<PAGE>
As filed with the Securities and Exchange Commission on
December 24, 1996.
Registration Statement No. 333-
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
COMCAST CORPORATION
- --------------------------------------------------------------------------
(Exact name of issuer 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
- --------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
COMCAST CORPORATION 1996 DEFERRED COMPENSATION PLAN
- --------------------------------------------------------------------------
(Full Title of the Plan)
Arthur R. Block, Esquire
Vice President and Senior Deputy General Counsel
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
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(Name and address of agent for service)
(215) 665-1700
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(Telephone number, including area code, of agent for service)
Copies to:
Mark K. Kessler, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
Philadelphia, PA 19102
(215) 977-2000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Proposed
Title of Securities Amount Maximum
to be Registered to be Registered Offering Price
Per Share<F1>
<S> <C> <C>
- --------------------------------------------------------------------------
Deferred
Compensation $20,000,000 100%
Obligations
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Proposed
Maximum Amount of
Aggregate Registration
Offering Price <F1> Fee <F2>
- --------------------------------------------------------------------------
$20,000,000 $6,060.61
- --------------------------------------------------------------------------
<FN>
<F1>
(1) The deferred compensation obligations to which this Registration
Statement relates (the "Deferred Compensation Obligations") arise under
the Comcast Corporation 1996 Deferred Compensation Plan (the "Plan") and
are unsecured obligations of Comcast Corporation to pay deferred
compensation in the future pursuant to compensation deferral elections
made by participants in the Plan in accordance with the terms of the Plan.
</F1>
<F2>
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purposes of calculating the registration fee.
</F2>
</FN>
/TABLE
<PAGE>
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Comcast Corporation (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "1934
Act") are incorporated into this registration statement by reference:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996.
3. The Registrant's Current Reports on Form 8-K as filed on
February 12, 1996, April 10, 1996, May 9, 1996, May 28, 1996 (amended by a
Form 8-K/A filed on July 22, 1996), August 21, 1996, November 4, 1996 and
November 27, 1996.
4. The description of the Registrant's capital stock, including
its Class A Special Common Stock, $1.00 par value, contained in the
Registrant's Registration Statement on Form 8-A/A as filed on July 16,
1996.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the 1934 Act after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute a part hereof except as so modified or
superseded.
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 registration statement by
reference from the Registrant's Annual Report on Form 10-K for the year
ended December 31,
II-1<PAGE>
<PAGE>
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 Registrant's consolidated financial statements include
amounts for QVC, Inc. and subsidiaries ("QVC"), Comcast International
Holdings, Inc. and subsidiaries ("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 Registrant described above, insofar as such report
relates to amounts for QVC, Comcast International and Garden State for the
periods specified in the Registrant's consolidated financial statements
included in the Registrant's consolidated financial statements.
The combined financial statements of Scripps Cable as of December
31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 included in Amendment Number 5 dated July 18, 1996 to
the Current Report on Form 8-K of The E.W. Scripps Company dated December
28, 1995 and incorporated by reference in this registration statement,
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.
Item 4. Description of Securities.
-------------------------
The following description of the deferred compensation
obligations of the Registrant under the Comcast Corporation 1996 Deferred
Compensation Plan (the "Plan") is qualified by reference to the Plan,
which is included as an exhibit to this registration statement.
Capitalized terms used in this Item 4 and not otherwise defined in this
registration statement shall have the respective meanings attributed to
such terms in the Plan.
The deferred compensation obligations incurred by the Registrant
under the Plan will be unsecured general obligations of the Registrant to
pay the Compensation deferred in accordance with the terms of the Plan,
and will rank equally with other unsecured and unsubordinated indebtedness
of the Registrant, from time to time outstanding, payable from the general
assets of the Registrant. Because the Registrant has subsidiaries, the
right of the Registrant, and hence the right of creditors of the
Registrant (including Participants in the Plan), to participate in a
distribution of the assets of a subsidiary upon its liquidation or
reorganization or otherwise, necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a creditor may be recognized.
II-2<PAGE>
<PAGE>
Under the Plan, the Registrant will provide Eligible Employees of
the Registrant and each of the Registrant's subsidiaries which is a
Participating Company and members of the Registrant's Board of Directors
(the "Board") who are not employees of a Participating Company (the
"Outside Directors") with the opportunity to elect to defer all or a
portion of the Compensation to be received from the Registrant or another
Participating Company, provided that sales commissions or similar payments
or awards shall not be included as Compensation for purposes of the Plan,
and Severance Pay shall be included as Compensation for purposes of the
Plan only to the extent permitted by the Subcommittee on Performance Based
Compensation of the Compensation Committee of the Board (the "Committee"),
in its sole discretion.
Effective January 1, 1997, each Participant, other than a
Participant who is subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 (an "Insider"), may, as an alternative to
having all of his or her Account credited with income, gains and losses as
if it were invested in the Plan's Income Fund, elect to have all or any
portion of his or her Account (to the extent credited through the December
31 preceding the effective date of such election) credited with income,
gains and losses as if it were invested in the Plan's Common Stock Fund
(the "Deferred Compensation Obligations"). An investment fund election
shall continue in effect until revoked or superseded. Amounts subject to
distribution in installments shall be deemed invested in the Income Fund
beginning when installment distributions commence. In the absence of an
effective election, the Participant shall be deemed to have elected to
have his or her Account credited with income, gains and losses as if it
were invested in the Income Fund. Investment fund elections under the
Plan will be effective as of the first day of each Plan Year beginning on
and after January 1, 1997, provided that the election is filed with the
Committee on or before the close of business on December 31 of the Plan
Year preceding such Plan Year. A Participant may only make an investment
fund election with respect to the Participant's accumulated Account as of
the December 31 preceding the effective date of the election. If a
Participant who was not an Insider becomes an Insider, then,
notwithstanding the foregoing, such Participant may elect to transfer to
the Income Fund the portion of his Account, if any, deemed invested in the
Company Stock Fund, effective as of the first day of any calendar month
beginning after such Participant becomes an Insider. Each amount of
Compensation deferred by a Participant in accordance with the terms of the
Plan will be credited to such Participant's Account as of the date on
which such amount would have been paid to the Participant but for the
Participant's election to defer receipt of the amount under the Plan.
