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As filed with the Securities and Exchange Commission on July 16, 1996
Registration No. 333-06161
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________
COMCAST CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1709202
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Address including zip code, and telephone number,
including area code, of registrant's principal executive offices)
John R. Alchin
Senior Vice President and Treasurer
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Bruce K. Dallas, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate Date of Commencement of Proposed Sale to the Public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery for the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, JULY 16, 1996
PROSPECTUS
Comcast Corporation
[Logo]
Class A Special Common Stock
This Prospectus relates to shares of Class A Special Common Stock, $1.00
par value (the "Class A Special Common Stock"), of Comcast Corporation (the
"Company") to be offered from time to time for the account of one or more of
the selling shareholders named herein (the "Selling Shareholders") and their
permitted pledgees, donees and counterparties (collectively, the "Permitted
Transferees"), including (i) up to 3,496,821 shares (the "Merger Shares") of
Class A Special Common Stock that were received by the Selling Shareholders in
connection with the consummation of the Sports Venture Merger (as defined
below), (ii) up to 1,332,077 shares (the "Conversion Shares") of Class A
Special Common Stock issuable upon the conversion, if any, of shares (the
"Preferred Shares") of 5% Series A Convertible Preferred Stock, without par
value, of the Company (the "Series A Convertible Preferred Stock") that were
received by certain of the Selling Shareholders in connection with the
consummation of the Sports Venture Merger and (iii) such indeterminate
additional number of shares (together with the Merger Shares and the
Conversion Shares, the "Shares") of Class A Special Common Stock as may become
issuable upon adjustment of the conversion ratio applicable to the conversion
of the Preferred Shares pursuant to the terms of the Series A Convertible
Preferred Stock. See "Selling Shareholders" and "Description of Capital
Stock--Preferred Stock."
The Shares may be sold from time to time by the Selling Shareholders and
the Permitted Transferees. Such sales may be made in the over-the-counter
market or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Shares may be sold by means of one or more of the following types of
transactions: (i) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (iv) direct sales to
purchasers; (v) underwritten transactions; and (vi) if applicable, an exchange
distribution in accordance with the rules of such exchange. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate in the sales. See "Plan of Distribution."
The Company will not receive any proceeds from the sale of Shares offered
hereby but will bear certain expenses thereof. See "Use of Proceeds."
The Selling Shareholders, the Permitted Transferees, broker-dealers and
any other participating broker-dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and any fees, discounts or commissions received by them in connection
with sales of the Shares may be deemed to be underwriting compensation under
the Securities Act. See "Plan of Distribution."
Generally, all costs, fees and expenses incurred in connection with the
registration of the sale of the Shares will be borne by the Company. Any
underwriting or brokerage fees, discounts or commissions attributable to sales
of the Shares will be borne by the Selling Shareholders or the Permitted
Transferees, as the case may be. The Company has agreed to indemnify the
Selling Shareholders and the Permitted Transferees against certain civil
liabilities, including certain liabilities arising under the Securities Act.
See "Plan of Distribution."
The Class A Special Common Stock is quoted on the Nasdaq National Market
("Nasdaq") under the symbol "CMCSK." On July 15, 1996, the last reported sale
price of the Class A Special Common Stock was $15.625 per share.
See "Risk Factors," commencing on page 4 of this Prospectus, for a
discussion of certain factors which should be considered by prospective
purchasers of Shares offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
with respect to the Shares (together with all amendments, exhibits and
schedules thereto, the "Registration Statement"). This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, to which reference is
hereby made. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete; with
respect to each contract, agreement or other document filed as an exhibit to
the Registration Statement, reference is made to such exhibit for a more
complete description of the matter involved.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Commission.
The Registration Statement as well as the periodic reports, proxy statements
and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, or at its regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained in person from the public reference section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a Web site on the internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information filed
by the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No.: 0-6983) pursuant to the Exchange Act are incorporated by reference in
this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) the Company's Current Reports on Form 8-K as filed on February 12,
1996, April 10, 1996, May 9, 1996 and May 28, 1996; and
(d) the Company's Registration Statement on Form 8-A/A filed on July 16,
1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares contemplated hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The information relating to the Company contained in this Prospectus should
be read together with the information in the documents incorporated by
reference.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all documents incorporated in this Prospectus by reference,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in those documents. Requests for such copies should
be directed to: Comcast Corporation, Attn: Treasurer, 1500 Market Street,
Philadelphia, PA 19102-2148, (215) 665-1700.
RISK FACTORS
Prospective investors should consider carefully the following factors in
addition to other information set forth or incorporated by reference in this
Prospectus in evaluating an investment in the Shares offered hereby. In
addition, certain information included or incorporated by reference in this
Prospectus is forward-looking. Such forward-looking information involves
important risks and uncertainties that could cause actual future results to
differ significantly from those expressed in any forward-looking statements
made by, or on behalf of, the Company. These risks and uncertainties include,
but are not limited to, those described below and other uncertainties relating
to economic conditions, acquisitions and divestitures, government and
regulatory policies, the pricing and availability of equipment, materials,
inventories and programming, technological developments and changes in the
competitive environment in which the Company operates.
Recent and Anticipated Losses; Stockholders' Deficiency. In recent
years, the Company has experienced significant growth both through strategic
acquisitions and growth in its existing businesses. The effects of these
acquisitions have been to increase significantly the Company's revenues and
expenses, resulting in substantial increases in operating income before
depreciation and amortization, depreciation and amortization expense and net
interest expense. As a result of the increases in depreciation and
amortization expense and interest expense associated with these acquisitions
and their financing, it is expected that the Company will continue to recognize
substantial losses for the foreseeable future. Losses before extraordinary
items and the cumulative effect of accounting changes for the years ended
December 31, 1993, 1994 and 1995 and for the three months ended March 31, 1995
and 1996 were $98.9 million, $75.3 million, $37.8 million, $628,000 and $34.6
million, respectively. Principally as a result of these losses and the
effects of extraordinary items and the cumulative effect of accounting
changes, the Company had a stockholders' deficiency as of March 31, 1996 of
$891.6 million. It is anticipated that this stockholders' deficiency will
increase through the date of consummation of the Scripps Transaction (as
defined below). See "The Company--Recent Developments--Scripps Cable." It is
not expected that the stockholders' deficiency will significantly affect the
way the Company does business or its ability to obtain financing. Following
the consummation of the Scripps Transaction, it is anticipated that the
Company will have stockholders' equity as a result of the anticipated issuance
of shares of Class A Special Common Stock in connection therewith. On a pro
forma basis for the Scripps Transaction, as of March 31, 1996, the Company had
stockholders' equity of $702.6 million.
The Company realized operating income before depreciation and
amortization of $606.4 million, $576.3 million, $1.019 billion, $219.6 million
and $270.1 million for the years ended December 31, 1993, 1994 and 1995 and
for the three months ended March 31, 1995 and 1996, respectively. Operating
income before depreciation and amortization is commonly referred to in the
Company's businesses as "operating cash flow." Operating cash flow is a
measure of a company's ability to generate cash to service its obligations,
including debt service obligations, and to finance capital and other
expenditures. In part due to the capital intensive nature of the Company's
businesses and the resulting significant level of non-cash depreciation and
amortization expense, operating cash flow is frequently used as one of the
bases for comparing the Company's businesses. Operating cash flow does not
purport to represent net income or net cash provided by operating activities,
as those terms are defined under generally accepted accounting principles, and
should not be considered as an alternative to such measurements as an
indicator of the Company's performance. As a result of the Company's
operating income before depreciation and amortization, its existing cash
balances, lines of credit and other financing resources, the Company believes
that it will meet its current and long-term liquidity and capital
requirements, including fixed charges.
Factors Affecting Future Operations. The cable television and cellular
telephone communications industries, as well as the Company's electronic
retailing operations, may be affected by, among other things: (i) changes in
government law and regulation; (ii) changes in the competitive environment;
(iii) changes in technology; (iv) franchise related matters; (v) market
conditions that may adversely affect the availability of debt and equity
financing; and (vi) general economic conditions.
The cable television and cellular telephone communications industries
are subject to extensive regulation at the federal, state and local levels.
No assurance can be given as to what future actions Congress or the Federal
Communications Commission ("FCC") or other regulatory authorities may take or
the effects thereof on the cable television or cellular telephone
communications industries in general or on the Company in particular.
The cable television and cellular telephone communications industries
are highly competitive and subject to technological change. It is not
possible to predict the effects of such competition or such technological
change on these industries in general or on the Company in particular.
Cable television companies operate under franchises granted by local
authorities that are subject to renewal and renegotiation from time to time.
No assurance can be given as to future franchise renewals.
Possible Volatility of Stock Price; Dilution. No prediction can be made
as to the effect, if any, that future market sales of the Class A Special
Common Stock or the availability of such stock for sale will have on the
prevailing market price of the Class A Special Common Stock. Sales of a
significant amount of the Class A Special Common Stock could adversely affect
the market price of such stock.
The Company's Board of Directors has authorized a market repurchase
program (the "Repurchase Program") pursuant to which the Company may
repurchase up to an aggregate of $500 million of the Class A Special Common
Stock and the Company's Class A Common Stock, $1.00 par value (the "Class A
Common Stock"), from time to time, in the open market or in private
transactions, subject to market conditions. The Repurchase Program is
intended to decrease the level of dilution to the Company's stockholders that
will arise as a result of the Scripps Transaction. See "The Company--Recent
Developments--Scripps Cable." Such repurchases may affect the market price of
the Class A Special Common Stock.
Absence of Voting Rights; Principal Shareholder. Except in certain
limited circumstances, the holders of the Class A Special Common Stock are not
entitled to vote, while the Class A Common Stock entitles its holders to one
vote per share and the Company's Class B Common Stock, $1.00 par value (the
"Class B Common Stock"), entitles its holders to 15 votes per share. Sural
Corporation ("Sural") is the sole owner of all of the outstanding shares of
Class B Common Stock (8,786,250 shares outstanding as of March 31, 1996). As
of such date, Sural also owned 1,845,037 shares of Class A Common Stock and
5,315,772 shares of Class A Special Common Stock. Based upon the number of
shares of Class A Common Stock and Class B Common Stock outstanding as of March
31, 1996, Sural is entitled to cast approximately 80% of the votes which all
shareholders are entitled to cast. Ralph J. Roberts, the Chairman of the
Board of Directors of the Company, controls Sural and, in addition, as of March
31, 1996, was the beneficial owner of 835,325 shares of Class A Special Common
Stock and 319,070 shares of Class A Common Stock, excluding shares issuable
upon the exercise of options. In addition, as of such date, Mr. Roberts held
options to purchase 658,125 shares of Class B Common Stock and 5,180,559
shares of Class A Special Common Stock. Mr. Roberts' ownership, directly and
through Sural, allows Mr. Roberts to control substantially all actions to be
taken by the Company's shareholders, including the election of directors to
the Company's Board of Directors. This voting control may have the effect of
discouraging offers to acquire the Company because the consummation of any
such acquisition would effectively require the consent of Mr. Roberts and may
preclude holders of the Company's common stock from receiving any premium
above market price for their shares that may be offered in connection with any
attempt to acquire control of the Company.
Anti-Takeover Effects of Certain Provisions of the Company's Articles of
Incorporation and By-Laws. Certain provisions of the Company's articles of
incorporation and by-laws could have the effect of making it more difficult
for a third party to acquire, or discouraging a third party from acquiring, a
majority of the outstanding capital stock of the Company and could make it
more difficult to consummate certain types of transactions involving an actual
or potential change of control in the Company, such as a merger, tender offer
or proxy contest. The most significant of these provisions is the disparate
voting rights of the Company's common stock described above. Additionally,
shares of preferred stock may be issued in the future without further
shareholder approval and upon such terms and conditions, and having such
rights, privileges and preferences as the Company's Board of Directors may
determine.
Risks Associated With International Investments. The Company has made,
and intends to continue to consider making, investments in companies located
outside the United States ("US"). Such investments are subject to risks and
uncertainties relating to the economic, social and political climate of those
countries. Risks specifically related to foreign investments may include
risks of fluctuation in currency valuation, expropriation, confiscatory
taxation and nationalization, increased regulation and approval requirements
and governmental regulation limiting returns to foreign investors.
Dividend Policy. The Company began paying quarterly dividends on its
Class A Common Stock in 1977. Since 1978, the Company has paid equal
dividends on both the Class A Common Stock and the Class B Common Stock.
Since December 1986, when the Class A Special Common Stock was issued, the
Company has paid equal per share dividends on shares of all classes of its
common stock.
