SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)(1)
COMCAST CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
200 30010 1
(CUSIP Number)
WOLF, BLOCK, SCHORR and SOLIS-COHEN,
Twelfth Floor Packard Building, Philadelphia,
PA 19102, Attention: Mark K. Kessler, Esquire
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
____________________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
DSB:446301.6
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CUSIP No. 200 30010 1 13D Page 2 of 10 Pages
1. NAME OF REPORTING PERSON:RALPH J. ROBERTS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS* -- OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION -- U.S.A.
NUMBER OF 7. SOLE VOTING POWER -- 977,195
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -- 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -- 977,195
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER -- 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -- 977,195
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 3.0% (treating
658,125 shares of convertible Class B Common Stock which are subject to
options as outstanding shares of Class A Common Stock)
14. TYPE OF REPORTING PERSON* -- IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 200 30010 1 13D Page 3 of 10 Pages
1. NAME OF REPORTING PERSON: BRIAN L. ROBERTS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS* -- OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION -- U.S.A.
NUMBER OF 7. SOLE VOTING POWER -- 10,633,992
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -- 1,356
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -- 10,633,992
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER -- 1,356
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -- 10,635,348
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 26.2% (treating
8,786,250 shares of convertible Class B Common Stock held by Sural
Corporation as outstanding shares of Class A Common Stock)
14. TYPE OF REPORTING PERSON* -- IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 200 30010 1 13D Page 4 of 10 Pages
1. NAME OF REPORTING PERSON: SURAL CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS* -- OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION -- DELAWARE
NUMBER OF 7. SOLE VOTING POWER -- 10,631,287
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -- 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -- 10,631,287
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER -- 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -- 10,631,287
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 26.2% (treating
8,786,250 shares of convertible Class B Common Stock that it holds as
outstanding shares of Class A Common Stock)
14. TYPE OF REPORTING PERSON* -- CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 200 30010 1 13D Page 5 of 10 Pages
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par value $1.00 per
share (the "Class A Common Stock"), of Comcast Corporation ("Comcast"), a
Pennsylvania corporation with principal executive offices at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148. Comcast has two other series of Common
Stock -- Class B Common Stock, par value $1.00 per share (the "Class B Common
Stock") and Class A Special Common Stock, par value $1.00 per share (the "Class
A Special Common Stock"). Class B Common Stock is convertible on a share for
share basis into Class A Common Stock or Class A Special Common Stock. The Class
A Common Stock, Class B Common Stock and Class A Special Common Stock are
referred to collectively hereinafter as the "Common Stock."
Item 2. Identity and Background
This statement is being filed jointly pursuant to Rule 13d-1(f)(1) ("Rule
13d-1(f)(1)") promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), by Ralph J. Roberts, Brian L. Roberts, both of whom are
citizens of the United States, and Sural Corporation, a Delaware corporation
("Sural"). The business address of both Ralph J. Roberts and Brian L. Roberts is
c/o Comcast Corporation, 1500 Market Street, Philadelphia, Pennsylvania
19102-2148. Sural's principal place of business and executive offices are at
1105 North Market Street, Suite 1219, Wilmington, Delaware 19801.
Ralph J. Roberts' present principal occupation is Chairman of the Board of
Directors of Comcast. Brian L. Roberts' present principal occupation is
President of Comcast. Sural's principal business is that of a holding company.
The name, title, business address, citizenship, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
executive officers and directors of Sural are set forth in Appendix "A" attached
hereto and incorporated herein by reference.
Within the last five years, neither Ralph J. Roberts, Brian L. Roberts,
Sural nor any executive officer or director of Sural has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
neither Ralph J. Roberts, Brian L. Roberts, Sural nor any executive officer or
director of Sural has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
or entity was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Gift without consideration of shares of Class A Common Stock of Sural from
Ralph J. Roberts to Brian L. Roberts, his son. By virtue of its ownership of
Common Stock, Sural owns 82% of the voting power of Comcast. As a result of the
gift described above, Brian L. Roberts
<PAGE>
CUSIP No. 200 30010 1 13D Page 6 of 10 Pages
has sole voting power over stock representing a majority of the voting power of
all Sural stock and, therefore, is deemed to be the beneficial owner, pursuant
to Rule 13d-3 ("Rule 13d-3") promulgated under the Exchange Act, of all Common
Stock held by Sural. Prior thereto, Ralph J. Roberts was deemed to be the
beneficial owner, pursuant to Rule 13d-3, of all Common Stock held by Sural.