As defined in the Plan, the Income Fund is a hypothetical
investment fund pursuant to which income, gains and losses are credited to
a Participant's Account as if such Account, to the extent deemed invested
in the Income Fund, were credited with interest at the Applicable Interest
Rate. As defined in the Plan, the Applicable Interest Rate means 12% per
annum, compounded annually as of the last day of the Plan Year (the
"Standard Applicable Interest Rate"), except to the extent the Committee,
in its sole discretion, designates for the period extending from the date
of a Participant's termination of employment to the date of his or her
Account's distribution in full an Applicable Interest Rate equal to the
lesser of (i) the Standard Applicable Interest Rate and (ii) the Prime
Rate plus one percent, compounded annually as of the last day of the Plan
Year.
II-3<PAGE>
<PAGE>
As defined in the Plan, the Company Stock Fund is a hypothetical
investment fund pursuant to which income, gains and losses are credited to
a Participant's Account as if the Account, to the extent deemed invested
in the Company Stock Fund, were invested in hypothetical shares of the
Registrant's Class A Special Common Stock, $1.00 par value (the "Company
Stock"), and all dividends and other distributions paid with respect to
Company Stock were temporarily held uninvested in cash and then
reinvested, as of the next suceeding December 31, in additional
hypothetical shares of the Company Stock, based on the Fair Market Value
of the Company Stock as of such date.
Except as otherwise provided in the case of a liquidation of the
Registrant or a Change of Control, each Participant is permitted to
specify by election the method of distribution of any amount credited to
his or her Account. Under the terms of the Plan, a Participant may elect
from among the following methods of distribution: (i) a lump sum
payment; (ii) substantially equal annual installments over a period of
five, ten or 15 years; and (iii) substantially equal monthly installments
over a period not exceeding 15 years.
If a Participant terminates employment (or, in the case of a
Participant who is an Outside Director, such Participant terminates
service as an Outside Director) because of disability, or the Participant
becomes disabled after termination of employment or service, the
Participant may elect to change the form of distribution and/or elect to
accelerate the payment of the distribution so that payment is made or
commences on the January 2nd of the calendar year which begins after the
date of disability. If a Participant terminates employment or service due
to death, or if a Participant dies after termination of employment or
service, the Participant's beneficiary or beneficiaries may change the
form of distribution and/or accelerate the payment of the distribution so
that a distribution is made or commences on the January 2nd of the
calendar year which begins after the date of death; or defer the
commencement of distribution for a minimum of one additional year from the
existing benefit commencement date, provided that any deferral election to
defer the benefit commencement date results in the distribution of the
Participant's Account balance in full on or before the fifth anniversary
of the Participant's death. Notwithstanding the terms of an election, if,
upon the written application of a Participant, the Committee determines
that such Participant has a financial emergency of such a substantial
nature and beyond the individual's control that payment of amounts
previously deferred under the Plan is warranted, the Committee, in its
sole discretion, may authorize the immediate distribution to the
Participant of all or a portion of his or her Account.
The Plan provides that the Registrant shall give Participants at
least 30 days notice (or, if not practicable, such shorter notice as may
be reasonably practicable) prior to the anticipated date of the
consummation of a liquidation of the Registrant or a Change of Control
(each a "Terminating Event"). The Committee may, in its discretion,
provide in such notice that notwithstanding any other provision of the
Plan or the terms of any election, upon the consummation of a Terminating
Event, the Account balance of each Participant shall be distributed in
full.
II-4<PAGE>
<PAGE>
Whether or not the Registrant is a Participant's employer, all
Compensation deferred under the Plan will continue for all purposes to be
a part of the general funds of the Registrant and the Participant's
Account will at all times represent the general obligation of the
Registrant. Each Participant will be a general creditor of the Registrant
with respect to all of the Registrant's deferred compensation obligations
to the Participant under the Plan, and will not have a secured or
preferred position with respect to his or her Account. Nothing contained
in the Plan shall be deemed to create an escrow, trust, custodial account
or fiduciary relationship of any kind or to eliminate any priority or
preferred position of a Participant in a bankruptcy matter with respect to
claims for wages. Under the terms of the Plan, the right of a Participant
in or to an Account, benefit or payment under the Plan shall not be
subject in any manner to attachment or other legal process for the debts
of such Participant; and no such Account, benefit or payment shall be
subject to anticipation, alienation, sale, transfer, assignment or
encumbrance.
The Registrant, by action of the Board or the Committee, without
the consent of Participants, may amend or modify the Plan at any time,
except that no such action shall change the Applicable Interest Rate with
respect to the portion of a Participant's Account that is attributable to
an election made with respect to Compensation earned in a Plan Year and
filed with the Committee before the date of such action. The Registrant,
by action of the Board, reserves the right at any time, or from time to
time, to terminate the Plan.
The Registrant will settle a Participant's Account and discharge
all Obligations under the Plan in cash.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. 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 attorneys' 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
II-5<PAGE>
<PAGE>
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 Section 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 bylaw, 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 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 director, whether
or not the corporation would have the power to indemnify him against that
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
II-6<PAGE>
<PAGE>
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.
Section 7-2 of the Registrant's Bylaws provides that the
Registrant will indemnify any director or officer of the Registrant to the
fullest extent permitted by Pennsylvania Law against all expense,
liability and loss reasonably incurred or suffered by such person in
connection with any threatened pending or completed action, suit or
proceeding (a "Proceeding") involving such person by reason of the fact
that he or she is or was a director or officer of the Registrant or is or
was serving at the request or for the benefit of the Registrant in any
capacity for another corporation or other enterprise. No indemnification
pursuant to Section 7-2 may be made, however, in any case where the act or
failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness.
Section 7-2 further provides that the right to indemnification
includes the right to have the expenses incurred by the indemnified person
in defending any Proceeding paid by the Registrant in advance of the final
disposition of the Proceeding to the fullest extent permitted by
Pennsylvania Law. In addition, Section 7-2 provides that the Registrant
may purchase and maintain insurance for the benefit of any person on
behalf of whom insurance is permitted to be purchased by Pennsylvania Law
against any expense, liability or loss whether or not the Registrant would
have the power to indemnify such person under Pennsylvania or other law.
The Registrant may also purchase and maintain insurance to insure its
indemnification obligations, whether arising under the Bylaws or
otherwise. In addition, Section 7-2 states that the Registrant may create
a fund of any nature or otherwise may secure in any manner its
indemnification obligations, whether arising under the Bylaws or
otherwise.