It is the intention of the Company's Board of Directors to continue to
pay regular quarterly cash dividends on all classes of its common stock. The
declaration and payment of future dividends on the Company's common stock, on
the Series A Convertible Preferred Stock and on any preferred stock
subsequently issued and their amounts depend upon the results of operations,
financial condition and capital needs of the Company, contractual restrictions
on the Company and its subsidiaries and other factors. The Company is a
holding company and its ability to pay cash dividends will depend on its
ability to receive cash dividends, advances and other payments from its
subsidiaries. Certain agreements to which certain of the Company's
subsidiaries are a party contain restricted payment provisions that limit the
amount of cash dividends, advances and other payments that those subsidiaries
may pay to the Company.
THE COMPANY
Unless the context indicates otherwise, information contained herein gives
effect to the consummation of the Sports Venture Acquisition (as defined
below). See "--Recent Developments--Regional Sports Venture."
Business
The Company is principally engaged in the development, management and
operation of wired and wireless telecommunications and the provision of
content. Wired telecommunications includes cable and telecommunications
services in the US and the United Kingdom ("UK"). Wireless telecommunications
includes cellular services, personal communications services, provided through
the Company's investment in Sprint Spectrum (as defined below), and direct to
home satellite television. Content is provided through QVC, Inc. and its
subsidiaries ("QVC"), an electronic retailer, Comcast Content & Communications
Corporation and other programming investments. The Company's consolidated
domestic cable operations served more than 3.4 million subscribers and passed
more than 5.5 million homes as of March 31, 1996. The Company owns a 50%
interest in Garden State Cablevision L.P., a cable communications company
serving approximately 201,000 subscribers and passing approximately 293,000
homes as of March 31, 1996. In the UK, a subsidiary of the Company, Comcast
UK Cable Partners Limited, holds ownership interests in four cable and
telephony businesses that collectively have the potential to serve over 1.6
million homes. The Company provides cellular telephone communications
services pursuant to licenses granted by the FCC in markets with an aggregate
population of over 8.3 million, including the area in and around the City of
Philadelphia, Pennsylvania, the State of Delaware and a significant portion of
the State of New Jersey. Through QVC, the Company markets a wide variety of
products and reaches over 54 million homes across the US and an additional
five million in the UK. See "--Recent Developments."
The Company was organized in 1969 under the laws of the Commonwealth of
Pennsylvania and has its principal executive offices at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148, (215) 665-1700.
Recent Developments
Regional Sports Venture. On July , 1996, the Company completed its
acquisition (the "Sports Venture Acquisition") of an interest of approximately
66% in Philadelphia Flyers Limited Partnership, a Pennsylvania limited
partnership ("PFLP"), the assets of which, after giving effect to the Sports
Venture Acquisition, consist of (i) the National Basketball Association
("NBA") franchise to own and operate the Philadelphia 76ers basketball team and
related assets (the "Sixers"), (ii) the National Hockey League ("NHL")
franchise to own and operate the Philadelphia Flyers hockey team and related
assets, and (iii) two adjacent arenas, leasehold interests in and development
rights related to the land underlying such arenas and other adjacent parcels
of land located in Philadelphia, Pennsylvania (collectively, the "Arenas").
Concurrently with the completion of the Sports Venture Acquisition, PFLP was
renamed Comcast Spectacor, L.P. ("Comcast Spectacor").
The Sports Venture Acquisition was completed in two steps. In April 1996,
the Company purchased the Sixers from Mr. Harold Katz for $125.0 million in
cash plus assumed net liabilities of approximately $11.0 million through a
partnership controlled by the Company. To complete the Sports Venture
Acquisition, the Company contributed its interest in the Sixers, exchanged the
Merger Shares and the Preferred Shares and paid $15.0 million in cash for its
current interest in Comcast Spectacor. See "Selling Shareholders." The
remaining interest of approximately 34% in Comcast Spectacor is owned by a
group of persons including Edward M. Snider ("Snider"), the former majority
owner of PFLP. A company owned by Snider manages Comcast Spectacor. In
connection with the Sports Venture Acquisition, Comcast Spectacor assumed the
outstanding liabilities relating to the Sixers and the Arenas, including a
mortgage obligation of approximately $155.0 million. The Company anticipates
that it will account for its interest in Comcast Spectacor under the equity
method.
Sprint Spectrum. Effective as of January 1996, the Company,
Tele-Communications, Inc., Cox Communications, Inc. and Sprint Corporation
(collectively, the "Parents"), and certain subsidiaries of the Parents,
entered into a series of agreements relating to their joint venture to engage
in the communications business announced in March 1995. Under an Amended and
Restated Agreement of Limited Partnership of MajorCo, L.P. (known as "Sprint
Spectrum"), the business of Sprint Spectrum will be the provision of wireless
telecommunications services and will not include the previously authorized
business of providing local wireline communications services to residences and
businesses. A partnership owned entirely by subsidiaries of the Company owns
15% of Sprint Spectrum. The Company accounts for its investment in Sprint
Spectrum under the equity method.
Scripps Cable. In October 1995, the Company announced its agreement to
acquire the cable television operations ("Scripps Cable") of The E.W. Scripps
Company in exchange for shares of the Company's Class A Special Common Stock,
worth $1.575 billion, subject to certain closing adjustments (the "Scripps
Transaction"). Scripps Cable passes approximately 1.2 million homes and
serves approximately 800,000 subscribers, with over 60% of the subscribers
located in Sacramento, California and Chattanooga and Knoxville, Tennessee.
The acquisition is expected to close in the third quarter of 1996, subject to
shareholder and regulatory approval and certain other conditions.
USE OF PROCEEDS
The Company will not receive any proceeds from the sales hereunder of the
Shares but will bear certain of the expenses thereof. See "Plan of
Distribution."
SELLING SHAREHOLDERS
The Shares are being offered for the account of one or more of the Selling
Shareholders and the Permitted Transferees. Each of the Selling Shareholders
and Permitted Transferees may offer any Shares it holds in separate
transactions or in a single transaction. The Merger Shares and the Preferred
Shares were issued to the Selling Shareholders in connection with the
consummation of the Sports Venture Acquisition, pursuant to an agreement and
plan of merger (the "Sports Venture Merger Agreement") among the Company, a
wholly owned subsidiary of the Company (the "Merger Subsidiary"), Philadelphia
Hockey Club, Inc., a Pennsylvania corporation ("PHCI"), Spectrum, Ltd., a
Pennsylvania corporation ("Spectrum"), and each of the Selling Shareholders.
Pursuant to the Sports Venture Merger Agreement, PHCI and Spectrum were merged
with and into the Merger Subsidiary (the "Sports Venture Merger"). Any or all
of the Preferred Shares are convertible into shares of Class A Special Common
Stock at the option of the holders of the Preferred Shares, subject to certain
conditions. The number of Conversion Shares issued upon conversion of the
Preferred Shares into Class A Special Common Stock is subject to certain
anti-dilution adjustments. See "Description of Capital Stock--Preferred
Stock." Prior to the Sports Venture Merger, all of the outstanding capital
stock of PHCI was owned by Snider and all of the outstanding capital stock of
Spectrum was owned by the Selling Shareholders other than Snider. Immediately
prior to the completion of the Sports Venture Acquisition, PHCI and Spectrum
owned an aggregate 44.89% partnership interest in PFLP. See "The
Company--Recent Developments--Regional Sports Venture."
Upon consummation of the Sports Venture Merger (the "Effective Time"),
the Selling Shareholders beneficially owned an aggregate of
4,828,898 shares of Class A Special Common Stock, including 1,332,077 shares
of Class A Special Common Stock into which the Preferred Shares are
convertible (prior to any anti-dilution adjustments). The number of shares of
Class A Special Common Stock beneficially owned by each Selling Shareholder
(prior to any anti-dilution adjustments) is set forth in the table below.
<TABLE>
<CAPTION>
Percentage of
Class A Special Class A
Common Stock(1) Special Common Stock
Name
- ----------------------
<S> <C> <C>
Edward M. Snider...... 3,686,231 1.9%(2)
Jay T. Snider......... 303,652 *
Lindy L. Snider ...... 273,114 *
Tina S. Escoll ....... 277,518 *
Craig A. Snider....... 136,557 *
Samuel Snider......... 75,913(3) *
Sarena Snider......... 75,913(4) *
</TABLE>
* Less than 1%.
(1) Includes with respect to each such Selling Shareholder the following
numbers of shares of Class A Special Common Stock into which Preferred
Shares that were received in the Sports Venture Merger are convertible
(prior to any anti-dilution adjustments): Edward M. Snider, 1,045,587;
Jay T. Snider, 0; Lindy L. Snider, 121,288; Tina S. Escoll,
104,558; Craig A. Snider, 60,644; Samuel Snider, 0; and Sarena
Snider, 0. Immediately prior to the consummation of the Sports Venture
Merger, none of the Selling Shareholders beneficially owned any shares
of Class A Special Common Stock.
(2) Represents the number of shares of Class A Special Common Stock
beneficially owned by Edward M. Snider as of the Effective Time (prior
to any anti-dilution adjustments) expressed as a percentage of (a) all
shares of Class A Special Common Stock actually outstanding as of March
31, 1996, plus (b) the number of shares of Class A Special Common Stock
beneficially owned by Edward M. Snider as of the Effective Time (prior
to any anti-dilution adjustments).
(3) Samuel Snider is a minor child of Edward M. Snider and his spouse Martha
Snider for whom Martha Snider acts as custodian with respect to the shares
listed above.
(4) Sarena Snider is a minor child of Edward M. Snider and his spouse Martha
Snider for whom Martha Snider acts as custodian with respect to the shares
listed above.
Pursuant to the terms of the Sports Venture Merger Agreement, sales of
Shares by the Selling Shareholders and the Permitted Transferees during
certain blackout periods are prohibited if under Federal or state securities
law the Company would be required, in order to permit such sales, to disclose
material information not otherwise required to be disclosed and the Company in
good faith determines that such disclosure would be materially adverse to the
Company or to a proposed or pending transaction. Any such blackout period may
not exceed 45 days in length, and blackouts may be exercised a maximum of two
times during any consecutive 12-month period, subject to certain exceptions
and conditions. In addition, pursuant to the Sports Venture Merger Agreement,
the Selling Shareholders have agreed, and have agreed to cause their Permitted
Transferees to agree, not to offer, sell, contract to sell or otherwise
dispose of any Shares or Preferred Shares, including any sale pursuant to Rule
144 under the Securities Act, or engage in any transaction the direct or
indirect economic consequence of which is to transfer the ownership of such
shares (other than to a Permitted Transferee), for the period of time
requested by the managing underwriter or underwriters participating in an
underwritten public offering of Class A Special Common Stock or any
securities convertible into Class A Special Common Stock, but in no event
to exceed the 14 days prior to, and the 90 days beginning on, the date of
the commencement of such offering, if and to the extent requested by the
managing underwriter or underwriters participating in such offering of the
Company and other holders of 5% or less of the outstanding shares of Class
A Special Common Stock (or securities convertible into 5% or less of the
outstanding shares of Class A Special Common Stock) who possess
registration rights with respect to such securities. The Sports Venture
Merger Agreement also provides that each Selling Shareholder will not,
prior to the second anniversary of the consummation of the Sports Venture
Merger, transfer or enter into an agreement or arrangement which will
result in the transfer of that number of Merger Shares and Preferred Shares
(or Conversion Shares into which such Preferred Shares are converted), the
aggregate value of which, calculated as of the Effective Time, is more than
50% of the aggregate value of such Selling Shareholder's Merger Shares and
Preferred Shares (or Conversion Shares into which such Preferred Shares are
converted) as of the Effective Time.
DESCRIPTION OF CAPITAL STOCK
The statements made under this caption include summaries of certain
provisions contained in the Company's articles of incorporation (the "Articles
of Incorporation") and by-laws (the "By-Laws"). These statements do not
purport to be complete and are qualified in their entirety by reference to the
Articles of Incorporation and By-Laws.
The authorized capital stock of the Company consists of 500,000,000 shares
of Class A Special Common Stock; 200,000,000 shares of Class A Common Stock;
50,000,000 shares of Class B Common Stock; and 20,000,000 shares of preferred
stock, without par value (the "Preferred Stock"). As of March 31, 1996, there
were 192,662,145 shares of Class A Special Common Stock, 35,114,511 shares of
Class A Common Stock, 8,786,250 shares of Class B Common Stock and no shares
of Preferred Stock outstanding.