Item 4. Purpose of Transaction
(a) Gift from Ralph J. Roberts to his son, Brian L. Roberts, who is the
President of Comcast. Except as described in subparagraph (b) below, neither
Ralph J. Roberts, Brian L. Roberts, Sural nor any executive officer or director
of Sural has any present plans or proposals which relate to or would result in:
(i) the acquisition by any person of additional securities of Comcast,
or the disposition of securities of Comcast;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Comcast or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of Comcast or
any of its subsidiaries;
(iv) any change in the present board of directors or management of
Comcast, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(v) any material change in the present capitalization or dividend
policy of Comcast;
(vi) any other material change in Comcast's business or corporate
structure;
(vii) any change in Comcast's charter, bylaws or instruments
corresponding thereto or other action which may impede the acquisition of
control of Comcast by any person;
(viii) causing a class of securities of Comcast to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of Comcast becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(x) any action similar to those enumerated in (i) - (ix) above.
<PAGE>
CUSIP No. 200 30010 1 13D Page 7 of 10 Pages
Notwithstanding the foregoing, the parties filing this statement, and the
executive officers and directors of Sural, reserve the right to attempt to
effectuate any such transaction or transactions in the future.
(b) A transaction is being considered pursuant to which the stockholders of
Sural (other than Ralph J. Roberts, but including his spouse, Suzanne F.
Roberts) would have all (in the case of Suzanne F. Roberts) or a portion of
their shares of Sural redeemed in exchange for shares of the Class A Common
Stock and/or Class A Special Common Stock currently held by Sural. In the event
such transaction were to occur, the stockholders of Sural would receive direct
ownership of up to an aggregate of 6.2 million shares of such Common Stock and
individually may sell all or a portion of such shares. Included in such amount
would be shares received (approximately 300,000 shares), and to be sold, by
Brian L. Roberts only in the amount required to pay his taxes in connection with
the transaction. There is no assurance that any such transaction will be
consummated.
Item 5. Interest in Securities of the Issuer
All outstanding share numbers are derived from Comcast's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1997.
(a) (i) Ralph J. Roberts. Ralph J. Roberts is the beneficial owner of an
aggregate of 977,195 shares of Class A Common Stock. Specifically, Ralph J.
Roberts is the record owner of 319,070 shares of Class A Common Stock and,
pursuant to Rule 13d-3, the beneficial owner of 658,125 shares of Class A Common
Stock by virtue of his currently exercisable options to acquire that number of
shares of Class B Common Stock and the convertibility of Class B Common Stock on
a share for share basis into Class A Common Stock. Based upon 31,793,767 shares
of Class A Common Stock outstanding as of June 30, 1997, and treating the
658,125 shares of convertible Class B Common Stock for which Ralph J. Roberts
has options to acquire as outstanding shares of Class A Common Stock pursuant to
Rule 13d-3, Ralph J. Roberts is deemed to be the beneficial owner of 3.0% of the
outstanding shares of Class A Common Stock.
(ii) Brian L. Roberts. Brian L. Roberts is the beneficial owner of an
aggregate of 10,635,348 shares of Class A Common Stock. Specifically, Brian L.
Roberts is the record owner of 2,705 shares of Class A Common Stock and,
pursuant to Rule 13d-3, the beneficial owner of an aggregate of 10,632,643
shares of Class A Common Stock, consisting of: (i) 1,356 shares of Class A
Common Stock owned by his wife; (ii) 1,845,037 shares of Class A Common Stock
owned by Sural; and (iii) 8,786,250 shares of Class B Common Stock owned by
Sural by virtue of the convertibility of such shares on a share for share basis
into Class A Common Stock. Based upon 31,793,767 shares of Class A Common Stock
outstanding as of June 30, 1997, and treating the 8,786,250 shares of
convertible Class B Common Stock owned by Sural as outstanding shares of Class A
Common Stock pursuant to Rule 13d-3, Brian L. Roberts is deemed to be the
beneficial owner of 26.2% of the outstanding shares of Class A Common Stock.
<PAGE>
CUSIP No. 200 30010 1 13D Page 8 of 10 Pages
(iii) Sural. Sural is the beneficial owner of an aggregate of
10,631,287 shares of Class A Common Stock. Specifically, Sural is the record
owner of 1,845,037 shares of Class A Common Stock and, pursuant to Rule 13d-3,
the beneficial owner of 8,786,250 shares of Class A Common Stock by virtue of
its ownership of that number of shares of Class B Common Stock and the
convertibility of Class B Common Stock on a share for share basis into Class A
Common Stock. Based upon 31,793,767 shares of Class A Common Stock outstanding
as of June 30, 1997, and treating the 8,786,250 shares of convertible Class B
Common Stock that it owns as outstanding shares of Class A Common Stock pursuant
to Rule 13d-3, Sural is deemed to be the beneficial owner of 26.2% of the
outstanding shares of Class A Common Stock.
(iv) Suzanne F. Roberts. Suzanne F. Roberts does not beneficially own
any shares of Class A Common Stock.
(v) Julian A. Brodsky. Julian A. Brodsky is the beneficial owner of an
aggregate of 280,559 shares of Class A Common Stock. Specifically, Julian A.