Section 7-3 of the Registrant's Bylaws states that the provisions
of the Bylaws relating to indemnification constitute a contract between
the Registrant and each of its directors and officers which may be
modified as to any director or officer only with that person's consent or
as provided in Section 7-3. Further, any repeal or amendment of the
indemnification provisions of the Bylaws adverse to any director or
officer will apply only on a prospective basis. In addition, no repeal or
amendment of the Bylaws may affect the indemnification provisions of the
Bylaws so as to limit indemnification or the advancement of expenses in
any manner unless adopted by (a) the unanimous vote of the directors of
the Registrant then serving or (b) the affirmative vote of shareholders
entitled to cast at least 80% of the votes that all shareholders are
entitled to cast in the election of directors, provided that no such
amendment will have a retroactive effect inconsistent with the preceding
sentence.
The Registrant has purchased directors and officers liability
insurance for its directors and officers.
II-7<PAGE>
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following Exhibits are filed or incorporated by reference as
part of this registration statement:
Exhibit No. Description
4.1(a) Amended and Restated Bylaws of the
Registrant (incorporated by reference to
Exhibit 3(ii) to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1993).
4.1(b) Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1(a)
of the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995).
4.1(c) Amendment to Restated Articles of
Incorporation (incorporated by reference to
Exhibit 3.1(b) of the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1995).
4.1(d) Amendment to Restated Articles of
Incorporation (incorporated by reference to
Exhibit 3.1(c) of the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1995).
4.1(e) Amendment to Restated Articles of
Incorporation (incorporated by reference to
Exhibit 4.1(d) of the Registrant's
Registration Statement (No. 333-06161) on
Form S-3).
5.1 Opinion of Wolf, Block, Schorr and Solis-
Cohen, Philadelphia, Pennsylvania.
5.2 Opinion of Pepper, Hamilton & Scheetz,
Philadelphia, Pennsylvania.
10 Comcast Corporation 1996 Deferred
Compensation Plan.
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.
II-8<PAGE>
<PAGE>
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Wolf, Block, Schorr and Solis-
Cohen (included in Exhibit 5.1).
23.7 Consent of Pepper, Hamilton & Scheetz
(included in Exhibit 5.2).
24. Power of Attorney (included on page II-11 of
this 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 Registrant'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 Registrant'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 Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1994).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
1. 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 of 1933, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this registration statement;
II-9<PAGE>
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply, if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability under
the 1933 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.
3. 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the 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.
(h) Insofar as indemnification for liabilities arising under the
1933 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 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
II-10<PAGE>
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
--------------------------------
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania,
on December 20, 1996.
COMCAST CORPORATION
By: BRIAN L. ROBERTS
------------------------------------
Brian L. Roberts
President and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph J. Roberts, Brian L. Roberts,
Julian A. Brodsky, Stanley Wang and Arthur R. Block, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's 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 the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title(s) Date
- --------- -------- ----
RALPH J. ROBERTS Chairman of the Board December 20, 1996
- ------------------------ of Directors; Director
Ralph J. Roberts
JULIAN A. BRODSKY Vice Chairman of the December 20, 1996
- ------------------------ Board of Directors;
Julian A. Brodsky Director
II-11<PAGE>
Signature Title(s) Date
- --------- -------- ----
BRIAN L. ROBERTS President; Director December 20, 1996
- ------------------------ (Principal Executive
Brian L. Roberts Officer)
LAWRENCE S. SMITH Executive Vice President December 20, 1996
- ------------------------ (Principal Accounting
Lawrence S. Smith Officer)
JOHN R. ALCHIN Senior Vice President, December 20, 1996
- ------------------------ Treasurer (Principal
John R. Alchin Financial Officer)
DANIEL AARON Director December 20, 1996
- ------------------------
Daniel Aaron
GUSTAVE G. AMSTERDAM Director December 20, 1996
- ------------------------
Gustave G. Amsterdam
SHELDON M. BONOVITZ Director December 20, 1996
- ------------------------
Sheldon M. Bonovitz
JOSEPH L. CASTLE II Director December 20, 1996
- ------------------------
Joseph L. Castle II
BERNARD C. WATSON Director December 20, 1996
- ------------------------
Bernard C. Watson
IRVING A. WECHSLER Director December 20, 1996
- ------------------------
Irving A. Wechsler
Director December 20, 1996
- ------------------------
Anne Wexler
II-12<PAGE>
<PAGE>
COMCAST CORPORATION
THE COMCAST CORPORATION 1996 DEFERRED COMPENSATION PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
- ----------
5.1 Opinion of Wolf, Block, Schorr and Solis-Cohen.
5.2 Opinion of Pepper, Hamilton & Scheetz.
10 Comcast Corporation 1996 Deferred Compensation Plan.
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 Wolf, Block, Schorr and Solis-Cohen (included in
Exhibit 5.1).
23.7 Consent of Pepper, Hamilton & Scheetz (included in
Exhibit 5.2).
24 Power of Attorney (included on page II-11 of this
registration statement).
II-13
<PAGE>
EXHIBIT 5.1
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
Twelfth Floor Packard Building
S.E. Corner 15th and Chestnut Streets
Philadelphia, PA 19102-2678
Facsimile: (215) 977-2334
Facsimile: (215) 977-2346
(215) 977-2234
December 19, 1996
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2145
Re: Comcast Corporation 1996
Deferred Compensation Plan (the "Plan")
---------------------------------------
Gentlemen:
We have acted as counsel for Comcast Corporation (the
"Company") in connection with the registration by the Company
under the Securities Act of 1933, as amended (the "1933 Act"), of
obligations which may be incurred by the Company pursuant to the
Plan ("Deferred Compensation Obligations") and the filing with
the Securities and Exchange Commission (the "Commission") of a
registration statement on Form S-8 relating to $20,000,000 of
Deferred Compensation Obligations (the "Registration Statement").
As such counsel, we have made such legal and factual
examinations and inquiries, including an examination of originals
or copies certified or otherwise identified to our satisfaction
of such documents, corporate records, and other instruments as we
have deemed necessary or appropriate for purposes of this
opinion.
On the basis of the foregoing, and in reliance thereon,
and on such other matters as we deem relevant in the
circumstances, we are of the opinion that Deferred Compensation
Obligations incurred by the Company in accordance with the terms
of the Plan will be valid and binding obligations of the Company
enforceable against the Company in accordance with the terms of
the Plan, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and
(b) general principles of equity, regardless of whether
enforceability is considered in a proceeding at law or in equity.<PAGE>
<PAGE>
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In
giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the 1933
Act or the Rules and Regulations of the Commission.
