UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 26, 1998
COMCAST CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-6983 23-1709202
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1500 Market Street, Philadelphia, PA 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 665-1700
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ITEM 5. OTHER EVENTS
On May 26, 1998, the owners of Sprint PCS announced an agreement (the
"Restructuring Agreement") under which Sprint Corporation ("Sprint") would
assume total ownership and management control of Sprint PCS, a wireless joint
venture in which Comcast Corporation (the "Company") owns a 15% general and
limited partnership interest. The other partners in the Sprint PCS joint venture
are Tele-Communications, Inc. ("TCI") and Cox Communications, Inc. ("Cox," and,
together with the Company and TCI, the "Cable Partners").
At closing under the Restructuring Agreement, Sprint will issue a new class of
Sprint stock (the "Sprint PCS Stock") to track the performance of Sprint's
combined wireless operations. Initially, the Cable Partners will receive an
approximate 47% economic interest in the Sprint PCS Stock (of which the
Company's interest will be approximately 11.4%) in exchange for their interests
in Sprint PCS and PhillieCo (a partnership of Sprint, TCI and Cox offering PCS
service in the Philadelphia Major Trading Area). Sprint's initial interest will
be approximately 53%, received in exchange for its interest in Sprint PCS,
PhillieCo and its subsidiary SprintCom (which also owns PCS licenses). The
combined operations will include PCS licenses serving the entire continental
United States (the "U.S."), Alaska, Hawaii, Puerto Rico and the U.S. Virgin
Islands. The Restructuring Agreement also contemplates an initial public
offering ("IPO") of Sprint PCS Stock to occur concurrently with the above,
followed by the distribution of Sprint's interest in the Sprint PCS Stock to its
existing shareholders. If the IPO can not be completed at that time, the
shareholder distribution will be made. The four former partners' interests in
Sprint PCS Stock would be reduced proportionately by the amount of ownership
interests issued in connection with the IPO, and in connection with any
purchases made at that time by two of Sprint's major shareholders under existing
anti-dilution rights - France Telecom S.A. ("France Telecom") and Deutsche
Telekom AG ("Deutsche Telekom").
The Sprint PCS Stock will be divided into three categories: (i) Series 1 (one
vote per share) to be held by the public, (ii) Series 2 (1/10 vote per share
other than in class votes) to be held by the Company, TCI and Cox, and (iii)
Series 3 (one vote per share) to be held by France Telecom and Deutsche Telekom.
Under the terms of the Restructuring Agreement, the Cable Partners have
registration rights, subject to typical restrictions related to public sales and
certain anti-dilution rights of France Telecom and Deutsche Telekom, that, if
used, will permit the monetization of their Sprint PCS holdings through equity
offerings or derivatives. If the Series 2 shares are transferred by a Cable
Partner, the transferred shares become full vote Series 1 shares.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMCAST CORPORATION
Dated: June 9, 1998 By: /s/ Joseph J. Euteneuer
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Joseph J. Euteneuer
Vice President and
Corporate Controller
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