SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)(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)
June 11, 1998
(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 9 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).
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Page 2 of 9 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 -- 9,809,992
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 -- 9,811,348
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 24.2% (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!
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Page 3 of 9 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 -- 9,807,287
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -- 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -- 9,807,287
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER -- 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -- 9,807,287
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 24.2% (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>
Page 4 of 9 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 Brian L. Roberts, a citizen of the United
States, and Sural Corporation, a Delaware corporation ("Sural"). The business
address of 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.
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 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
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
Not applicable.
Item 4. Purpose of Transaction
(a) Except as described in subparagraph (b) below, neither 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:
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Page 5 of 9 pages
(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.
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 Brian L. Roberts) would have all (in the case
of Suzanne F. Roberts) or a portion of their shares of Sural redeemed for cash.
Sural has sold 5,315,770 shares of Class A Special Common Stock and 824,000
shares of Class A Common Stock for the purpose of funding such redemption, if it
occurs, and for the purpose of paying income taxes of its stockholders
occasioned by the sale and expenses of the transaction. Sural may sell up to an
additional 226,000 shares of Class A Common Stock for such purposes and to raise
working capital. There is no assurance that any such transaction will be
consummated.
<PAGE>
Page 6 of 9 pages
Item 5. Interest in Securities of the Issuer
All outstanding share numbers are derived from Comcast's Proxy
Statement dated May 8, 1988.
(a)(i) Brian L. Roberts. Brian L. Roberts is the beneficial owner of an
aggregate of 9,811,348 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 9,808,643 shares
of Class A Common Stock, consisting of: (i) 1,356 shares of Class A Common Stock
owned by his wife; (ii) 1,021,037 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 31,792,325 shares of Class A Common Stock outstanding as of
May 1, 1998, 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 24.2% of
the outstanding shares of Class A Common Stock.
(ii) Sural. Sural is the beneficial owner of an aggregate of
9,807,287 shares of Class A Common Stock. Specifically, Sural is the record
owner of 1,021,037 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 31,792,325 shares of Class A Common Stock outstanding
as of May 1, 1998, 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 24.2% of the
outstanding shares of Class A Common Stock.
(iii) 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 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 31,792,325 shares of Class
A Common Stock outstanding as of May 1, 1998, 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.
(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 264,628 shares of Class A Common Stock. Specifically, Julian A.
Brodsky is the record owner of 247,128 shares of Class A Common Stock and,
pursuant to Rule 13d-3, the beneficial owner of 17,500 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 31,792,325 shares of Class
<PAGE>
Page 7 of 9 pages
A Common Stock outstanding as of May 1, 1998, 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) 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,
9,809,992 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.
(ii) 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.
(iii) 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.
(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,
247,128 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 17,500 shares of the Class A Common Stock owned
by the charitable foundation of which he and certain members of his family are
officers and directors.
(c) On June 11, 1998, Sural sold 824,000 shares of Class A Common Stock
owned by it to Merrill Lynch & Co. at $33.20 per share net. The sale was
effected on the NASDAQ stock market. See subparagraph (b) of Item 4.
(d) None.
(e) (i) Brian L. Roberts. Not applicable.
(ii) Sural. Not applicable.
(iii) 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.
(iv) Suzanne F. Roberts. Not applicable.
(v) Julian A. Brodsky. Not applicable.
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Page 8 of 9 pages
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 Brian L. Roberts and Sural, dated June 11,
1998, relating to the filing of a joint statement pursuant to Rule 13d-1(f)(1).
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Page 9 of 9 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: June 11, 1998
/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 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 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 cable communication systems and its business
address is 1500 Market Street, Philadelphia, Pennsylvania 19102.
</FN>
</TABLE>
EXHIBIT 1
JOINT FILING AGREEMENT
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: June 11, 1998
/s/ BRIAN L. ROBERTS
Name: Brian L. Roberts
SURAL CORPORATION
By: /s/ RALPH J. ROBERTS
Name: Ralph J. Roberts
Title: President