Very truly yours,
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
Wolf, Block, Schorr and Solis-Cohen
<PAGE>
EXHIBIT 5.2
PEPPER, HAMILTON & SCHEETZ
Attorneys at Law
3000 Two Logan Square
Eighteenth & Arch Streets
Philadelphia, Pennsylvania 19103-2799
215-981-4000
Fax: 215-981-4750 Twx: 710-670-0777
December 18, 1996
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102
Re: Comcast Corporation 1996 Deferred
Compensation Plan
Ladies and Gentlemen:
We have acted as special counsel to Comcast Corporation
(the "Company") in connection with the registration by the
Company under the Securities Act of 1933, as amended (the "1933
Act"), of obligations ("Deferred Compensation Obligations") which
may be incurred by the Company pursuant to the Comcast
Corporation 1996 Deferred Compensation Plan (the "Plan"), and the
filing with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form S-8 relating to
the Deferred Compensation Obligations (the "Registration
Statement").
As such special counsel, we have made such legal and
factual examinations and inquiries as we have deemed necessary or
appropriate for purposes of this opinion, and have made such
additional assumptions as are set forth below.
The Plan document states that the Plan was established
to permit non-employee directors and eligible employees to defer
the receipt of compensation otherwise payable to such outside
directors and eligible employees in accordance with the terms of
the Plan. The Plan is unfunded and states that it is maintained
primarily for the purpose of providing deferred compensation to
outside directors and to a select group of management or highly
compensated employees. For the purpose of this opinion, we have
assumed that (1) the Plan was duly adopted by the Company on
August 15, 1996 and amended and restated, effective December 10,
1996 in its current form on December 10, 1996, and (2) the Plan
is maintained primarily for the purpose of providing deferred
compensation to non-employee directors and to a select group of
management or highly compensated employees.
By its express terms, the Plan potentially results in a
deferral of income by employees for periods extending to the
termination of covered employment or beyond. Accordingly, the
Plan is an "employee pension benefit plan" described in section
3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). However, as a Plan that is unfunded and
maintained primarily for the purpose of providing deferred
compensation to outside directors and to a select group of
management or highly compensated employees, the Plan is subject
to parts 1 and 5 of Title I of ERISA, but not to any other
provisions of ERISA.
The Plan is not designed or operated with the purpose
of satisfying the requirements for qualification under section
401(a) of the Internal Revenue Code of 1986, as amended.
Parts 1 and 5 of Title I of ERISA do not impose any
specific written requirements on non-qualified deferred
compensation arrangements such as the Plan as a condition to
compliance with the applicable provisions of ERISA. Further, the
operation of the Plan pursuant to the written provisions of the
Plan will not cause the Plan to fail to comply with parts 1 or 5
of Title I of ERISA.
On the basis of the foregoing, we are of the opinion
that the provisions of the written document constituting the Plan
comply with the requirements of ERISA pertaining to such
provisions.
This opinion letter is issued as of the date hereof and
is limited to the laws now in effect, and in all respects is
subject to and may be limited by future legislation, as well as
by future case law. We assume no responsibility to keep this
opinion current or to supplement it to reflect facts or
circumstances which may hereafter come to our attention or any
changes in laws which may hereafter occur.
We hereby expressly consent to the filing of this
opinion with the Commission as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that
we are in the category of persons whose consent is required under
Section 7 of the 1933 Act or the Rules and Regulations of the
Commission.
Very truly yours,
Pepper, Hamilton & Scheetz
By: ANDREW J. RUDOLPH
-------------------------
A Partner
<PAGE>
Exhibit 10
----------
COMCAST CORPORATION
1996 DEFERRED COMPENSATION PLAN<PAGE>
<PAGE>
TABLE OF CONTENTS
-----------------
Page
1. ESTABLISHMENT OF PLAN . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1
3. ELECTION TO DEFER COMPENSATION. . . . . . . . . . . 7
4. FORMS OF DISTRIBUTION . . . . . . . . . . . . . . . 11
5. BOOK ACCOUNTS . . . . . . . . . . . . . . . . . . . 11
6. NON-ASSIGNABILITY, ETC. . . . . . . . . . . . . . . 13
7. DEATH OR DISABILITY OF PARTICIPANT. . . . . . . . . 13
8. INTERPRETATION. . . . . . . . . . . . . . . . . . . 14
9. AMENDMENT OR TERMINATION. . . . . . . . . . . . . . 14
10. MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . 15
11. EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . 15<PAGE>
<PAGE>
COMCAST CORPORATION
-------------------
1996 DEFERRED COMPENSATION PLAN
-------------------------------
(AS AMENDED AND RESTATED, EFFECTIVE DECEMBER 10, 1996)
------------------------------------------------------
1. ESTABLISHMENT OF PLAN
---------------------
COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 1996 Deferred Compensation Plan (the
"Plan"), effective as of December 10, 1996. The Plan was adopted
effective as of August 15, 1996, to permit outside directors and eligible
employees to defer the receipt of compensation otherwise payable to such
outside directors and eligible employees in accordance with the terms of
the Plan. The Plan is a continuation of the Prior Plan, which was
initially effective as of February 12, 1974. The Plan is unfunded and is
maintained primarily for the purpose of providing deferred compensation to
outside directors and to a select group of management or highly
compensated employees.
2. DEFINITIONS
-----------
2.1 "Account" means the bookkeeping accounts established pursuant
to Section 5.1 and maintained by the Administrator in the names of the
respective Participants, to which all amounts deferred and earnings
allocated under the Plan shall be credited, and from which all amounts
distributed under the Plan shall be debited.
2.2 "Affiliate" means, with respect to any Person, any other Person
that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this definition,
the term "control," including its correlative terms "controlled by" and
"under common control with," mean, with respect to any Person, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise.
2.3 "Active Participant" means:
2.3.1 Each Participant who is in active service as an Outside
Director; and
2.3.2 Each Participant who is actively employed by a
Participating Company as an Eligible Employee.
<PAGE>
<PAGE>
2.4 "Administrator" means the Committee.
2.5 "Annual Rate of Pay" means, as of any date, the sum of:
2.5.1 An employee's annualized base pay rate, plus
2.5.2 The amount of bonus, if any, paid to such employee
pursuant to a Bonus Program during the 365-day period
ending on such date.
An employee's Annual Rate of Pay shall not include sales commissions or
other similar payments or awards.
2.6 "Applicable Interest Rate" means:
2.6.1 Except as otherwise provided in Section 2.6.2, the
Applicable Interest Rate means 12% per annum, compounded
annually as of the last day of the Plan Year.
2.6.2 Except to the extent otherwise required by Section 9.2,
effective for the period extending from a Participant's
employment termination date to the date the
Participant's Account is distributed in full, the
Administrator, in its sole discretion, may designate the
term "Applicable Interest Rate" for such Participant's
Account to mean the lesser of (1) the rate in effect
under Section 2.6.1 or (2) the Prime Rate plus one
percent, compounded annually as of the last day of the
Plan Year.