Common Stock
Dividends. Subject to the preferential rights of any Preferred Stock then
outstanding, the holders of Class A Special Common Stock, Class A Common Stock
and Class B Common Stock (collectively, the "Common Stock") are entitled to
receive pro rata per share such cash dividends as from time to time may be
declared by the Company's Board of Directors out of funds legally available
therefor. The Articles of Incorporation provide that stock dividends on, or
stock splits of, any class of Common Stock shall not be paid or issued unless
paid or issued on all classes of Common Stock, in which case they are to be
paid or issued only in shares of that class or in shares of either Class A
Common Stock or Class A Special Common Stock. The Company may, however,
subject to the discretion of the Board of Directors, (i) make distributions to
shareholders of equity interests in the Company or other entities in which
holders of each of the three classes of Common Stock would receive different
classes of such equity interests with relative rights equivalent to the
existing relative rights of the three existing classes and (ii) adopt plans of
merger, asset transfer, division, share exchange or recapitalization
accomplishing the same result.
Voting Rights. The holders of the Class A Special Common Stock are not
entitled to vote in the election of directors or otherwise, except as required
by applicable law, in which case, each holder of Class A Special Common Stock
shall be entitled to one vote per share. Under applicable law, holders of
Class A Special Common Stock have voting rights in the event of certain
amendments to the Articles of Incorporation and certain mergers and other
fundamental corporate changes. Each holder of Class A Common Stock has one
vote per share and each holder of Class B Common Stock has 15 votes per share.
Except in such instances where the holders of Class A Special Common Stock are
expressly entitled to vote under applicable law, only the holders of the Class
A Common Stock and the Class B Common Stock are entitled to vote,
and such holders vote as a single class. Neither the holders of Class A
Common Stock nor the holders of Class B Common Stock have cumulative voting
rights. See "Risk Factors--Absence of Voting Rights; Principal
Shareholder."
Conversion of Class B Common Stock. The Class B Common Stock is
convertible on a share-for-share basis into either the Class A Common Stock or
the Class A Special Common Stock at the option of the holder. Such conversion
rights of holders of Class B Common Stock are subject to adjustment in certain
circumstances upon the occurrence of certain events in order to prevent the
dilution of the conversion rights and the voting rights of the holders of
Class B Common Stock.
Liquidation. In the event of the liquidation, dissolution or winding up,
either voluntary or involuntary, of the Company, the holders of Class A
Special Common Stock, Class A Common Stock and Class B Common Stock are
entitled to receive, subject to any liquidation preference of any Preferred
Stock then outstanding, the remaining assets, if any, of the Company in
proportion to the number of shares held by them, respectively, without regard
to class.
Miscellaneous. The holders of Class A Special Common Stock, Class A Common
Stock and Class B Common Stock do not have any preemptive rights, except that
if the right to subscribe to stock or options or warrants to purchase stock is
offered or granted to all holders of Class A Special Common Stock or Class A
Common Stock, parallel rights must be given to all holders of Class B Common
Stock. No decrease in the number of shares of any class of Common Stock
resulting from a combination or consolidation of shares or other capital
reclassification may be made unless parallel action is taken with respect to
each other class of Common Stock, so that the number of shares of each class
of Common Stock outstanding is decreased proportionately.
All shares of Class A Special Common Stock (including all shares of the
Class A Special Common Stock offered hereby), Class A Common Stock and Class B
Common Stock presently outstanding are fully paid and non-assessable. The
Company has been advised that the Class A Special Common Stock and Class A
Common Stock are exempt from existing Pennsylvania personal property tax.
The Class A Special Common Stock and the Class A Common Stock are quoted on
Nasdaq under the symbols "CMCSK" and "CMCSA," respectively. There is no
established public trading market for the Class B Common Stock.
The transfer agent and registrar for the Class A Special Common Stock and
Class A Common Stock is The Bank of New York, One Wall Street, New York, New
York 10286.
Preferred Stock
The Board of Directors of the Company is authorized to issue in one or more
series up to a maximum of 20,000,000 shares of Preferred Stock. Preferred
Stock may be issued with such designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion or exchange rights
and other special or relative rights as the Board of Directors shall from
time to time fix by resolution. As of the Effective Time, there were 6,370
shares of Series A Convertible Preferred Stock outstanding.
Series A Convertible Preferred Stock
Rank. The Series A Convertible Preferred Stock is subject to the creation
of securities that will rank prior to, on a parity with, or junior to the
Series A Convertible Preferred Stock as to the payment of dividends and as to
distribution of assets upon liquidation, dissolution or winding up.
Dividends. Each holder of Series A Convertible Preferred Stock is entitled
to receive, out of funds legally available therefor, cumulative cash dividends
at the annual rate of $250.00 per share, payable quarterly in arrears.
Liquidation. In the event of the liquidation, dissolution or winding up,
whether voluntary or involuntary, of the Company, the holders of the Series A
Convertible Preferred Stock are entitled to receive an amount in cash equal to
$5,000.00 per share plus an amount equal to all dividends accrued and unpaid
thereon to the date fixed for final distribution, before any payment or
distribution of the assets of the Company will be made on the Common Stock or
on any class or series of capital stock of the Company ranking junior to the
Series A Convertible Preferred Stock.
Redemption. The Series A Convertible Preferred Stock may not be redeemed
by the Company prior to July , 1999. Beginning July , 1999, the Series A
Convertible Preferred Stock may be redeemed in whole or in part at the option
of the Company, out of funds legally available therefor, at a redemption price
of $5,000.00 in cash per share plus accrued and unpaid dividends, without
interest, if the average market price per share of Class A Special Common
Stock for any 20 trading days during any period of 30 consecutive trading days
exceeds 130% of the conversion price during such period, provided that notice
of any such redemption must be provided to the holders within the 15-day
period immediately following the last day of any such 30-day period. The
initial conversion price is $23.91, based on an initial conversion ratio of
209.1175, as described below. See "--Conversion." Beginning July , 2001,
the Company may redeem the Series A Convertible Preferred Stock, in whole or
in part, out of funds legally available therefor, at a redemption price of
$5,250.00 in cash per share, declining by $50.00 for every full 12-month
period after July , 2001 and prior to July , 2006, plus accrued and unpaid
dividends, without interest, if the average market price per share of Class A
Special Common Stock for any 20 trading days during any period of 30
consecutive trading days exceeds the conversion price (which will initially be
$23.91, based on the initial conversion ratio) during such period, provided
that notice of any such redemption must be provided to the holders within the
15-day period immediately following the last day of any such 30-day period.
Beginning July , 2006, the Series A Convertible Preferred Stock may be
redeemed in whole or in part at the option of the Company, out of funds
legally available therefor, at a redemption price of $5,000.00 in cash per
share plus accrued and unpaid dividends, without interest, irrespective of the
market price of the Class A Special Common Stock.
Conversion. The Series A Convertible Preferred Stock is convertible at any
time and from time to time prior to the date of redemption, in whole or in
part, at the option of the holders thereof, into shares of Class A Special
Common Stock at an initial ratio of 209.1175 shares of Class A Special Common
Stock for each share of Series A Convertible Preferred Stock, subject to
certain conditions. No fractional shares of Series A Convertible Preferred
Stock may be converted, and no fractional shares of Class A Special Common
Stock will be issued upon conversion of the Series A Convertible Preferred
Stock. Settlement of any fractional shares of Class A Special Common Stock
will be made in cash based upon the then current market price of Class A
Special Common Stock.
The initial conversion ratio will be adjusted in case of certain events,
including (i) the issuance of shares of the Company's capital stock as a
dividend or distribution on the Class A Special Common Stock; (ii) the
subdivision or combination of Class A Special Common Stock or the issuance of
shares of capital stock by reclassification of the Class A Special Common
Stock; (iii) the issuance to all holders of Class A Special Common Stock of
certain rights or warrants (other than pursuant to a shareholder rights plan)
to subscribe for or purchase Class A Special Common Stock at a price less than
its then current market value (or to subscribe for or purchase securities
convertible into Class A Special Common Stock having an effective exercise
price per share of Class A Special Common Stock less than its then current
market value); and (iv) the distribution to all holders of Class A Special
Common Stock of evidences of indebtedness, assets (excluding regular cash
dividends, dividends payable in capital stock referred to in clause (i) above,
and distributions declared in the ordinary course), or rights or warrants
(other than pursuant to a shareholder rights plan and other than rights or
warrants referred to in clause (iii) above) to subscribe for or purchase any
of the Company's securities.
If the Company is party to a merger or consolidation, a sale of all or
substantially all of its assets or a recapitalization of the Class A Special
Common Stock (excluding any transaction as to which clause (i) or (ii) of the
immediately preceding paragraph applies), in each case as a result of which
shares of Class A Special Common Stock will be converted into the right to
receive stock, securities or other property, each share of Series A
Convertible Preferred Stock that is not converted into the right to receive
stock, securities or other property in such transaction will thereafter be
convertible into the kind and amount of shares of stock, securities and other
property receivable upon the consummation of such transaction by a holder of
that number of shares or fraction thereof of Class A Special Common Stock into
which one share of Series A Convertible Preferred Stock was convertible
immediately prior to such transaction.
Voting Rights. The holders of Series A Convertible Preferred Stock are not
entitled to any voting rights except as otherwise provided by the Articles of
Incorporation or by law.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders and
the Permitted Transferees. Such sales may be made in the over-the-counter
market or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Shares may be sold by means of one or more of the following types of
transactions: (i) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (iv) direct sales to
purchasers; (v) underwritten transactions; and (vi) if applicable, an exchange
distribution in accordance with the rules of such exchange. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate in the sales.
In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales
of the Shares registered hereunder in the course of hedging the positions they
assume with Selling Shareholders. The Selling Shareholders may also sell
shares of Class A Special Common Stock short and redeliver the Shares to close
out such short positions. The Selling Shareholders may also enter into
exchange-based listed option transactions. The Selling Shareholders may also
loan or pledge the Shares registered hereunder to a broker-dealer and the
broker-dealer may sell the Shares so loaned or upon a default the
broker-dealer may effect sales of the pledged Shares pursuant to this
Prospectus. The Selling Shareholders may also donate the Shares to a donee and
the donee may sell the Shares so donated.
Broker-dealers or agents may receive compensation in the form of fees,
discounts or commissions from Selling Shareholders in amounts to be negotiated
in connection with any sale. The Selling Shareholders, the Permitted
Transferees, such broker-dealers and any other participating broker-dealers
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales, and any such fee, discount or commission may be
deemed to be underwriting compensation under the Securities Act. In addition,
any Shares which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
Generally all costs, fees and expenses incurred in connection with the
registration of the sale of the Shares will be borne by the Company. Any
underwriting or brokerage fees, discounts or commissions attributable to sales
of the Shares, out of pocket expenses of the Selling Shareholders or the
Permitted Transferees, and any stock transfer taxes payable on resale of the
Shares will be borne by the Selling Shareholders or the Permitted Transferees,
as the case may be. The Company, the Selling Shareholders and the Permitted
Transferees may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. The
Company has agreed to indemnify the Selling Shareholders and the Permitted
Transferees and the Selling Shareholders have agreed, and have agreed to cause
the Permitted Transferees, to indemnify the Company against certain
liabilities in connection with the offering of the Shares, including
liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the Shares has been passed upon for the Company by Arthur
R. Block, Esq., Senior Deputy General Counsel of the Company.
EXPERTS
The consolidated financial statements and the related financial statement
schedule of Comcast Corporation and its subsidiaries as of December 31, 1995
and 1994 and for each of the three years ended December 31, 1995, incorporated
in this Prospectus by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
The Company's consolidated financial statements include amounts for QVC,
Comcast International Holdings, Inc. ("Comcast International") and Garden
State Cablevision L.P. ("Garden State"). Other auditors have audited the
consolidated financial statements of QVC as of December 31, 1995 and for the
eleven-month period then ended, the consolidated financial statements of
Comcast International as of December 31, 1994 and for the two years then
ended, and the financial statements of Garden State as of December 31, 1994
and for the two years then ended. The reports of such auditors with respect
to the financial statements of QVC, Comcast International and Garden State
were relied upon by Deloitte & Touche LLP for the purpose of its report with
respect to the consolidated financial statements of the Company described
above, insofar as such report relates to amounts included in the Company's
consolidated financial statements for QVC, Comcast International and Garden
State for the periods specified in the Company's consolidated financial
statements.
The combined financial statements of Scripps Cable as of December 31, 1995
and 1994 and for each of the years ended December 31, 1995, 1994 and 1993,
included in Amendment Number 3 dated May 10, 1996 to the Report on Form 8-K of
The E.W. Scripps Company dated December 28, 1995 and incorporated by reference
in this Prospectus, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all fees and expenses payable by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions).
