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 25, 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 25, 1998, Comcast Corporation ("Comcast") issued a press release
announcing it has agreed, among other things, to purchase from BCI Telecom
Holding, Inc. ("BTH") 6.4 million Class A Common shares in Jones Intercable,
Inc. ("Jones Intercable"), as well as a 49% interest in the BTH subsidiaries
which will continue to own BTH's investment in another 6.4 million shares of
Jones Intercable Class A Common Stock and a control option to acquire the
approximately 2.9 million shares of Jones Intercable Common Stock that are
currently owned by Mr. Glenn Jones. Comcast will pay BTH a total of $500 million
in connection with the transaction. The 12.8 million Class A Common Shares
represent an approximate 30% economic and 15% voting interest in the equity of
Jones Intercable on a fully diluted basis. Assuming exercise of the BTH option,
Comcast would control approximately 37% of the economic and 47% of the voting
interest in Jones Intercable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99.1) Press Release dated May 25, 1998 from Comcast Corporation.
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: May 28, 1998 By: /s/ Joseph J. Euteneuer
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Joseph J. Euteneuer
Vice President and
Corporate Controller
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EXHIBIT INDEX
Exhibit Number Description
(99.1) Press Release dated May 25, 1998 from Comcast Corporation.
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COMCAST
CORPORATION
[GRAPHIC OMITTED - LOGO]
NEWS RELEASE
Contact:
At Comcast:
William E. Dordelman, Vice President, Finance (215) 981-7550
Marlene S. Dooner, Senior Director, Investor Relations (215) 981-7392
At BCITH:
Bill Gajda, Corporate Communications (514) 392-2466
At BCE:
Ida Teoli, Corporate Communications (514) 397-7070
At Jones Intercable:
James W. Carlson, VP Corp. Communications (303) 784-8490
FOR IMMEDIATE RELEASE
COMCAST TO ACQUIRE SHARES OF JONES INTERCABLE
FROM BCE
Philadelphia, PA - May 25, 1998... Comcast Corporation ("Comcast") today
announced it has agreed to purchase from BCI Telecom Holding ("BTH") 6.4 million
Class A Common shares in Jones Intercable, Inc., as well as a 49% interest in
the BTH subsidiaries which will continue to own BTH's remaining 6.4 million
shares and a control option to acquire the approximately 2.9 million shares of
Common Stock of Jones Intercable that are currently owned by Glenn Jones.
As part of this transaction, Comcast will purchase the remaining 51% of the BTH
subsidiaries when the control option is exercised. Comcast will then own,
directly or indirectly, the 12.8 million Class A Common shares and the
approximately 2.9 million control shares. BTH has also committed to transfer to
Comcast, subject to certain conditions, its interest in Jones Entertainment
Group Limited and Jones Education Company. BTH is a wholly-owned subsidiary of
BCE Inc., Canada's largest telecommunications company.
Comcast will pay BTH a total US$500 million in cash, US$400 million upon initial
closing and US$100 million upon purchase of the 51% BTH-owned subsidiaries,
anticipated to be in December 2001. In addition, upon acquiring the 2.9 million
control shares, Comcast will pay BTH an amount equal to whatever BTH pays Glenn
Jones upon the exercise of the option.
<PAGE>
The 12.8 million Class A common shares represent an approximate 30% economic and
15% voting interest in the equity of Jones Intercable on a fully diluted basis.
The 2.9 million optioned common shares represent approximately 7% of the total
equity and approximately 57% of the class of common stock which elects a
majority of Jones' board of directors. Assuming exercise of the BTH option,
Comcast would control approximately 37% of the economic and 47% of the voting
interest in Jones Intercable.
Ralph J. Roberts, Chairman of Comcast, said, "This investment in Jones
Intercable confirms our strong commitment to cable and is entirely consistent
with our previously stated strategy to further expand our core businesses. We
are investing in Glenn Jones' company because he has an excellent business and
is one of the more creative entrepreneurs in the industry. He has developed
excellent programming in both the entertainment and educational arenas while at
the same time assembling technically-advanced, well-clustered cable systems with
over one million subscribers. I am sure our two companies will find ways to work
together to our mutual advantage."
"We believe that there is a great scope for cooperation between Comcast and
Jones Intercable and that this agreement is good for all parties. The proceeds
from this sale will help support BCE's recently outlined strategic initiatives,"
said Derek Burney, President and CEO of BTH.
Glenn Jones, Chairman and CEO of Jones Intercable said, "I am absolutely
delighted to have Comcast as a shareholder and welcome them with open arms."
Comcast Corporation is principally engaged in the development, management and
operation of broadband cable networks, cellular and personal communications
systems and the provision of content. Comcast, the fourth largest domestic cable
company, also provides satellite video service through its equity interest in
Primestar and holds ownership interests in cable and telephony businesses in the
United Kingdom. Comcast's cellular operations serve markets with a population of
more than 8.4 million, while personal communications services are provided
through the Company's investment in Sprint PCS. Comcast provides content through
its majority-owned subsidiaries, QVC, the world's premier electronic retailer,
E! Entertainment Television, Comcast-Spectacor and Comcast SportsNet and through
other investments, including The Golf Channel, Speedvision and Outdoor Life.
Comcast's Class A and Class A Special Common Stock are traded on The Nasdaq
Stock Market under the symbols CMCSA and CMCSK, respectively. More information
on Comcast Corporation can be found on the Company's website on the Internet at
www.comcast.com.
The BCE group includes: Bell Canada, the principal supplier of communications
services in Ontario and Quebec; Nortel (Northern Telecom), a global leader in
the design and building of telecommunications networks; Bell Canada
International, a leading supplier of telecommunications services in markets
outside of Canada; BCE Mobile, a provider of wireless services in Ontario and
Quebec under the Bell Mobility banner; and Tele-Direct, a Yellow Pages'
directory publisher operating in Canada and internationally. BCE's shares are
traded in Canada, the United States and in Europe.
Jones Intercable is one of the nation's largest cable operators. It owns or
manages cable operations serving approximately 1.4 million customers in 17
states.
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