2.7 "Board" means the Board of Directors of the Company, or the
Executive Committee of the Board of Directors of the Company.
2.8 "Bonus Program" means a plan or arrangement maintained by a
Participating Company for the benefit of a class or category of employees,
which provides for the payment of a cash bonus to eligible members of such
class or category upon the satisfaction of such conditions as may be
provided under such plan or arrangement, provided that the term "Bonus
Program" shall not include any arrangement for the payment of sales
commissions or other similar payments or awards.
2.9 "Change of Control" means any transaction or series of
transactions as a result of which any Person who was a Third Party
immediately before such transaction or series of transactions directly or
indirectly owns then-outstanding securities of the Company having more
than 50 percent of the voting power for the election of directors of the
Company.
-2-<PAGE>
<PAGE>
2.10 "Committee" means the Subcommittee on Performance Based
Compensation of the Compensation Committee of the Board of Directors of
the Company.
2.11 "Company" means Comcast Corporation, a Pennsylvania
corporation, including any successor thereto by merger, consolidation,
acquisition of all or substantially all the assets thereof, or otherwise.
2.12 "Company Stock" means Comcast Corporation Class A Special
Common Stock, par value, $1.00, including a fractional share, or such
other securities issued by Comcast Corporation as may be the subject to
adjustment in the event that shares of Company Stock are changed into or
exchanged for a different number or kind of shares of stock or other
securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split-up or other
substitution of securities of the Company. In such event, the Committee
shall make appropriate equitable anti-dilution adjustments to the number
and class of hypothetical shares of Company Stock credited to
Participants' Accounts under the Company Stock Fund. Any reference to the
term "Company Stock" in the Plan shall be a reference to the appropriate
number and class of shares of stock as adjusted pursuant to this Section
2.12. The Committee's adjustment shall be effective and binding for all
purposes of the Plan.
2.13 "Company Stock Fund" means a hypothetical investment fund
pursuant to which income, gains and losses are credited to a Participant's
Account as if the Account, to the extent deemed invested in the Company
Stock Fund, were invested in hypothetical shares of Company Stock, and all
dividends and other distributions paid with respect to Company Stock were
held uninvested in cash, and reinvested in additional hypothetical shares
of Company Stock as of the next succeeding December 31 (to the extent the
Account continues to be deemed invested in the Company Stock Fund through
such December 31), based on the Fair Market Value for such December 31.
2.14 "Compensation" means:
2.14.1 In the case of an Outside Director, the total cash
remuneration for services as a member of the Board and
as a member of any Committee of the Board; and
2.14.2 In the case of an Eligible Employee, the total cash
remuneration for services payable by a Participating
Company, excluding sales commissions or other similar
payments or awards.
2.15 "Deceased Participant" means:
2.15.1 A Participant whose employment, or, in the case of a
Participant who was an Outside Director, a Participant
whose service as an Outside Director, is terminated by
death; or
-3-<PAGE>
<PAGE>
2.15.2 An Inactive Participant who dies following termination
of active service.
2.16 "Disabled Participant" means:
2.16.1 A Participant whose employment or, in the case of a
Participant who is an Outside Director, a Participant
whose service as an Outside Director, is terminated by
reason of disability;
2.16.2 An Inactive Participant who becomes disabled (as
determined by the Committee) following termination of
active service; or
2.16.3 The duly-appointed legal guardian of an individual
described in Section 2.16.1 or 2.16.2 acting on behalf
of such individual.
2.17 "Election" means a written election on a form provided by the
Administrator, filed with the Administrator in accordance with Article 3,
pursuant to which an Outside Director or an Eligible Employee may:
2.17.1 Elect to defer all or any portion of the Compensation
payable for the performance of services as an Outside
Director or as an Eligible Employee following the time
that such election is filed;
2.17.2 Designate the time that part or all of the Account shall
be distributed; and
2.17.3 Designate the manner in which income, gains and losses
will be credited to the Account.
2.18 "Eligible Employee" means:
2.18.1 Each employee of a Participating Company who, as of
December 31, 1989, was eligible to participate in the
Prior Plan;
2.18.2 Each employee of a Participating Company who was, at any
time before January 1, 1995, eligible to participate in
the Prior Plan and whose Annual Rate of Pay is $90,000
or more as of both (1) the date on which an Election
with respect to the deferral of Compensation is filed
with the Administrator and (2) the first day of each
calendar year beginning after December 31, 1994.
2.18.3 Each employee of a Participating Company whose Annual
Rate of Pay is $125,000 or more as of both (1) the date
on which an
-4-<PAGE>
<PAGE>
Election is filed with the Administrator and (2) the
first day of the Plan Year in which such Election is
filed.
2.18.4 Each New Key Employee.
2.19 "Fair Market Value."
2.19.1 If shares of Company Stock are listed on a stock
exchange, Fair Market Value shall be determined based on
the last reported sale price of a Share on the principal
exchange on which Shares are listed on the last trading
day prior to the date of determination; or
2.19.2 If shares of Company Stock are not so listed, but trades
of Shares are reported on the Nasdaq National Market,
the last quoted sale price of a share on the Nasdaq
National Market on the last trading day prior to the
date of determination.
2.19.3 If shares of Company Stock are not so listed nor trades
of Shares so reported, Fair Market value shall be
determined by the Committee in good faith.
2.20 "Former Eligible Employee" means an employee of a
Participating Company who, as of any relevant date, does not satisfy the
requirements of an "Eligible Employee" but who previously met such
requirements under the Plan or the Prior Plan.
2.21 "Grandfathered Participant" means an Inactive Participant who,
on or before December 31, 1991, entered into a written agreement with the
Company to terminate service to the Company or gives written notice of
intention to terminate service to the Company, regardless of the actual
date of termination of service.
2.22 "Hardship" means a Participant's serious financial hardship,
as determined by the Board on a uniform and nondiscriminatory basis
pursuant to the Participant's request under Section 7.3.
2.23 "Inactive Participant" means each Participant who is not in
active service as an Outside Director and is not actively employed by a
Participating Company.
2.24 "Income Fund" means a hypothetical investment fund pursuant to
which income, gains and losses are credited to a Participant's Account as
if the Account, to the extent deemed invested in the Income Fund, were
credited with interest at the Applicable Interest Rate.
-5-<PAGE>
<PAGE>
2.25 "Insider" means an Eligible Employee or Outside Director who
is subject to the short-swing profit recapture rules of section 16(b) of
the Securities Exchange Act of 1934, as amended.