All such fees and expenses, except the Commission registration fee and the
Nasdaq listing fee, are estimated.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 30,733
Nasdaq listing fee............................... 17,500
Legal fees and expenses.......................... 25,000
Accounting fees and expenses..................... 25,000
Blue sky fees and expenses (including counsel fees) 7,500
Printing expenses................................ 25,000
Miscellaneous.................................... 10,000
-----------
Total...................................... $ 140,733
===========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania
Business Corporation Law of 1988 (the "BCL") contain provisions for mandatory
and discretionary indemnification of a corporation's directors, officers and
other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee or agent of the corporation or serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, has no reasonable cause to believe his conduct was
unlawful. Under Section 1743, indemnification is mandatory to the extent that
the director, officer, employee or agent has been successful on the merits or
otherwise in defense of any action or proceeding relating to third-party or
derivative actions if the appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
Section 1744 provides that, unless ordered by a court, any indemnification
under Sections 1741 or 1742 shall be made by the corporation as authorized in
the specific case upon a determination that the representative met the
applicable standard of conduct set forth in those sections and such
determination shall be made by the board of directors by majority vote of a
quorum of directors not parties to the action or proceeding; if a quorum is not
obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by
the court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by this Subchapter of the
BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding that office.
Section 1747 also grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him in his capacity as officer or directors, whether or not the corporation
would have the power to indemnify him against the liability under this
Subchapter of the BCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Sections 1741-1750 of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Sections 1741-1750 of the BCL shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer of
the Company may be insured or indemnified in any manner against any liability
which he may incur in his capacity as such, reference is made to Article VII
of the By-Laws filed as an exhibit herewith.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit Description
Number
- ---------------------------------------------------------------------------------------------------------------------
<S> <C>
3(ii) Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3(ii) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993).
4.1(a) Restated Articles of Incorporation filed on July 24, 1990 (incorporated by reference to Exhibit
3.1(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1995).
4.1(b) Amendment to Restated Articles of Incorporation filed on July 14, 1994 (incorporated by reference
to Exhibit 3.1(b) of the Company's Annual Report on Form 10-K for the year ended December
31, 1995).
4.1(c) Amendment to Restated Articles of Incorporation filed on July 12, 1995 (incorporated by reference
to Exhibit 3.1(c) of the Company's Annual Report on Form 10-K for the year ended December
31, 1995).
4.1(d) Amendment to Restated Articles of Incorporation filed on June 24, 1996.
4.1(e) Form of Statement of Designations, Preferences and Rights of 5% Series A Convertible Preferred
Stock of the Company.
4.2 Specimen Class A Special Common Stock Certificate (incorporated by reference to Exhibit 4(2) to
the Company's Annual Report on Form 10-K for the year ended December 31, 1986).
5 Opinion of Arthur R. Block, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Arthur R. Block, Esq. (included in Exhibit 5).
24* Powers of attorney (included in Part II of the Registration Statement).
99.1 Report of Independent Public Accountants to QVC, Inc., as of December 31, 1995 and for the
eleven-month period then ended (incorporated by reference to Exhibit 99.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995).
99.2 Report of Independent Public Accountants to Garden State Cablevision L.P., as of December 31,
1994 and 1993 and for the years then ended (incorporated by reference to Exhibit 99.2 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1995).
99.3 Report of Independent Public Accountants to Comcast International Holdings, Inc., as of
December 31, 1994 and 1993 and for the years then ended (incorporated by reference to Exhibit
99.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994).
</TABLE>
_________
* Previously filed.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that subparagraphs (a)(i) and (a)(ii) shall not apply to
the extent that information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. If the securities to be registered are to be offered at competitive
bidding, (1) to use its best efforts to distribute prior to the opening of
bids, to prospective bidders, underwriter, and dealers, a reasonable number of
copies of a prospectus which at that time meets the requirements of Section
10(a) of the Securities Act, and relating to the securities offered at
competitive bidding, as contained in the Registration Statement, together with
any supplements thereto, and (2) to file an amendment to the Registration
Statement reflecting the results of bidding, the terms of the reoffering and
related matters to the extent required by the applicable form, not later than
the first use, authorized by the issuer after the opening of bids, of a
prospectus relating to the securities offered at competitive bidding, unless
no further public offering of such securities by the issuer and no reoffering
of such securities by the purchasers is proposed to be made.
4. For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
5. For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the Undersigned,
thereunto duly authorized, in the City of Philadelphia, Commonwealth of
Pennsylvania on July 16, 1996.
COMCAST CORPORATION
By: /s/ Arthur R. Block
-------------------
Arthur R. Block
Vice President
and Senior
Deputy General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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
- -------------------------------
Ralph J. Roberts Directors; Director
* Vice Chairman of the Board of
- -------------------------------
Julian A. Brodsky Directors; Director
* President; Director (Principal
- -------------------------------
Brian L. Roberts Executive Officer)
* Executive Vice President
- -------------------------------
Lawrence S. Smith (Principal Accounting Officer)
* Senior Vice President, Treasurer
- -------------------------------
John R. Alchin (Principal Financial Officer)
Director
- -------------------------------
Daniel Aaron
* Director
- -------------------------------
Gustave G. Amsterdam
* Director
- -------------------------------
Sheldon M. Bonovitz
* Director
- -------------------------------
Joseph L. Castle II
* Director
- -------------------------------
Bernard C. Watson
* Director
- -------------------------------
Irving A. Wechsler
* Director
- -------------------------------
Anne Wexler
*By: /s/ Arthur R. Block
- -------------------------------
Arthur R. Block,
Attorney-in-fact
Dated: July 16, 1996
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
Number
- ---------------------------------------------------------------------------------------------------
<S> <C>
3(ii) Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3(ii) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993).
4.1(a) Restated Articles of Incorporation filed on July 24, 1990 (incorporated by reference to Exhibit
3.1(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1995).
4.1(b) Amendment to Restated Articles of Incorporation filed on July 14, 1994 (incorporated by reference
to Exhibit 3.1(b) of the Company's Annual Report on Form 10-K for the year ended December
31, 1995).
4.1(c) Amendment to Restated Articles of Incorporation filed on July 12, 1995 (incorporated by reference
to Exhibit 3.1(c) of the Company's Annual Report on Form 10-K for the year ended December
31, 1995).
4.1(d) Amendment to Restated Articles of Incorporation filed on June 24, 1996.
4.1(e) Form of Statement of Designations, Preferences and Rights of 5% Series A Convertible Preferred
Stock of the Company.
4.2 Specimen Class A Special Common Stock Certificate (incorporated by reference to Exhibit 4(2) to
the Company's Annual Report on Form 10-K for the year ended December 31, 1986).
5 Opinion of Arthur R. Block, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Arthur R. Block, Esq. (included in Exhibit 5).
24* Powers of attorney (included in Part II of the Registration Statement).
99.1 Report of Independent Public Accountants to QVC, Inc., as of December 31, 1995 and for the
eleven-month period then ended (incorporated by reference to Exhibit 99.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995).
99.2 Report of Independent Public Accountants to Garden State Cablevision L.P., as of December 31,
1994 and 1993 and for the years then ended (incorporated by reference to Exhibit 99.2 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1995).
99.3 Report of Independent Public Accountants to Comcast International Holdings, Inc., as of
December 31, 1994 and 1993 and for the years then ended (incorporated by reference to Exhibit
99.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994).
</TABLE>
_________
* Previously filed.
Microfilm Number 9644-735 Filed with the Department of
State on June 24, 1996
Entity Number 74263 /s/ Yvette Kane
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-915 (Rev 90)
In compliance with the requirements of 15 Pa. C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1.The name of the corporation is: Comcast Corporation
2.The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 1500 Market Street, 35th Floor Philadelphia PA 19102 Philadelphia
-------------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o:-------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
3.The statute by or under which it was incorporated is: Pennsylvania
Business Corporation Law
4.The date of its incorporation is: March 5, 1969
5.(Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of Amendment
---- in the Department of State.
---- The amendment shall be effective on: _______________ or _______________
Date Hour
6.(Check one of the following):
X
---- The amendment was adopted by the shareholders (or members)
pursuant to 15 Pa.C.S. Section 1914(a) and (b).
---- The amendment was adopted by the board of directors
pursuant to 15 Pa. C.S. Section 1914(c).
7.(Check, and if appropriate complete, one of the following):
---- The amendment adopted by the corporation, set forth in full, is
as follows:
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
X
---- The amendment adopted by the corporation is set forth in
full in Exhibit A attached hereto and made a part hereof.
8.(Check if the amendment restates the Articles):
---- The restated Articles of Incorporation supersede the original
Articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 19th
day of June , 1996.
COMCAST CORPORATION
___________________________
(Name of Corporation)
/s/ Stanley Wang
BY:___________________________
(Signature) Stanley Wang
TITLE: Secretary
________________________
EXHIBIT A
Comcast Corporation Articles of Amendment
June 19, 1996
Paragraph (a) of Article 5 of the Company's Articles of
Incorporation is amended to as to read as herein set forth in full:
"(a)Each Share of Class A Common Stock shall entitle the holder
thereof to one (1) vote. Each share of Class B Common Stock shall
entitle the holder thereof to fifteen (15) votes. Holders of shares of
Class A Special Common Stock shall not be entitled to vote for the
election of directors or any other matter except as may be required by
applicable law, in which case each share of Class A Special Common Stock
shall entitle the holder thereof to one (1) vote."
Paragraph (c) of Article 5 of the Company's Articles of
Incorporation is amended so as to read as herein set forth in full:
"(c)The holders of Class A Common Stock, the holders of Class A
Special Common Stock, and the holders of Class B Common Stock, shall be
entitled to receive, from time to time, when and as declared by the
Board of Directors, such dividends of stock of this corporation or other
property as the Board of Directors may determine, out of such funds as
are legally available therefor. Stock dividends on, or stock splits of,
any class of Common Stock shall not be paid or issued only in shares of
that class; provided, however, that stock dividends on, or stock splits
of, Class A Common Stock, Class A Special Common Stock, or Class B
Common Stock may be paid or issued in shares of either Class A Common
Stock or Class A Special Common Stock. Any decrease in the number of
shares of any class of Common Stock resulting in a combination or
consolidation of shares or other capital reclassification shall not be
permitted unless parallel action is taken with respect to each other
class of Common Stock, so that the number of shares of each class of
Common Stock outstanding shall be decreased proportionately.
Notwithstanding anything to the contrary contained herein, in the event
of a distribution of property, plan of merger or consolidation, plan of
asset transfer, plan of division, plan of exchange, or recapitalization
pursuant to which holders of Class A Common Stock, holders of Class A
Special Common Stock, and holders of Class B Common Stock would be
entitled to receive equity interests of one or more corporations
(including, without limitation, this corporation) or other entities, or
rights to acquire such equity interests, then the Board of Directors of
this corporation may, by resolution duly adopted, provide that the
holders of Class A Common Stock, the holders of Class A Special Common
Stock, and the holders of Class B Common Stock, respectively and as
separate classes, shall receive with respect to their Class A Common
Stock, Class A Special Common Stock, or Class B Common Stock (whether by
distribution, exchange, redemption or otherwise), in proportion to the
number of shares held by them, equity interests (or rights to acquire
such equity interests) of separate classes or series having
substantially equivalent relative designations, preferences,
qualifications, privileges, limitations, restrictions and rights as the
relative designations, preferences, qualifications, privileges,
limitations, restrictions and rights of the Class A Common Stock, Class
A Special Common Stock and Class B. Common Stock. Except as provided
above, if there should be any distribution of property or stock, asset
transfer, division, share exchange, recapitalization or reorganization
of the corporation, the holders of Class A Common Stock, the holders of
Class A Special Common Stock, and the holders of Class B Common Stock
shall receive the shares of stock, other securities or rights or other
assets as would be issuable or payable upon such distribution, merger,
consolidation, purchase or acquisition of such property or stock, asset
transfer, division, share exchange, recapitalization or reorganization
in proportion to the number of shares held by them, respectively,
without regard to class."
Paragraph (e) of Article 5 of the Company's Articles of Incorporation is
amended so as to read as herein set forth in full:
"(e)Except where holders of Class A Special Common Stock are
expressly required to vote under applicable law, only the holders of
Class A Common Stock and holders of Class B Common Stock shall be
entitled to vote and shall vote as a single class on all matters with
respect to which a vote of the shareholders of this Corporation is
required or permitted under applicable law, the Articles of
Incorporation of this Corporation, or the By-Laws of this Corporation
including, but not limited to, matters concerning the sale, lease or
exchange of all or substantially all of the property and assets of this
Corporation, mergers or consolidations with another corporation or
corporations, dissolutions of this Corporation, or amendments to the
Articles of Incorporation of this Corporation Except as provided in
paragraph (f) of this Article Five, whenever applicable law, the
Articles of Incorporation of this Corporation or the By-Laws of this
Corporation provide for the necessity of an "affirmative vote of the
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon," or "a majority of the voting
stock," or language of similar effect, any and all such language shall
mean that the Class A Common Stock and the Class B Common Stock shall
vote as one class and that a majority consists of a majority of the
total number of votes entitled to be case in accordance with the
provisions of paragraph (a) of this Article Five, so that each share of
Class A Common Stock shall entitle the holder thereof to one (1) vote
and that each share of the Class B Common Stock shall entitle the holder
thereof to fifteen (15) votes."