Brodsky is the record owner of 260,559 shares of Class A Common Stock and,
pursuant to Rule 13d-3, the beneficial owner of 20,000 shares of Class A Common
Stock owned by a charitable foundation of which he and certain members of his
family are directors and officers. Based upon 31,793,767 shares of Class A
Common Stock outstanding as of June 30, 1997, Julian A. Brodsky is deemed to be
the beneficial owner of less than 1% of the outstanding shares of Class A Common
Stock.
(b) (i) Ralph J. Roberts. Ralph J. Roberts maintains sole power to vote,
or to direct the vote of, and to dispose of, or direct the disposition of, all
of the shares of Class A Common Stock that he beneficially owns.
(ii) Brian L. Roberts. Brian L. Roberts maintains sole power to vote
or to direct the vote of, and to dispose of or direct the disposition of,
10,633,992 shares of the Class A Common Stock that he beneficially owns. Brian
L. Roberts shares the power to vote or to direct the vote of, and to dispose of
or direct the disposition of, the 1,356 shares of the Class A Common Stock owned
by his wife.
(iii) Sural. Sural maintains sole power to vote or to direct the vote
of, and to dispose of or direct the disposition of, all of the shares of Class A
Common Stock that it beneficially owns.
(iv) Suzanne F. Roberts. Suzanne F. Roberts does not beneficially own
any shares of Class A Common Stock and therefore does not have either sole or
shared power to vote or direct the vote of, or to dispose of or direct the
disposition of, any shares of Class A Common Stock.
(v) Julian A. Brodsky. Julian A. Brodsky has the sole power to vote or
to direct the vote of, and to dispose of or direct the disposition of, 260,559
shares of the Class A Common Stock that he beneficially owns. Julian A. Brodsky
shares the power to vote or to direct the vote of, and to dispose of or direct
the disposition of, the 20,000 shares of the Class A Common Stock
<PAGE>
CUSIP No. 200 30010 1 13D Page 9 of 10 Pages
owned by the charitable foundation of which he and certain members of his family
are officers and directors.
(c) None.
(d) None.
(e) (i) Ralph J. Roberts. Ralph J. Roberts ceased to be the beneficial
owner of more than five percent of the Class A Common Stock on October 24, 1997.
(ii) Brian L. Roberts. Not applicable.
(iii) Sural. Not applicable.
(iv) Suzanne F. Roberts. Not applicable.
(v) Julian A. Brodsky. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
See subparagraph (b) of Item 4.
Item 7. Materials to be Filed as Exhibits
Agreement by and between Ralph J. Roberts, Brian L. Roberts and Sural,
dated October 27, 1997, relating to the filing of a joint statement pursuant to
Rule 13d-1(f)(1).
<PAGE>
CUSIP No. 200 30010 1 13D Page 10 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 27, 1997
/s/ RALPH J. ROBERTS
Name: Ralph J. Roberts
/s/ BRIAN L. ROBERTS
Name: Brian L. Roberts
SURAL CORPORATION
By: /s/ RALPH J. ROBERTS
Name: Ralph J. Roberts
Title: President
<PAGE>
APPENDIX "A" TO SCHEDULE 13D RELATING TO
CLASS A COMMON STOCK OF COMCAST CORPORATION
The following are the executive officers and directors of Sural
Corporation, a Delaware corporation, and certain information relating thereto:
<TABLE>
<CAPTION>
Present Principal
Name (1) Title Business Address Occupation
<S> <C> <C> <C>
Ralph J. Roberts President, Director 1500 Market Street Chairman of the Board of
Philadelphia, PA 19102 Directors of Comcast
Corporation (2)
Suzanne F. Roberts Vice-President, 1375 Fairview Road ----
Director Coatesville, PA 19320
Brian L. Roberts Vice-President, 1500 Market Street President and Director of
Director Philadelphia, PA 19102 Comcast Corporation (2)
Julian A. Brodsky Treasurer, Director 1500 Market Street Vice-Chairman and
Philadelphia, PA Director of Comcast
19102 Corporation (2)
<FN>
(1) All of the executive officers and directors of Sural Corporation are United
States citizens.
(2) The principal business of Comcast Corporation is the development,
management and operation of wired telecommunications, including cable
television and telephone services; wireless telecommunications, including
cellular, personal communications services and direct to home satellite
television; and content through principal ownership of QVC, Inc., through
C3 (Comcast Content and Communications), through majority ownership of
Comcast-Spectacor and a controlling interest in E!Entertainment Television,
Inc., and through other programming investments. Comcast Corporation's
business address is 1500 Market Street, Philadelphia, Pennsylvania 19102.
</FN>
</TABLE>
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
Ralph J. Roberts, Brian L. Roberts and Sural Corporation, a Delaware
corporation, hereby agree that the statement containing the information required
by Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 1
has been filed on behalf of each of them.
Dated: October 27, 1997
/s/ RALPH J. ROBERTS
Ralph J. Roberts
/s/ BRIAN L. ROBERTS
Brian L. Roberts
SURAL CORPORATION
By: /s/ RALPH J. ROBERTS
Name: Ralph J. Roberts
Title: President