2.26 "New Key Employee" means each employee of a Participating
Company hired on or after August 15, 1996 whose annual rate of pay on his
date of hire is $125,000 or more.
2.27 "Outside Director" means a member of the Board who is not an
employee of a Participating Company.
2.28 "Participant" means each individual who has made an Election,
and who has an undistributed amount credited to an Account under the Plan,
including an Active Participant, a Deceased Participant, a Disabled
Participant, a Grandfathered Participant and an Inactive Participant.
2.29 "Participating Company" means the Company and each
Participating Company (as such term is defined therein) in The Comcast
Corporation Retirement-Investment Plan, as amended.
2.30 "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
2.31 "Plan" means the Comcast Corporation 1996 Deferred
Compensation Plan, as set forth herein, and as may be amended from time to
time.
2.32 "Plan Year" means the calendar year.
2.33 "Prime Rate" means the annual rate of interest identified by
PNC Bank as its prime rate as of a Participant's employment termination
date and as of the first day of each calendar year beginning thereafter.
2.34 "Prior Plan" means the Comcast Corporation Deferred
Compensation Plan.
2.35 "Roberts Family." Each of the following is a member of the
Roberts Family:
(1) Ralph J. Roberts;
(2) a lineal descendant of Ralph J. Roberts; or
-6-<PAGE>
<PAGE>
(3) a trust established for the benefit of any of Ralph J. Roberts
and/or a lineal descendant or descendants of Ralph J. Roberts.
2.36 "Severance Pay" means any amount identified by a Participating
Company as severance pay, or any amount which is payable on account of
periods beginning after the last date on which an employee (or former
employee) is required to report for work for a Participating Company.
2.37 "Terminating Event" means any of the following events:
2.37.1 The liquidation of the Company; or
2.37.2 A Change of Control.
2.38 "Third Party" means any Person, together with such Person's
Affiliates, provided that the term "Third Party" shall not include the
Company, an Affiliate of the Company or any member or members of the
Roberts Family.
3. ELECTION TO DEFER COMPENSATION
------------------------------
3.1 Elections. Each Outside Director and Eligible Employee shall
have the right to defer all or any portion of the Compensation (including
bonuses, if any) which he or she shall receive in the following Plan Year
by filing an Election at the time and in the manner described in this
Article 3; provided that Severance Pay shall be included as "Compensation"
for purposes of this Section 3.1 only to the extent permitted by the
Administrator in its sole discretion. The amount of Compensation deferred
by a Participant for a Plan Year pursuant to an Election shall be withheld
on a pro-rata basis from each periodic installment payment of the
Participant's Compensation for the Plan Year (in accordance with the
general pay practices of the Participating Companies), and credited to the
Participant's Account in accordance with Section 5.1. Except to the
extent permitted by the Administrator in its sole discretion, no Election
filed by a Former Eligible Employee shall be valid or effective.
3.2 Filing of Elections. An Election to defer all or any portion of
the Compensation payable for the performance of services as an Outside
Director or as an Eligible Employee shall be made on the form provided by
the Administrator for this purpose. Except as provided in Section 3.3, no
such Election shall be effective unless it is filed with the Administrator
on or before the close of business on December 31 of the Plan Year
preceding the Plan Year to which the Election applies.
3.3 Filing of Elections by New Key Employees. Notwithstanding
Section 3.1 and Section 3.2, a New Key Employee may elect to defer all or
any portion of his or her compensation to be earned in the Plan Year in
which the New Key Employee was hired, beginning with the payroll period
next following the filing of an Election with the Administrator
-7-<PAGE>
<PAGE>
and before the close of such Plan Year by making and filing the Election
with the Administrator within 30 days of such New Key Employee's date of
hire. Elections by such New Key Employee for succeeding Plan Years shall
be made in accordance with Section 3.1 and Section 3.2.
3.4 Plan Years to which Elections May Apply. A separate Election
may be made for each Plan Year as to which an Outside Director or Eligible
Employee desires to defer all or any portion of his or her Compensation,
but the failure of an Outside Director or Eligible Employee to make an
Election for any Plan Year shall not affect such Employee's right to make
an Election for any other Plan Year.
3.5 Election of Distribution Date. Each Participant who elects to
defer all or any portion of his or her Compensation for any Plan Year
shall, on the Election, also elect the time of payment and form of
distribution of the amount of the deferred Compensation to which the
particular Election relates; provided, however, that, subject to
acceleration pursuant to Section 3.6.3, Section 3.6.4, Section 7.1,
Section 7.2 or Section 7.3, no distribution may be made before the end of
the Plan Year next following the Plan Year within which the Election is
filed with the Administrator. Each Participant may select a form of
distribution in accordance with Article 4.
3.6 Designation of Payment Date.
3.6.1 The designation of the time for distribution of benefits
to begin under the Plan may vary with each separate
Election, provided that except as otherwise provided in
Section 3.6.3 or 3.6.4, no portion of a Participant's
Account subject to distribution in installments pursuant
to Section 4.1.2 or Section 4.1.3 may be deferred to a
later date after such distribution has begun.
3.6.2 Each Active Participant who has previously elected to
receive a distribution of part or all of his or her
Account, or who, pursuant to this Section 3.6.2, has
elected to defer payment for an additional period from
the originally-elected payment date, may elect to change
the form of distribution or defer the time of payment of
such amount to begin for a minimum of one additional year
from the previously-elected payment date, by filing an
Election with the Administrator on or before the close of
business on June 30 of the Plan Year preceding the Plan
Year in which the distribution would otherwise be made,
provided that an Election applicable to the 1997 Plan
Year shall not be effective unless it is filed with the
Administrator on or before the close of business on
October 15, 1996.
-8-<PAGE>
<PAGE>
3.6.3 A Deceased Participant's estate or beneficiary to whom
the right to payment under the Plan shall have passed may
elect to change the form of distribution from the form of
distribution that payment of the Deceased Participant's
Account would otherwise be made; and
3.6.3.1 Defer the time of payment of the Deceased
Participant's Account to begin for a minimum of
one additional year from the date payment would
otherwise begin (provided that if an Election is
made pursuant to this Section 3.6.3.1, the
Deceased Participant's Account shall be
distributed in full on or before the fifth
anniversary of the Deceased Participant's
death); or
3.6.3.2 Accelerate the time of payment of such amount to
begin from the date payment would otherwise be
made to January 2nd of the calendar year
beginning after the Deceased Participant's
death.