Paragraph (f) of Article 5 of the Company's Articles of Incorporation is
amended so as to read as herein set forth in full:
"(f)Each and any provision of the Articles of Incorporation of
this Corporation may from time to time, when and as desired, be amended
by a resolution of the Board of Directors and the affirmative vote of a
majority of the votes cast by all shareholders entitled to vote thereon,
as determined in accordance with the provisions of paragraph (a) of this
Article Five, so that each share of Class A Common Stock shall entitle
the holder thereof to one (1) vote and that each share of the Class B
Common Stock shall entitle the holder thereof to fifteen (15) votes.
There shall be no class voting on any such amendments or on any other
matter except as shall be required by applicable law, in which case
there shall be required the affirmative vote of a majority of the votes
cast by the holders of the outstanding shares of each class entitled to
vote by applicable law, voting as a separate class."
Microfilm Number ______________________ Filed with the Department of
State on
Entity Number _________________________ _____________________________
Secretary of the Commonwealth
STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
DSCB:15-1522 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. Section 1522(b) (relating
to statement with respect to shares), the undersigned
corporation, desiring to state the designation and voting rights, preferences,
limitations, and special rights, if any, of a class or series
of its shares, hereby states that:
1.The name of the corporation is: Comcast Corporation
_____________________________________________________________________________
2.(Check and complete one of the following):
_______ The resolution amending the Articles under 15 Pa.C.S. Section 1522(b)
(relating to divisions and determinations by the board), set forth in full is
as follows:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
X
---- The resolution amending the Articles under 15 Pa.C.S. Section
1522(b) is set forth in full in Exhibit A attached hereto and made a part
hereof.
3.The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed
under 15 Pa.C.S Section 1522 or corresponding provisions of prior law with
respect thereto, and (c) any other provision of the Articles is 6,370
shares of 5% Series A Convertible Preferred Stock.
4.The resolution was adopted by the Board of Directors or an authorized
committee thereof on: June 19, 1996
5.(Check, and if appropriate complete, one of the following):
X
---- The resolution shall be effective upon the filing of this
statement with respect to shares in the Department of State.
____ The resolution shall be effective on:_____________ or _____________
Date Hour
IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to
be signed by a duly authorized officer thereof this
_____________________________ day of ____________________, 1996.
Comcast Corporation
______________________
(Name of Corporation)
BY:___________________
(Signature)
TITLE:________________
EXHIBIT A
STATEMENT OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF 5% SERIES A CONVERTIBLE PREFERRED STOCK
of
COMCAST CORPORATION
Pursuant to Section 1522 of the Pennsylvania Business
Corporation Law
We, the undersigned, Stanley Wang, Senior Vice President, and
Arthur R. Block, Assistant Secretary, of Comcast Corporation, a Pennsylvania
corporation (hereinafter called the "Corporation"), pursuant to the provisions
of Section 1522 of the Pennsylvania Business Corporation Law of 1988, as
amended, do hereby make this Statement of Designations and do hereby state and
certify that pursuant to the authority expressly vested in the Board of
Directors of the Corporation by the Restated Articles of Incorporation, the
Board of Directors duly adopted the following resolution on June 19, 1996:
RESOLVED, that, pursuant to Article 5 of the Restated Articles
of Incorporation of the Corporation (the "Restated Articles of Incorporation")
(which authorizes 20 million shares of preferred stock, without par value
("Preferred Stock"), of which no shares are currently issued and outstanding),
the Board of Directors hereby fixes the powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, of a series of Preferred Stock.
RESOLVED, that each share of such series of Preferred Stock
shall rank equally in all respects and shall be subject to the following
provisions:
(1) Number and Designation. Six thousand three hundred
seventy (6,370) shares of the Preferred Stock of the Corporation shall be
designated as 5% Series A Convertible Preferred Stock (the "Series A Preferred
Stock").
(2) Definitions. For purposes of the Series A Preferred
Stock, the following terms shall have the meanings indicated:
"Board of Directors" shall mean the board of directors of the
Corporation or the Executive Committee, if any, of such board of
directors or any other committee duly authorized by such board of
directors to perform any of its responsibilities with respect to the
Series A Preferred Stock.
"Business Day" shall mean any day other than a Saturday, Sunday
or a day on which state or federally chartered banking institutions
in New York, New York are not required to be open.
"Class A Common Stock" shall mean the Corporation's Class A
Common Stock, $1.00 par value.
"Class B Common Stock" shall mean the Corporation's Class B
Common Stock, $1.00 par value.
"Common Stock" shall mean the Special Common Stock, the Class A
Common Stock and the Class B Common Stock and any other class of
common stock authorized by the Corporation.
"Constituent Person" shall have the meaning set forth in
paragraph (8)(e) hereof.
"Conversion Ratio" shall have the meaning set forth in
paragraph (8)(a) hereof.
"Current Market Price" of publicly traded shares of Special
Common Stock or any other class of capital stock or other security of
the Corporation or any other issuer for any day shall mean (i) if the
security is then listed or admitted to trading on a national
securities exchange in the United States, the last reported sale
price, regular way, for the security as reported in the consolidated
transaction or other reporting system for securities listed or traded
on such exchange, or (ii) if the security is quoted on the Nasdaq
National Market, the last reported sale price, regular way, for the
security as reported on such list, or (iii) if the security is not so
admitted for trading on any national securities exchange or the
Nasdaq National Market, the average of the last reported closing bid
and asked prices reported by the National Association of Securities
Dealers, Inc., Automated Quotations System as furnished by any member
in good standing of the National Association of Securities Dealers,
Inc., selected from time to time by the Company for that purpose or
as quoted by the National Quotation Bureau Incorporated. In the
event that no such quotation is available for such day, the Current
Market Price shall be the average of the quotations for the last five
Trading Days for which a quotation is available within the last 30
Trading Days prior to such day. In the event that five such
quotations are not available within such 30-Trading Day period, the
Board of Directors shall be entitled to determine the Current Market
Price on the basis of such quotations as it considers appropriate.
"Determination Date" shall have the meaning set forth in
paragraph 8(d) hereof.
"Dividend Payment Date" shall mean the first calendar day of
January, April, July and October in each year, commencing on October
1, 1996; provided, however, that if any Dividend Payment Date falls
on any day other than a Business Day, the dividend payment due on such
Dividend Payment Date shall be paid on the Business Day immediately
following such Dividend Payment Date.
"Dividend Periods" shall mean quarterly dividend periods
commencing on January 1, April 1, July 1 and October 1 of each year
and ending on and including the day preceding the first day of the
next succeeding Dividend Period (other than the initial Dividend
Period, which shall commence on the Issue Date and end on and include
September 30, 1996).
"Fair Market Value" shall mean the average of the daily Current
Market Prices of a share of Special Common Stock for the 20 Trading
Days selected by the Corporation within the 30 consecutive Trading
Days immediately prior to the date for which such value is to be
computed.
"Issue Date" shall mean the first date on which shares of
Series A Preferred Stock are issued.
"Junior Securities" shall have the meaning set forth in
paragraph (3) hereof.
"Nasdaq" means the National Association of Securities Dealers,
Inc. Automated Quotations System.
"non-electing share" shall have the meaning set forth in
paragraph (8)(e) hereof.
"NYSE" means the New York Stock Exchange.
"outstanding", when used with reference to shares of stock,
shall mean issued shares, excluding shares held by the Corporation or
a subsidiary.
"Parity Securities" shall have the meaning set forth in
paragraph (3) hereof.
"Person" shall mean any individual, a corporation, a
partnership, an association, a joint-stock company, a trust, any
unincorporated organization, or a government or political subdivision
thereof.
"Preferred Stock" shall have the meaning set forth in the first
resolution above.
"Securities" shall have the meaning set forth in paragraph
(8)(d) hereof.
"Senior Securities" shall have the meaning set forth in
paragraph (3) hereof.
"Series A Preferred Stock" shall have the meaning set forth in
paragraph (1) hereof.
"set apart for payment" shall be deemed to include, without any
action other than the following, the recording by the Corporation in
its accounting ledgers of any accounting or bookkeeping entry which
indicates, pursuant to a declaration of dividends or other
distribution by the Board of Directors, the allocation of funds to be
so paid on any series or class of capital stock of the Corporation;
provided, however, that if any funds for any class or series of
Junior Securities or any class or series of Parity Securities are
placed in a separate account of the Corporation or delivered to a
disbursing, paying or other similar agent, then "set apart for
payment" with respect to the Series A Preferred Stock shall mean
placing such funds in a separate account or delivering such funds to
a disbursing, paying or other similar agent.
"Special Common Stock" shall mean the Corporation's Class A
Special Common Stock, $1.00 par value.
"Trading Day" shall mean any day on which the securities in
question are traded on the NYSE, or if such securities are not listed
or admitted for trading on the NYSE, on the principal national
securities exchange on which such securities are listed or admitted,
or if not listed or admitted for trading on any national securities
exchange, on the Nasdaq National Market, or if such securities are
not quoted thereon, in the applicable securities market in which the
securities are traded.
"Transaction" shall have the meaning set forth in paragraph
(8)(e) hereof.
(3) Rank. Any class or series of stock of the Corporation
shall be deemed to rank:
(A) prior to the Series A Preferred Stock, either as to the
payment of dividends or as to distribution of assets upon
liquidation, dissolution or winding up, or both, if the holders of
such class or series shall be entitled by the terms thereof to the
receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, or both, in preference or priority to the
holders of Series A Preferred Stock ("Senior Securities");
(B) on a parity with the Series A Preferred Stock, either as
to the payment of dividends or as to distribution of assets upon
liquidation, dissolution or winding up, or both, whether or not the
dividend rates, dividend payment dates or redemption or liquidation
prices per share thereof be different from those of the Series A
Preferred Stock, if the holders of the Series A Preferred Stock and
of such class of stock or series shall be entitled by the terms
thereof to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, or both, in proportion to
their respective amounts of accrued and unpaid dividends per share or
liquidation preferences, without preference or priority one over the
other ("Parity Securities"); and
(C) junior to the Series A Preferred Stock, either as to the
payment of dividends or as to the distribution of assets upon
liquidation, dissolution or winding up, or both, if such stock or
series shall be Common Stock or if the holders of the Series A
Preferred Stock shall be entitled to receipt of dividends, or of
amounts distributable upon liquidation, dissolution or winding up, as
the case may be, in preference or priority to the holders of shares
of such stock or series ("Junior Securities").
The respective definitions of Senior Securities, Junior Securities and Parity
Securities shall also include any rights or options exercisable for or
convertible into any of the Senior Securities, Junior Securities and Parity
Securities, as the case may be. The Series A Preferred Stock shall be subject
to the creation of Senior Securities, Junior Securities and Parity Securities.
(4) Dividends. (a) The holders of shares of Series A
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available for the payment of
dividends, cash dividends at the annual rate of $250.00 per share. Such
dividends shall be payable in arrears quarterly on each Dividend Payment Date.
The Board of Directors shall declare and pay such dividends for each Dividend
Period so long as there are funds legally available for the payment thereof
and for the payment of any dividends required to be paid on any Parity
Securities through the relevant Dividend Payment Date. Dividends on the Series
A Preferred Stock shall be cumulative from the Issue Date whether or not in
any Dividend Period or Periods there shall be funds of the Corporation legally
available for the payment of such dividends. Each such dividend shall be
payable to the holders of record of shares of the Series A Preferred Stock,
as they appear on the stock records of the Corporation at the close of
business on the record date for such dividend. Upon the declaration of any
such dividend, the Board of Directors shall fix as such record date the tenth
Business Day preceding the relevant Dividend Payment Date. Accrued and unpaid
dividends for any past Dividend Periods may be declared and paid at any time,
without reference to any Dividend Payment Date, to holders of record on such
record date, not more than 45 days nor less than five Business Days preceding
the payment date thereof, as may be fixed by the Board of Directors; provided
that such accrued and unpaid dividends for any past Dividend Periods shall be
declared and paid as soon as there are funds legally available for the payment
thereof and for the payment of any accrued and unpaid dividends on any Parity
Securities.
