectively;
(8) Compared the results of certain operations of the Company, the
Company Cable Business and the Acquiror with that of certain companies which we
deemed to be reasonably similar to the Company, the Company Cable Business and
the Acquiror, respectively;
(9) Compared the financial terms of the Merger with the financial
terms of certain cable television acquisitions which we deemed to be relevant;
<PAGE> 3
[MERRILL LYNCH LOGO]
Board of Directors
The E.W. Scripps Company
Page 3
(10) Reviewed and analyzed the pro forma financial effects of the
Transactions on the Company;
(11) Reviewed the Agreements and related schedules;
(12) Reviewed the Joint Proxy Statement-Prospectus for the Company and the
Acquiror dated September 30, 1996 (the "Proxy"); and
(13) Reviewed such other financial studies and analyses and performed such
other investigations and took into account such other matters as we deemed
necessary, including our assessment of general economic, market and monetary
conditions.
In preparing our opinion, we have relied on the accuracy and completeness
of all information supplied or otherwise made available to us by the Company,
the Company Cable Business and the Acquiror, and we have not independently
verified such information or any underlying assumptions. With respect to the
financial forecasts furnished by the Company and the Company Cable Business, we
have assumed that they have been reasonably prepared in accordance with accepted
industry practice and reflect the best currently available estimates and
judgment of the Company's or the Company Cable Business' management as to the
future competitive, operating and regulatory environments and expected future
financial performance of the Company or the Company Cable Business. We have not
made any independent evaluation or appraisal of the assets or liabilities of the
Company, the Company Cable Business or the Acquiror, nor have we been furnished
with any such appraisals. We understand that the Transactions qualify as a
tax-free reorganization and understand that the Trust has sufficient voting
power to approve the Transactions. Furthermore, we express no opinion as to the
price or range of prices at which the shares of Acquiror Stock or SHI Stock will
trade subsequent to the consummation of the Transactions.
As part of this assignment, we have assisted the Company in identifying a
broad spectrum of knowledgeable and qualified buyers who were contacted and
given the opportunity to make a thorough evaluation of the Company Cable
Business in preparation for the submission of a proposal to acquire the Company
Cable Business. As a result of these efforts, the Company received various
indications of interest regarding possible business transactions involving the
Company Cable Business, which we have assessed and reviewed with the management
and the Board of Directors of the Company.
We have acted as financial advisor to the Company in connection with the
Transactions and will receive a fee for our services, payment of a significant
portion of which is contingent upon consummation of the Transactions. We have,
in the past, provided financial advisory and/or financial services to the
Company and the Acquiror and its affiliates, and have received fees for the
rendering of such services. In addition, in the ordinary course of our
securities business, we may actively trade debt and/or equity securities of the
Acquiror and its affiliates for our own account and the accounts of our
customers, and we may from time to time hold a long or short position in such
securities.
It is understood that this letter is for the information of the Board of
Directors of the Company and may not be relied upon or used for any other
purpose without our prior written consent; provided, however, that this letter
may be filed with the Securities and Exchange Commission as an exhibit to the
Registration Statement on Form S-4, of which the Proxy forms a part.
<PAGE> 4
[MERRILL LYNCH LOGO]
Board of Directors
The E.W. Scripps Company
Page 4
On the basis of, and subject to, the foregoing and such other matters as we
consider relevant, we are of the opinion that, as of the date hereof, the Merger
Consideration is fair to the stockholders of the Company from a financial point
of view.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By /s/ Michael R. Costa
----------------------------------