An Election pursuant to this Section 3.6.3 must be filed
with the Administrator on or before the close of business
on the later of (i) June 30 of the Plan Year preceding
the Plan Year in which the distribution would otherwise
be made or commence, or (ii) the 60th day following the
Participant's death, but in no event later than December
31 of the calendar year preceding the calendar year in
which the distribution would otherwise be made or
commence. Such estate or beneficiary, as applicable,
shall be entitled to one and only one Election pursuant
to this Section 3.6.3 with respect to a Participant's
Account, but shall otherwise be treated as the
Participant for all other purposes of the Plan.
3.6.4 A Disabled Participant may elect to:
3.6.4.1 Change the form of distribution from the form of
distribution that payment of the Disabled
Participant's Account would otherwise be made;
and
3.6.4.2 Accelerate the time of payment of the Disabled
Participant's Account to begin from the date
payment would otherwise be made to January 2nd
of the calendar year beginning after the
Participant became disabled.
An Election pursuant to this Section 3.6.4 must be filed
with the Administrator on or before the close of business
on the later of (i)
-9-<PAGE>
<PAGE>
June 30 of the Plan Year preceding the Plan Year in which
the distribution would otherwise be made or commence, or
(ii) the 60th day following the date the Participant
becomes disabled, but in no event later than December 31
of the calendar year preceding the calendar year in which
the distribution would otherwise be made or commence. A
Disabled Participant shall be entitled to one and only
one Election pursuant to this Section 3.6.4.
3.6.5 Except as provided in Section 3.6.4 or Section 3.6.6, if
permitted by the Administrator in its sole discretion, an
Inactive Participant who has previously elected to
receive a distribution of part or all of his her Account,
or who, pursuant to this Section 3.6.5, has elected to
defer payment for an additional period from the
originally elected payment date, may elect to defer the
payment of such amount for a minimum of one additional
year from the previously-elected payment date, but not
later than the date permitted by the Administrator, by
filing an Election with the Administrator on or before
the close of business on June 30 of the Plan Year
preceding the Plan Year in which the distribution would
otherwise be made, provided that an Election applicable
to the 1997 Plan Year shall not be effective unless it is
filed with the Administrator on or before the close of
business on October 15, 1996.
3.6.6 Except as provided in Section 3.6.4, No Grandfathered
Participant who has previously elected to receive a
distribution of part or all of his or her Account, or
who, pursuant to this Section 3.6.6, has elected to defer
payment for an additional period from the originally-
elected payment date, may elect to defer the payment of
such amount to any subsequent date.
3.6.7 Subject to acceleration pursuant to Section 3.6.3,
Section 3.6.4, Section 7.1, Section 7.2 or Section 7.3,
no distribution of the amounts deferred by a Participant
for any Plan Year shall be made before the payment date
designated by the Participant on the most recently filed
Election with respect to such deferred amounts.
Distribution of the amounts deferred for any Plan Year by
a Participant (other than a Grandfathered Participant and
an Inactive Participant who makes an Election under
Section 3.6.5) who ceases to be an Active Participant
shall be made on the payment date designated by the
Participant on the last Election filed with respect to
such deferred amounts before the Participant ceased to be
an Active Participant.
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3.7 Distribution in Full Upon Terminating Event. The Company shall
give Participants at least thirty (30) days' notice (or, if not
practicable, such shorter notice as may be reasonably practicable) prior
to the anticipated date of the consummation of a Terminating Event. The
Committee may, in its discretion, provide in such notice that
notwithstanding any other provision of the Plan or the terms of any
Election, upon the consummation of a Terminating Event, the Account
balance of each Participant shall be distributed in full.
4. FORMS OF DISTRIBUTION
---------------------
4.1 Forms of Distribution. Amounts credited to an Account shall be
distributed, pursuant to an Election, from among the following forms of
distribution:
4.1.1 A lump sum payment.
4.1.2 Substantially equal annual installments over a five (5),
ten (10) or fifteen (15) year period.
4.1.3 Substantially equal monthly installments over a period
not exceeding fifteen (15) years.
Notwithstanding any Election to the contrary, distributions pursuant to
Elections made after December 10, 1996 shall be made in the form of a lump
sum payment unless the portion of a Participant's Account subject to
distribution pursuant to Section 4.1.2 or Section 4.1.3, as of both the
date of the Election and the benefit commencement date, is more than
$10,000.
4.2 Valuation of Account For Purposes of Distribution. The amount
of any distribution made pursuant to Section 4.1 shall be based on the
value of the Participant's Account on the date of distribution and the
applicable distribution period. For this purpose, the value of a
Participant's Account shall be calculated by crediting income, gains and
losses under the Company Stock Fund and the Income Fund, as applicable,
through the date immediately preceding the date of distribution.
5. BOOK ACCOUNTS
-------------
5.1 Deferred Compensation Account. A deferred Compensation Account
shall be established for each Outside Director and Eligible Employee when
such Outside Director or Eligible Employee becomes a Participant. The
balance of each Participant's Account as of January 1, 1997 shall include
the balance of such Participant's account under the Prior Plan as of
December 31, 1996. Compensation deferred pursuant to the Plan shall be
credited to the Account on the date such Compensation would otherwise have
been payable to the Participant. Income, gains and losses on the balance
of the Account shall be credited to the Account as provided in Section
5.2.
-11-<PAGE>
<PAGE>
5.2 Crediting of Income, Gains and Losses on Accounts.
5.2.1 In General. Except as otherwise provided in this Section
5.2, the Administrator shall credit income, gains and
losses with respect to each Participant's Account as if
it were invested in the Income Fund.
5.2.2 Investment Fund Elections. Effective January 1, 1997:
5.2.2.1 Each Participant, other than a Participant who
is an Insider, may elect to have all or any
portion of his Account (to the extent credited
through the December 31 preceding the effective
date of such Election) credited with income,
gains and losses as if it were invested in the
Company Stock Fund or the Income Fund.
5.2.2.2 An investment fund Election shall continue in
effect until revoked or superseded, provided
that notwithstanding any investment fund
Election to the contrary, as of the valuation
date (as determined under Section 4.2) for the
distribution of all or any portion of a
Participant's Account that is subject to
distribution in the form of installments
described in Section 4.1.2 or 4.1.2, such
Account, or portion thereof, shall be deemed
invested in the Income Fund (and transferred
from the Company Stock Fund to the Income Fund,
to the extent necessary) until such Account, or
portion thereof, is distributed in full.
5.2.2.3 In the absence of an effective Election, the
Participant shall be deemed to have elected to
have the Account credited with income, gains and
losses as if it were invested in the Income
Fund.