(b) The amount of dividends payable for each full Dividend
Period for the Series A Preferred Stock shall be computed by dividing the
annual dividend rate by four. The amount of dividends payable for the initial
Dividend Period, or any other period shorter than a full Dividend Period, on
the Series A Preferred Stock shall be computed on the basis of the actual
number of days in such period. Holders of shares of Series A Preferred Stock
shall not be entitled to any dividends, whether payable in cash, property or
stock, in excess of cumulative dividends, as herein provided, on the Series A
Preferred Stock. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Series A
Preferred Stock that may be in arrears.
(c) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends, except as described in the next succeeding
sentence, shall be declared or paid or set apart for payment on Parity
Securities, for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for such payment on the Series A Preferred Stock
for all Dividend Periods terminating on or prior to the date of payment of the
dividend on such class or series of Parity Securities. When dividends are not
paid in full or a sum sufficient for such payment is not set apart, as
aforesaid, all dividends declared upon shares of the Series A Preferred Stock
and all dividends declared upon Parity Securities shall be declared ratably in
proportion to the respective amounts of dividends accumulated and unpaid on the
Series A Preferred Stock and accumulated and unpaid on such Parity Securities.
(d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends (other than (i) any rights issued pursuant to a
shareholder rights plan and (ii) dividends or distributions paid in shares of,
or options, warrants or rights to subscribe for or purchase shares of, Junior
Securities) shall be declared or paid or set apart for payment or other
distribution declared or made upon Junior Securities, nor shall any Junior
Securities be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of shares of Common Stock made for
purposes of an employee incentive or benefit plan of the Corporation or any
subsidiary) for any consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any shares of any such stock) by the
Corporation, directly or indirectly (except by conversion into or exchange for
Junior Securities), unless in each case (i) the full cumulative dividends on
all outstanding shares of the Series A Preferred Stock and any other Parity
Securities shall have been paid or set apart for payment for all past Dividend
Periods with respect to the Series A Preferred Stock and all past dividend
periods with respect to such Parity Securities and (ii) sufficient funds shall
have been paid or set apart for the payment of the dividend for the current
Dividend Period with respect to the Series A Preferred Stock and the current
dividend period with respect to such Parity Securities.
(5) Liquidation Preference. (a) In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, before any payment or distribution of the assets of the
Corporation (whether capital or surplus) shall be made to or set apart for the
holders of Junior Securities, the holders of the shares of Series A Preferred
Stock shall be entitled to receive $5,000.00 per share of Series A Preferred
Stock plus an amount equal to all dividends (whether or not earned or
declared) accrued and unpaid thereon to the date of final distribution to such
holders; but such holders shall not be entitled to any further payment. If,
upon any liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation, or proceeds thereof, distributable among the holders of
the shares of Series A Preferred Stock shall be insufficient to pay in full
the preferential amount aforesaid and liquidating payments on any Parity
Securities, then such assets, or the proceeds thereof, shall be distributed
among the holders of shares of Series A Preferred Stock and any such other
Parity Securities ratably in accordance with the respective amounts that would
be payable on such shares of Series A Preferred Stock and any such other stock
if all amounts payable thereon were paid in full. For the purposes of this
paragraph (5), (i) a consolidation or merger of the Corporation with one or
more corporations, or (ii) a sale or transfer of all or substantially all of
the Corporation's assets, shall not be deemed to be a liquidation, dissolution
or winding up, voluntary or involuntary, of the Corporation.
(b) Subject to the rights of the holders of any Parity
Securities, upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders of the
Series A Preferred Stock, as provided in this paragraph (5), any other series
or class or classes of Junior Securities shall, subject to the respective
terms and provisions (if any) applying thereto, be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of the Series
A Preferred Stock shall not be entitled to share therein.
(6) Redemption. (a) The Series A Preferred Stock shall not be
redeemable by the Corporation prior to the third anniversary of the Issue
Date. On and after the third anniversary of the Issue Date, to the extent the
Corporation shall have funds legally available for such payment, the
Corporation may redeem at its option shares of Series A Preferred Stock, in
whole or from time to time in part, at a redemption price of $5,000.00 per
share in cash, together with accrued and unpaid dividends thereon to, but
excluding, the date fixed for redemption, without interest, if, for any 20
Trading Days selected by the Corporation within any period of 30 consecutive
Trading Days, the average of the Current Market Prices of a share of Special
Common Stock exceeds 130% of a fraction, the numerator of which shall be
$5,000.00 and the denominator of which shall be the average Conversion Ratio
(as defined below) in effect for such 20 Trading Days; provided, however, that
any such redemption may only be exercised by the Corporation upon provision of
notice to holders in accordance with paragraph 7 within 15 days following the
last day of any such 30-day period.
(b) Unless the provisions of paragraph (6)(a) apply, on and
after the fifth anniversary of the Issue Date, to the extent the Corporation
shall have funds legally available for such payment, the Corporation may
redeem at its option shares of Series A Preferred Stock, in whole or from time
to time in part, at the following redemption prices per share, if redeemed
during the 12-month period beginning July __ in the year indicated if, for any
20 Trading Days selected by the Corporation within any period of 30
consecutive Trading Days, the average of the Current Market Prices of a share
of Special Common Stock exceeds an amount equal to $5,000.00 divided by the
average Conversion Ratio in effect for such 20 Trading Days:
<TABLE>
<S> <C>
Year Redemption Price Per
- -----------------------------
Share/(Percentage of
the Liquidation
Preference per Share)
-----------------------
2001 $5,250.00/105%
2002 $5,200.00/104%
2003 $5,150.00/103%
2004 $5,100.00/102%
2005 $5,050.00/101%
</TABLE>
in each case together with accrued and unpaid dividends thereon to, but
excluding, the date fixed for redemption, without interest; provided, however,
that any such redemption may only be exercised by the Corporation upon
provision of notice to holders in accordance with paragraph 7 within 15 days
following the last day of any such 30-day period.
(c) On and after the tenth anniversary of the Issue Date,
regardless of the then-Current Market Price of a share of Special Common
Stock, to the extent the Corporation shall have funds legally available for
such payment, the Corporation may redeem at its option shares of Series A
Preferred Stock, in whole or from time to time in part, at a redemption price
per share of $5,000.00, together with accrued and unpaid dividends thereon to,
but excluding, the date fixed for redemption, without interest.
(d) Shares of Series A Preferred Stock which have been issued
and reacquired in any manner, including shares purchased or redeemed
(excluding, until the Corporation elects to retire them, shares which are held
as treasury shares), shall (upon compliance with any applicable provisions of
the laws of the Commonwealth of Pennsylvania) have the status of authorized
and unissued shares of Preferred Stock, undesignated as to series, and may be
redesignated and reissued as part of any series of the Preferred Stock.
(e) Upon any redemption of Series A Preferred Stock, the
Corporation shall pay the redemption price and any accrued and unpaid
dividends in arrears to, but excluding, the applicable redemption date.
Except as provided in this paragraph 6, the Corporation shall make no payment
or allowance for unpaid dividends, whether or not in arrears, on shares of
Series A Preferred Stock called for redemption.
(f) Unless full cumulative cash dividends (whether or not
declared) on all outstanding shares of Series A Preferred Stock and any Parity
Securities shall have been paid or contemporaneously are declared and paid or
set apart for payment for all Dividend Periods terminating on or prior to the
applicable redemption date, none of the shares of Series A Preferred Stock
shall be redeemed, and no sum shall be set aside for such redemption, unless
shares of Series A Preferred Stock are redeemed pro rata.
(7) Procedure for Redemption. (a) If the Corporation shall
redeem shares of Series A Preferred Stock, notice of such redemption shall be
given by certified mail, return receipt requested, postage prepaid, mailed not
less than 30 days nor more than 60 days prior to the redemption date, to each
holder of record of the shares to be redeemed at such holder's address as the
same appears on the stock register of the Corporation; provided that neither
the failure to give such notice nor any defect therein or in the mailing
thereof, to any particular holder, shall affect the sufficiency of the notice
or the validity of the proceedings for redemption with respect to the other
holders. Any notice that was mailed in the manner herein provided shall be
conclusively presumed to have been duly given on the date mailed whether or
not the holder receives the notice. Each such notice shall state: (i) the
redemption date; (ii) the number of shares of Series A Preferred Stock to be
redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of shares to be redeemed from such holder; (iii) the
redemption price; (iv) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date, except as otherwise provided herein.
(b) If notice has been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price of the shares called for
redemption and dividends accrued and unpaid thereon, if any), (i) except as
otherwise provided herein, dividends on the shares of Series A Preferred Stock
so called for redemption shall cease to accrue, (ii) said shares shall no
longer be deemed to be outstanding, and (iii) all rights of the holders
thereof as holders of the Series A Preferred Stock shall cease (except the
right to receive from the Corporation the redemption price without interest
thereon, upon surrender and endorsement of their certificates if so required,
and to receive any dividends payable thereon).
(c) Upon surrender in accordance with notice given pursuant to
this paragraph (7) of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such shares shall
be redeemed by the Corporation at the redemption price aforesaid, plus any
dividends payable thereon. If fewer than all the outstanding shares of Series
A Preferred Stock are to be redeemed, the number of shares to be redeemed
shall be determined by the Board of Directors and the shares to be redeemed
shall be selected pro rata (with any fractional shares being rounded to the
nearest whole share). In case fewer than all the shares represented by any
such certificate are redeemed, a new certificate shall be issued representing
the unredeemed shares without cost to the holder thereof.
(8) Conversion. (a) Subject to and upon compliance with the
provisions of this paragraph (8), a holder of shares of Series A Preferred
Stock shall have the right, at any time and from time to time, at such
holder's option, to convert any or all outstanding shares of Series A Preferred
Stock held by such holder, but not fractions of shares, into fully paid and
non-assessable shares of Special Common Stock by surrendering such shares to
be converted, such surrender to be made in the manner provided in paragraph
(8)(b) hereof. The number of shares of Special Common Stock deliverable upon
conversion of a share of Series A Preferred Stock, adjusted as hereinafter
provided, is referred to herein as the "Conversion Ratio." The Conversion
Ratio as of the Issue Date is 209.1175, subject to adjustment from time to
time pursuant to paragraph (8)(d) hereof. The right to convert shares called
for redemption pursuant to paragraph (7) shall terminate at the close of
business on the date immediately preceding the date fixed for such redemption
unless the Corporation shall default in making payment of the amount payable
upon such redemption.
(b)(i) In order to exercise the conversion privilege, the
holder of each share of Series A Preferred Stock to be converted
shall surrender the certificate representing such share, duly
endorsed or assigned to the Corporation or in blank, at the office of
the Corporation, or to any transfer agent of the Corporation
previously designated by the Corporation to the holders of the Series
A Preferred Stock for such purposes, with a written notice of
election to convert completed and signed, specifying the number of
shares to be converted. Such notice shall also state the name or
names (with address and social security or other taxpayer
identification number) in which the certificate or certificates for
Special Common Stock are to be issued. Unless the shares issuable on
conversion are to be issued in the same name as the name in which
such share of Series A Preferred Stock is registered, each share
surrendered for conversion shall be accompanied by instruments of
transfer, in form satisfactory to the Corporation, duly executed by
the holder or the holder's duly authorized attorney and an amount
sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have
been paid). All certificates representing shares of Series A
Preferred Stock surrendered for conversion shall be canceled by the
Corporation or the transfer agent.
(ii) Holders of shares of Series A Preferred Stock at the
close of business on a dividend payment record date shall be entitled
to receive the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the conversion thereof
following such dividend payment record date and prior to such Dividend
Payment Date. However, shares of Series A Preferred Stock
surrendered for conversion during the period from the close of
business on any dividend payment record date to the opening of
business on the corresponding Dividend Payment Date (except shares
converted after the issuance of a notice of redemption with respect
to a redemption date during such period, which need not be
accompanied by payment of such amount) must be accompanied by payment
of an amount equal to the dividend payable on such shares on such
Dividend Payment Date. A holder of shares of Series A Preferred
Stock on a dividend payment record date who (or whose transferee)
tenders any such shares for conversion into shares of Special Common
Stock on the corresponding Dividend Payment Date will receive the
dividend payable by the Corporation on such shares of Series A
Preferred Stock on such date, and the converting holder need not
include payment of the amount of such dividend upon surrender of
shares of Series A Preferred Stock for conversion. Except as
provided above, the Corporation shall make no payment or allowance
for unpaid dividends, whether or not in arrears, on converted shares
or for dividends on the shares of Special Common Stock issued upon
such conversion.