5.2.2.4 Investment fund Elections under this Section
5.2.2 shall be effective as of the first day of
each Plan Year beginning on and after January 1,
1997, provided that the election is filed with
the Committee on or before the close of business
on December 31 of the Plan Year preceding such
Plan Year. A Participant may only make an
investment fund Election with respect to the
Participant's accumulated Account as of December
31, and not with respect to Compensation to be
deferred for a Plan Year.
-12-<PAGE>
<PAGE>
5.2.2.5 If a Participant who was not an Insider becomes
an Insider, then, notwithstanding the foregoing,
such Participant may elect to transfer the
portion of his Account, if any, deemed invested
in the Company Stock Fund to be deemed invested
in the Income Fund, effective as of the first
day of any calendar month beginning after such
Participant becomes an Insider.
5.2.3 Timing of Credits. Compensation deferred pursuant to the
Plan shall be deemed invested in the Income Fund on the
date such Compensation would otherwise have been payable
to the Participant. Accumulated Account balances subject
to an investment fund Election under Section 5.2.2 shall
be deemed invested in the applicable investment fund as
of the effective date of such Election. The value of
amounts deemed invested in the Company Stock Fund shall
be based on hypothetical purchases and sales of Company
Stock at Fair Market Value as of the effective date of an
investment Election.
5.3 Status of Deferred Amounts. Regardless of whether or not the
Company is a Participant's employer, all Compensation deferred under this
Plan shall continue for all purposes to be a part of the general funds of
the Company.
5.4 Participants' Status as General Creditors. Regardless of
whether or not the Company is a Participant's employer, an Account shall
at all times represent the general obligation of the Company. The
Participant shall be a general creditor of the Company with respect to
this obligation, and shall not have a secured or preferred position with
respect to his or her Accounts. Nothing contained herein shall be deemed
to create an escrow, trust, custodial account or fiduciary relationship of
any kind. Nothing contained herein shall be construed to eliminate any
priority or preferred position of a Participant in a bankruptcy matter
with respect to claims for wages.
6. NON-ASSIGNABILITY, ETC.
-----------------------
The right of each Participant in or to any account, benefit or payment
hereunder shall not be subject in any manner to attachment or other legal
process for the debts of such Participant; and no Account, benefit or
payment shall be subject to anticipation, alienation, sale, transfer,
assignment or encumbrance.
7. DEATH OR DISABILITY OF PARTICIPANT
----------------------------------
7.1 Death of Participant. A Deceased Participant's Account shall be
distributed in accordance with the last Election made by the Deceased
Participant before the
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<PAGE>
Deceased Participant's death, unless the Deceased Participant's estate or
beneficiary to whom the right to payment under the Plan shall have passed
timely elects to accelerate or defer the time or change the form of
payment pursuant to Section 3.6.3.
7.2 Disability of Participant. A Disabled Participant's Account
shall be distributed in accordance with the last Election made by the
Disabled Participant before the Disabled Participant's termination of
service or date of disability, as applicable, unless the Disabled
Participant timely elects to accelerate the time or change the form of
payment pursuant to Section 3.6.4.
7.3 Hardship Distributions. Notwithstanding the terms of an
Election, if, at the Participant's request, the Board determines that the
Participant has incurred a Hardship, the Board may, in its discretion,
authorize the immediate distribution of all or any portion of the
Participant's Account.
7.4 Designation of Beneficiaries. Each Participant shall have the
right to designate one or more beneficiaries to receive distributions in
the event of the Participant's death by filing with the Administrator a
beneficiary designation on the form provided by the Administrator for such
purpose. The designation of beneficiary or beneficiaries may be changed
by a Participant at any time prior to his or her death by the delivery to
the Administrator of a new beneficiary designation form. If no
beneficiary shall have been designated, or if no designated beneficiary
shall survive the Participant, the Participant's estate shall be deemed to
be the beneficiary.
8. INTERPRETATION
--------------
8.1 Authority of Committee. The Committee shall have full and
exclusive authority to construe, interpret and administer this Plan and
the Committee's construction and interpretation thereof shall be binding
and conclusive on all persons for all purposes.
8.2 Claims Procedure. The Committee shall administer a reasonable
claims procedure with respect to the Plan in accordance with Department of
Labor Regulation section 2560.503-1, or any successor provision.
9. AMENDMENT OR TERMINATION
------------------------
9.1 Amendment or Termination. Except as otherwise provided by
Section 9.2, the Company, by action of the Board or by action of the
Committee, reserves the right at any time, or from time to time, to amend
or modify this Plan. The Company, by action of the Board, reserves the
right at any time, or from time to time terminate this Plan.
9.2 Amendment of Rate of Credited Earnings. No amendment shall
change the Applicable Interest Rate with respect to the portion of a
Participant's Account that is
-14-<PAGE>
<PAGE>
attributable to an Election made with respect to Compensation earned in a
Plan Year and filed with the Administrator before the date of adoption of
such amendment by the Board. For purposes of this Section 9.2, an
Election to defer the payment of part or all of an Account for an
additional period after a previously-elected payment date (as described in
Section 3.6) shall be treated as a separate Election from any previous
Election with respect to such Account.
10. MISCELLANEOUS PROVISIONS
------------------------
10.1 No Right to Continued Employment. Nothing contained herein
shall be construed as conferring upon any Participant the right to remain
in service as an Outside Director or in the employment of a Participating
Company as an executive or in any other capacity.
10.2 Governing Law. This Plan shall be interpreted under the laws
of the Commonwealth of Pennsylvania.
11. EFFECTIVE DATE
--------------
The effective date of the Plan this amendment and restatement of the
Plan shall be December 10, 1996.
IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be
executed by its officers thereunto duly authorized, and its corporate seal
to be affixed hereto, as of the 10th day of December, 1996.
COMCAST CORPORATION
BY:
------------------------------------------
ATTEST:
--------------------------------------
-15-
<PAGE>
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Comcast Corporation on Form S-8 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 this Registration Statement.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
December 20, 1996
<PAGE>
Exhibit 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Comcast Corporation on Form S-8 of our report dated February
22, 1996 relating to the combined financial statements of Scripps Cable,
appearing in the Amendment Number 5 dated July 18, 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 this
Registration Statement.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
December 20, 1996
<PAGE>
Exhibit 23.3
------------
Consent of Independent Auditors
The Board of Directors
QVC, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 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.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
December 20, 1996
<PAGE>
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 consolidated 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.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
December 20, 1996
<PAGE>
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 consolidated 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.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
December 20, 1996