(iii) As promptly as practicable after the surrender by a
holder of the certificates for shares of Series A Preferred Stock as
aforesaid, the Corporation shall issue and shall deliver to such
holder, or on the holder's written order, a certificate or
certificates for the whole number of duly authorized, validly issued,
fully paid and non-assessable shares of Special Common Stock issuable
upon the conversion of such shares in accordance with the provisions
of this paragraph (8), and any fractional interest in respect of a
share of Special Common Stock arising on such conversion shall be
settled as provided in paragraph (8)(c). Upon conversion of only a
portion of the shares of Series A Preferred Stock represented by any
certificate, a new certificate shall be issued representing the
unconverted portion of the certificate so surrendered without cost to
the holder thereof. Upon the surrender of certificates representing
shares of Series A Preferred Stock to be converted, such shares shall
no longer be deemed to be outstanding and all rights of a holder with
respect to such shares surrendered for conversion shall immediately
terminate except the right to receive the Special Common Stock and
other amounts payable pursuant to this paragraph (8).
(iv) Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which the
certificates for shares of Series A Preferred Stock shall have been
surrendered and such notice (and, if applicable, payment of an amount
equal to the dividend payable on such shares, as provided in
paragraph 8(b)(ii)) received by the Corporation as aforesaid, and the
Person or Persons in whose name or names any certificate or
certificates for shares of Special Common Stock shall be issuable
upon such conversion shall be deemed to have become the holder or
holders of record of the shares of Special Common Stock represented
thereby at such time on such date and such conversion shall be into a
number of shares of Special Common Stock equal to the product of the
number of shares of Series A Preferred Stock surrendered times the
Conversion Ratio in effect at such time on such date, unless the
stock transfer books of the Corporation shall be closed on that date,
in which event such Person or Persons shall be deemed to have become
such holder or holders of record at the close of business on the next
succeeding day on which such stock transfer books are open, but such
conversion shall be based upon the Conversion Ratio in effect on the
date upon which such shares shall have been surrendered and such
notice received by the Corporation.
(c) No fractional shares or scrip representing fractions of
shares of Special Common Stock shall be issued upon conversion of the Series A
Preferred Stock. Instead of any fractional interest in a share of Special
Common Stock that would otherwise be deliverable upon the conversion of a
share of Series A Preferred Stock, the Corporation shall pay to the holder of
such share an amount in cash based upon the Current Market Price of Special
Common Stock on the Trading Day immediately preceding the date of conversion.
If more than one share shall be surrendered for conversion at one time by the
same holder, the number of full shares of Special Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series A Preferred Stock surrendered for conversion by such holder.
(d) The Conversion Ratio shall be adjusted from time to time
as follows:
(i) If the Corporation shall after the Issue Date (A) declare
a dividend or make a distribution on its Special Common Stock in
shares of its capital stock, (B) subdivide its outstanding Special
Common Stock into a greater number of shares, (C) combine its
outstanding Special Common Stock into a smaller number of shares or
(D) issue any shares of capital stock by reclassification of its
Special Common Stock, the Conversion Ratio in effect on the record
date for such dividend or distribution, or the effective date of such
subdivision, combination or reclassification, as the case may be,
shall be proportionately adjusted so that the holder of any share of
Series A Preferred Stock thereafter surrendered for conversion shall
be entitled to receive the number and kind of shares of Special
Common Stock or other capital stock that such holder would have owned
or have been entitled to receive after the happening of any of the
events described above had such share been converted immediately
prior to the record date in the case of a dividend or distribution or
the effective date in the case of a subdivision, combination or
reclassification. An adjustment made pursuant to this subparagraph
(i) shall become effective immediately after the opening of business
on the Business Day next following the record date (except as
provided in paragraph (8)(h)) in the case of a dividend or
distribution and shall become effective immediately after the opening
of business on the Business Day next following the effective date in
the case of a subdivision, combination or reclassification.
Adjustments in accordance with this paragraph (8)(d)(i) shall be made
whenever any event listed above shall occur.
(ii) If the Corporation shall after the Issue Date fix a
record date for the issuance of rights or warrants (in each case,
other than any rights issued pursuant to a shareholder rights plan)
to all holders of Special Common Stock entitling them (for a period
expiring within 45 days after such record date) to subscribe for or
purchase Special Common Stock (or securities convertible into Special
Common Stock) at a price per share (or, in the case of a right or
warrant to purchase securities convertible into Special Common Stock,
having an effective exercise price per share of Special Common Stock,
computed on the basis of the maximum number of shares of Special
Common Stock issuable upon conversion of such convertible securities,
plus the amount of additional consideration payable, if any, to
receive one share of Special Common Stock upon conversion of such
securities) less than the Fair Market Value per share of Special
Common Stock on the date on which such issuance was declared or
otherwise announced by the Corporation (the "Determination Date"),
then the Conversion Ratio in effect at the opening of business on the
Business Day next following such record date shall be adjusted so that
the holder of each share of Series A Preferred Stock shall be
entitled to receive, upon the conversion thereof, the number of
shares of Special Common Stock determined by multiplying (I) the
Conversion Ratio in effect immediately prior to such record date by
(II) a fraction, the numerator of which shall be the sum of (A) the
number of shares of Special Common Stock outstanding on the
Determination Date and (B) the number of additional shares of Special
Common Stock offered for subscription or purchase pursuant to such
rights or warrants (or in the case of a right or warrant to purchase
securities convertible into Special Common Stock, the aggregate
number of additional shares of Special Common Stock into which the
convertible securities so offered are initially convertible), and the
denominator of which shall be the sum of (A) the number of shares of
Special Common Stock outstanding on the close of business on the
Determination Date and (B) the number of shares that the aggregate
proceeds to the Corporation from the exercise of such rights or
warrants for Special Common Stock would purchase at such Fair Market
Value on such date (or, in the case of a right or warrant to purchase
securities convertible into Special Common Stock, the number of
shares of Special Common Stock obtained by dividing the aggregate
exercise price of such rights or warrants for the maximum number of
shares of Special Common Stock issuable upon conversion of such
convertible securities, plus the aggregate amount of additional
consideration payable, if any, to convert such securities into
Special Common Stock, by such Fair Market Value). Such adjustment
shall become effective immediately after the opening of business on
the Business Day next following such record date (except as provided
in paragraph (8)(h)). Such adjustment shall be made successively
whenever such a record date is fixed. In the event that after fixing
a record date such rights or warrants are not so issued, the
Conversion Ratio shall be readjusted to the Conversion Ratio which
would then be in effect if such record date had not been fixed. In
determining whether any rights or warrants entitle the holders of
Special Common Stock to subscribe for or purchase shares of Special
Common Stock at less than such Fair Market Value, there shall be
taken into account any consideration received by the Corporation upon
issuance and upon exercise of such rights or warrants, the value of
such consideration, if other than cash, to be determined by the Board
of Directors. In case any rights or warrants referred to in this
subparagraph (ii) shall expire unexercised after the same shall have
been distributed or issued by the Corporation (or, in the case of
rights or warrants to purchase securities convertible into Special
Common Stock once exercised, the conversion right of such
securities shall expire), the Conversion Ratio shall be readjusted
at the time of such expiration to the Conversion Ratio that would
have been in effect if no adjustment had been made on account of
the distribution or issuance of such expired rights or warrants.
(iii) If the Corporation shall fix a record date for the
making of a distribution to all holders of its Special Common Stock
of evidences of its indebtedness or assets (excluding regular cash
dividends or distributions declared in the ordinary course by the
Board of Directors and dividends payable in capital stock for which an
adjustment is made pursuant to paragraph (8)(d)(i)) or rights or
warrants (in each case, other than any rights issued pursuant to a
shareholder rights plan) to subscribe for or purchase any of its
securities (excluding those rights and warrants issued to all holders
of Special Common Stock entitling them for a period expiring within
45 days after the record date referred to in subparagraph (ii) above
to subscribe for or purchase Special Common Stock or securities
convertible into shares of Special Common Stock, which rights and
warrants are referred to in and treated under subparagraph (ii)
above) (any of the foregoing being hereinafter in this subparagraph
(iii) called the "Securities"), then in each such case the Conversion
Ratio shall be adjusted so that the holder of each share of Series A
Preferred Stock shall be entitled to receive, upon the conversion
thereof, the number of shares of Special Common Stock determined by
multiplying (I) the Conversion Ratio in effect immediately prior to
the close of business on such record date by (II) a fraction, the
numerator of which shall be the Fair Market Value per share of the
Special Common Stock on such record date, and the denominator of
which shall be the Fair Market Value per share of the Special Common
Stock on such record date less the then-fair market value (as
determined by the Board of Directors, whose determination shall be
conclusive) of the portion of the assets or evidences of indebtedness
so distributed or of such rights or warrants applicable to one share
of Special Common Stock. Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that after
fixing a record date such distribution is not so made, the Conversion
Ratio shall be readjusted to the Conversion Ratio which would then be
in effect if such record date had not been fixed. Such adjustment
shall become effective immediately at the opening of business on the
Business Day next following (except as provided in paragraph (8)(h))
the record date for the determination of shareholders entitled to
receive such distribution. For the purposes of this subparagraph
(iii), the distribution of a Security, which is distributed not only
to the holders of the Special Common Stock on the date fixed for the
determination of shareholders entitled to such distribution of such
Security, but also is distributed with each share of Special Common
Stock delivered to a Person converting a share of Series A Preferred
Stock after such determination date, shall not require an adjustment
of the Conversion Ratio pursuant to this subparagraph (iii); provided
that on the date, if any, on which a Person converting a share of
Series A Preferred Stock would no longer be entitled to receive such
Security with a share of Special Common Stock (other than as a result
of the termination of all such Securities), a distribution of such
Securities shall be deemed to have occurred and the Conversion Ratio
shall be adjusted as provided in this subparagraph (iii) (and such
day shall be deemed to be "the date fixed for the determination of
shareholders entitled to receive such distribution" and "the record
date" within the meaning of the three preceding sentences). If any
rights or warrants referred to in this subparagraph (iii) shall
expire unexercised after the same shall have been distributed or
issued by the Corporation, the Conversion Ratio shall be readjusted
at the time of such expiration to the Conversion Ratio that would
have been in effect if no adjustment had been made on account of the
distribution or issuance of such expired rights or warrants.
(iv) No adjustment in the Conversion Ratio shall be required
unless such adjustment would require a cumulative increase or
decrease of at least 1% in such ratio; provided, however, that any
adjustments that by reason of this subparagraph (iv) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment until made; and provided, further, that any
adjustment shall be required and made in accordance with the
provisions of this paragraph (8) (other than this subparagraph (iv))
not later than such time as may be required in order to preserve the
tax-free nature of a distribution for United Sates income tax
purposes to the holders of shares of Series A Preferred Stock or
Special Common Stock. Notwithstanding any other provisions of this
paragraph (8), the Corporation shall not be required to make any
adjustment of the Conversion Ratio for the issuance of any shares of
Special Common Stock pursuant to any plan providing for the
reinvestment of dividends or interest payable on securities of the
Corporation and the investment of additional optional amounts in
shares of Special Common Stock under such plan. All calculations
under this paragraph (8) shall be made to the nearest cent or to the
nearest 1/1,000 of a share, as the case may be. Anything in this
paragraph (8)(d) to the contrary notwithstanding, the Corporation
shall be entitled, to the extent permitted by law, to make such
adjustments in the Conversion Ratio, in addition to those required by
this paragraph (8)(d), as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivision of shares,
reclassification or combination of shares, distribution of rights or
warrants to purchase stock or securities, or a distribution of other
assets (other than cash dividends) hereafter made by the Corporation
to its shareholders shall not be taxable.
(v) In the event that, at any time as a result of shares of
any other class of capital stock becoming issuable in exchange or
substitution for or in lieu of shares of Special Common Stock or as a
result of an adjustment made pursuant to the provisions of this
paragraph (8)(d), the holder of Series A Preferred Stock upon
subsequent conversion shall become entitled to receive any shares of
capital stock of the Corporation other than Special Common Stock, the
number of such other shares so receivable upon conversion of any
shares of Series A Preferred Stock shall thereafter be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained herein.
(e) If the Corporation shall be a party to any transaction
(including, without limitation, a merger, consolidation, sale of all or
substantially all of the Corporation's assets or recapitalization of the
Special Common Stock and excluding any transaction as to which paragraph
(8)(d)(i) applies) (each of the foregoing being referred to herein as a
"Transaction"), in each case as a result of which shares of Special Common
Stock shall be converted into the right to receive stock, securities or other
property (including cash or any combination thereof), there shall be no
adjustment to the Conversion Ratio but each share of Series A Preferred Stock
which is not converted into the right to receive stock, securities or other
property in connection with such Transaction shall thereafter be convertible
into the kind and amount of shares of stock, securities and other property
(including cash or any combination thereof) receivable upon the consummation
of such Transaction by a holder of that number of shares or fraction thereof
of Special Common Stock into which one share of Series A Preferred Stock was
convertible immediately prior to such Transaction, assuming such holder of
Special Common Stock (i) is not a Person with which the Corporation
consolidated or into which the Corporation merged or which merged into the
Corporation or to which such sale or transfer was made, as the case may be
("Constituent Person"), or an affiliate of a Constituent Person and (ii)
failed to exercise his rights of election, if any, as to the kind or amount of
stock, securities and other property (including cash) receivable upon such
Transaction (provided that if the kind or amount of stock, securities and
other property (including cash) receivable upon such Transaction is not the
same for each share of Special Common Stock of the Corporation held
immediately prior to such Transaction by other than a Constituent Person or an
affiliate thereof and in respect of which such rights of election shall not
have been exercised ("non-electing share"), then for the purpose of this
paragraph (8)(e) the kind and amount of stock, securities and other property
(including cash) receivable upon such Transaction by each non-electing share
shall be deemed to be the kind and amount so receivable per share by a
plurality of the non-electing shares). The provisions of this paragraph
(8)(e) shall similarly apply to successive Transactions.
(f) If:
(i) the Corporation shall declare a dividend (or any other
distribution) on the Special Common Stock (other than distributions
in cash referred to in paragraph (8)(d)(iii) and other than any
rights issued pursuant to a shareholder rights plan); or
(ii) the Corporation shall authorize the granting to the
holders of the Special Common Stock of rights or warrants (other than
any rights issued pursuant to a shareholder rights plan) to subscribe
for or purchase any shares of any class or any other rights or
warrants (other than any rights issued pursuant to a shareholder
rights plan); or
(iii) there shall be any subdivision, combination or
reclassification of the Special Common Stock or any consolidation or
merger to which the Corporation is a party and for which approval of
any shareholders of the Corporation is required, or the sale or
transfer of all or substantially all of the assets of the Corporation
as an entirety; or
(iv) there shall occur the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation,
then the Corporation shall cause to be filed with any transfer agent
designated by the Corporation pursuant to paragraph (8)(b) and shall cause to
be mailed to the holders of shares of the Series A Preferred Stock at their
addresses as shown on the stock records of the Corporation, as promptly as
possible, but at least ten days prior to the applicable date hereinafter
specified, a notice stating (A) the date on which a record is to be taken for
the purpose of such dividend (or such other distribution) or rights or
warrants, or, if a record is not to be taken, the date as of which the holders
of Special Common Stock of record to be entitled to such dividend, distribution
or rights or warrants are to be determined or (B) the date on which such
subdivision, combination, reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution or winding up or other action is expected to
become effective, and the date as of which it is expected that holders of
Special Common Stock of record shall be entitled to exchange their shares of
Special Common Stock for securities or other property, if any, deliverable
upon such subdivision, combination, reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution or winding up. Failure to give or
receive such notice or any defect therein shall not affect the legality or
validity of any distribution, right, warrant, subdivision, combination,
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, winding up or other action, or the vote upon any of the foregoing.
(g) Whenever the Conversion Ratio is adjusted as herein
provided, the Corporation shall prepare an officer's certificate with respect
to such adjustment of the Conversion Ratio setting forth the adjusted
Conversion Ratio and the effective date of such adjustment and shall mail a
copy of such officer's certificate to the holder of each share of Series A
Preferred Stock at such holder's last address as shown on the stock records of
the Corporation. If the Corporation shall have designated a transfer agent
pursuant to paragraph (8)(b), it shall also promptly file with such transfer
agent an officer's certificate setting forth the Conversion Ratio after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment which certificate shall be conclusive evidence of the correctness of
such adjustment.
(h) In any case in which paragraph (8)(d) provides that an
adjustment shall become effective on the day next following a record date for
an event, the Corporation may defer until the occurrence of such event (i)
issuing to the holder of any share of Series A Preferred Stock converted after
such record date and before the occurrence of such event the additional shares
of Special Common Stock issuable upon such conversion by reason of the
adjustment required by such event over and above the Special Common Stock
issuable upon such conversion before giving effect to such adjustment and (ii)
paying to such holder any amount in cash in lieu of any fraction pursuant to
paragraph (8)(c).
(i) For purposes of this paragraph (8), the number of shares
of Special Common Stock at any time outstanding shall not include any shares
of Special Common Stock then owned or held by or for the account of the
Corporation. The Corporation shall not pay a dividend or make any distribution
on shares of Special Common Stock held in the treasury of the Corporation.
(j) There shall be no adjustment of the Conversion Ratio in
case of the issuance of any stock of the Corporation in a reorganization,
acquisition or other similar transaction except as specifically set forth in
this paragraph (8). If any action or transaction would require adjustment of
the Conversion Ratio pursuant to more than one subparagraph of this paragraph
(8), only one adjustment shall be made and such adjustment shall be the amount
of adjustment that has the highest absolute value.
(k) If the Corporation shall take any action affecting the
Special Common Stock, other than action described in this paragraph (8), that
in the opinion of the Board of Directors materially adversely affects the
conversion rights of the holders of the shares of Series A Preferred Stock,
the Conversion Ratio may be adjusted, to the extent permitted by law, in such
manner, if any, and at such time, as the Board of Directors may determine to
be equitable in the circumstances; provided that the provisions of this
paragraph (8)(k) shall not affect any rights the holders of Series A Preferred
Stock may have at law or in equity.
(l) (i) The Corporation covenants that it will at all times
reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued shares of Special Common
Stock or its issued shares of Special Common Stock held in its
treasury, or both, for the purpose of effecting conversion of the
Series A Preferred Stock, the full number of shares of Special Common
Stock deliverable upon the conversion of all outstanding shares of
Series A Preferred Stock not theretofore converted. For purposes of
this paragraph (8)(l) the number of shares of Special Common Stock
that shall be deliverable upon the conversion of all outstanding
shares of Series A Preferred Stock shall be computed as if at the
time of computation all such outstanding shares were held by a single
holder.
(ii) The Corporation covenants that any shares of Special
Common Stock issued upon conversion of the Series A Preferred Stock
shall be duly authorized, validly issued, fully paid and
non-assessable. Before taking any action that would cause an
adjustment increasing the Conversion Ratio such that the effective
conversion price, which initially shall be $23.91, would be reduced
below the then-par value of the shares of Special Common Stock
deliverable upon conversion of the Series A Preferred Stock, the
Corporation will take any corporate action that, in the opinion of
its counsel, may be necessary in order that the Corporation may
validly and legally issue fully paid and non-assessable shares of
Special Common Stock based upon such adjusted Conversion Ratio.
(iii) The Corporation will use its commercially reasonable
efforts to cause the shares of Special Common Stock required to be
delivered upon conversion of the Series A Preferred Stock to be
listed on each securities exchange on which the other outstanding
Special Common Stock is then listed.
(iv) Prior to the delivery of any securities that the
Corporation shall be obligated to deliver upon conversion of the
Series A Preferred Stock, the Corporation shall comply with all
applicable federal and state laws and regulations which require
action to be taken by the Corporation.
(m) The Corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Special Common Stock or other securities or property on conversion of
the Series A Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax that may be payable in
respect of any transfer involved in the issue or delivery of shares of Special
Common Stock or other securities or property in a name other than that of the
holder of the Series A Preferred Stock to be converted and no such issue or
delivery shall be made unless and until the Person requesting such issue or
delivery has paid to the Corporation the amount of any such tax or
established, to the satisfaction of the Corporation, that such tax has been
paid.
(9) Voting Rights. (a) The holders of record of shares of
Series A Preferred Stock shall not be entitled to any voting rights except as
otherwise provided by the Restated Articles of Incorporation or by law.
(b) Without limiting the provisions of paragraph (9)(a), no
vote or consent of the holders of the outstanding shares of Series A Preferred
Stock shall be necessary to create, authorize or issue, or reclassify any
authorized stock of the Corporation into, or create, authorize or issue any
obligation or security convertible into or evidencing a right to purchase, any
shares of any class or series of Senior Securities or Parity Securities.
(c) For purposes of the foregoing provisions of this
paragraph (9), each share of Series A Preferred Stock shall have one (1) vote
per share, except that when any other series of Preferred Stock shall have the
right to vote with the Series A Preferred Stock as a single class on any
matter, then the Series A Preferred Stock and such other series shall have
with respect to such matters one (1) vote per $50.00 of stated liquidation
preference. Except as otherwise required by applicable law or as set forth
herein, the shares of Series A Preferred Stock shall not have any relative,
participating, optional or other special voting rights and powers and the
consent of the holders thereof shall not be required for the taking of any
corporate action.
(10) General Provisions. The headings of the paragraphs,
subparagraphs, clauses and subclauses of this Statement of Designations are
for convenience of reference only and shall not define, limit or affect any of
the provisions hereof.
IN WITNESS WHEREOF, Comcast Corporation has caused this
Statement of Designations to be signed and attested by the undersigned this __
day of July, 1996.
COMCAST CORPORATION
By____________________________
Name: Stanley Wang
Title: Senior Vice President
ATTEST:
______________________
Name: Arthur R. Block
Assistant Secretary
[Letterhead of Comcast Corporation]
July 16, 1996
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
Ladies and Gentlemen:
I am Senior Deputy General Counsel and Vice President of
Comcast Corporation, a Pennsylvania corporation (the "Company"). I have acted
as counsel to the Company in connection with the Company's Registration
Statement on Form S-3 (No. 333-06161) (the "Registration Statement") filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, for the registration of the resale by certain selling
shareholders named therein and their permitted transferees of (i) up to
3,496,821 shares (the "Merger Shares") of Class A Special Common Stock, $1.00
par value, of the Company (the "Class A Special Common Stock"), (ii) up to
1,332,077 shares (the "Conversion Shares") of Class A Special Common Stock
issuable upon the conversion, if any, of shares (the "Preferred Shares") of 5%
Series A Convertible Preferred Stock, without par value, of the Company (the
"Preferred Stock") and (iii) an indeterminate additional number of shares
(together with the Merger Shares and the Conversion Shares, the "Shares") of
Class A Special Common Stock as may become issuable upon adjustment of the
conversion ratio applicable to the conversion of the Preferred Shares.
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary for the purposes of rendering this opinion.
On the basis of the foregoing, I am of the opinion that:
1. The Shares have been duly authorized and, assuming the due
execution and delivery of certificates representing the Shares, when issued
and delivered in accordance with the terms of the Merger Agreement referred
to in the prospectus relating to the resale of the Shares and, with respect to
the Conversion Shares, in accordance with the terms of the Preferred Stock,
the Shares will be validly issued, fully paid and non-assessable, and the
issuance thereof is not subject to any preemptive or similar right.
I am a member of the Bar of the Commonwealth of Pennsylvania
and the foregoing opinion is limited to the laws of the Commonwealth of
Pennsylvania and the federal laws of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In addition, I consent to the reference to me
under the caption "Legal Matters" in the prospectus.
Very truly yours,
/s/ Arthur R. Block
--------------------
Arthur R. Block
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No.1 to
Registration Statement No. 333-06161 of Comcast Corporation on Form S-3 of
our report dated February 29, 1996 appearing in the Annual Report on Form
10-K of Comcast Corporation for the year ended December 31, 1995, and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of such Registration Statement.
/s/ Deloitte & Touche LLP
- ---------------------------
Philadelphia, Pennsylvania
July 15, 1996
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No.1 to
Registration Statement No. 333-06161 of Comcast Corporation on Form S-3 of
our report dated February 22, 1996 relating to the combined financial
statements of Scripps Cable, appearing in Amendment Number 3 dated May 10,
1996 to the Current Report on Form 8-K of The E.W. Scripps Company dated
December 28, 1995, and to the reference under the heading "Experts" in the
Prospectus, which is part of such Registration
Statement.
/s/ Deloitte & Touche LLP
- ---------------------------
Cincinnati, Ohio
July 15, 1996
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-3 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
July 15, 1996
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 17, 1995
on the financial statements of Garden State Cablevision L.P. included in
Comcast Corporation's Form 10-K for the year ended December 31, 1995 and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
- ---------------------------
Philadelphia, Pa.,
July 15, 1996
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
17, 1995 on the 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.
/s/ Arthur Andersen LLP
- ---------------------------
Philadelphia, PA
July 15, 1996
