<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMCAST CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state
how it was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------
<PAGE>
LOGO COMCAST CORPORATION
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 1999
----------------
A Special Meeting of Shareholders of Comcast Corporation (the "Company")
will be held on Tuesday, April 20, 1999, at 9:00 a.m. local time at the
offices of the Company, 1500 Market Street, 33rd Floor, Philadelphia,
Pennsylvania, to approve an amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of the Company's
Class A Special Common Stock, par value $1.00 per share, from 500,000,000
shares to 2,500,000,000 shares, and to transact such other business as may
properly come before the special meeting or any adjournment or postponement
thereof. The proposed increase in authorized shares of Class A Special Stock
is necessary to accommodate a two-for-one stock split in the form of a 100%
stock dividend approved by the Company's Board of Directors on March 3, 1999,
effective for shareholders of record at the close of business on April 20,
1999.
The proposed merger with MediaOne Group, Inc., announced by the Company on
March 22, 1999, will not be the subject of any proposal or shareholder vote at
---
the special meeting on April 20, 1999. The issuance of Class A Special Common
Stock in such transaction will be the subject of a shareholder vote at a
separate special meeting to be called in the future.
The close of business on April 2, 1999 has been fixed as the record date for
the special meeting. All shareholders of record at that time are entitled to
notice of, and all such holders of Class A Common Stock and Class B Common
Stock are entitled to vote at, the special meeting and any adjournment or
postponement thereof. Holders of Class A Special Common Stock are not entitled
to vote at the special meeting, and the enclosed proxy statement is being sent
to holders of Class A Special Common Stock for information purposes only. In
the event that the special meeting is adjourned for one or more periods
aggregating at least fifteen days due to the absence of a quorum, those
shareholders entitled to vote who attend the adjourned special meeting,
although otherwise less than a quorum, shall constitute a quorum for the
purpose of acting upon any matter set forth in this notice.
The Board of Directors urges you to date, sign and return promptly the
enclosed proxy to give voting instructions with respect to your shares of
Class A Common Stock. The proxies are solicited by the Board of Directors of
the Company. The return of the proxy will not affect your right to vote in
person if you do attend the special meeting.
STANLEY WANG
Secretary
April 9, 1999
<PAGE>
LOGO COMCAST CORPORATION
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors of Comcast
Corporation (the "Company"), a Pennsylvania corporation, for use at the
Special Meeting of Shareholders (the "special meeting") to be held on Tuesday,
April 20, 1999, at 9:00 a.m. local time at the offices of the Company, 1500
Market Street, 33rd Floor, Philadelphia, Pennsylvania, and any adjournment or
postponement thereof. This Proxy Statement, the foregoing notice and the
enclosed proxy are being mailed to shareholders on or about April 9, 1999.
The Board of Directors does not intend to bring any matters before the
special meeting other than the matters specifically referred to in the notice
of the special meeting, nor does the Board of Directors know of any matter
which anyone else proposes to present for action at the special meeting.
However, if any other matters properly come before the special meeting, the
persons named in the accompanying proxy or their duly constituted substitutes
acting at the special meeting will be deemed authorized to vote or otherwise
act thereon in accordance with their judgment on such matters.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. In the absence of
instructions, the shares represented at the special meeting by the enclosed
proxy will be voted "FOR" the proposal submitted to shareholders in accordance
with the foregoing Notice of Special Meeting and as set forth in this Proxy
Statement. Any proxy may be revoked at any time prior to its exercise by
notifying the Secretary in writing, by delivering a duly executed proxy
bearing a later date or by attending the special meeting and voting in person.
The holders of all of the Class B Common Stock have indicated that they will
vote their shares "FOR" the proposal submitted to shareholders in accordance
with the foregoing Notice of Special Meeting and as set forth in this Proxy
Statement. Consequently, approval of the proposal is assured.
PROPOSAL--APPROVAL OF AMENDMENT OF ARTICLES OF INCORPORATION
The Board of Directors has approved, and is recommending to the Company's
shareholders for approval at the special meeting, an amendment to Article 5 of
the Company's Articles of Incorporation to increase the number of shares of
Class A Special Common Stock, par value $1.00 per share, which the Company is
authorized to issue from 500,000,000 shares to 2,500,000,000 shares. The Board
of Directors determined that this amendment is advisable and should be
considered at the special meeting to be held April 20, 1999. The full text of
the proposed amendment is set forth below. The Company is currently authorized
to issue 200,000,000 shares of Class A Common Stock, par value $1.00 per
share, 50,000,000 shares of Class B Common Stock, par value $1.00 per share,
and 20,000,000 shares of Preferred Stock, and the proposed amendment will not
affect this authorization.
1
<PAGE>
Purposes and Effects of Proposed Increase in the Number of
Authorized Shares of Class A Special Common Stock
The proposed amendment would increase the number of shares of Class A
Special Common Stock the Company is authorized to issue from 500,000,000 to
2,500,000,000. The additional shares authorized would be a part of the
existing class of Class A Special Common Stock and, if and when issued, would
have the same rights and privileges as the shares of Class A Special Common
Stock presently issued and outstanding. At February 28, 1999, 329,129,475
shares of Class A Special Common Stock, 31,499,438 shares of Class A Common
Stock, and 9,444,375 shares of Class B Common Stock were outstanding.
Adoption of the proposal would permit the Board of Directors, without
further approval of the Company's shareholders (except as may be required in a
specific case by law or the Nasdaq Stock Market rules), to issue additional
shares of the Company's Class A Special Common Stock from time to time as the
Board of Directors shall determine, for such consideration as the Board of
Directors establishes (or without consideration in the case of stock
dividends). The Board of Directors believes it is desirable to increase the
number of shares of Class A Special Common Stock the Company is authorized to
issue to accomplish a two-for-one stock split in the form of a 100% stock
dividend payable in shares of Class A Special Common Stock which was approved
by the Board of Directors on March 3, 1999 (the "Stock Split"), and to provide
the Company with adequate flexibility in the future in declaring stock
dividends, awarding stock options and other stock-based compensation,
structuring possible acquisitions of other businesses, and raising additional
capital. Except for the proposed Stock Split and the MediaOne Merger
(discussed below), the Company has no present commitments, agreements, or
intent to issue additional shares of Common Stock of any class, other than
approximately 4.2 million shares of Class A Special Common Stock the Company
has agreed to issue in connection with the acquisition of a cable system in
Philadelphia, Pennsylvania, shares of Class A Special Common Stock which may
be issued under the Company's stock option, restricted stock, and other stock-
based compensation plans, and shares of Class A Special Common Stock which may
be issued upon conversion of the Company's outstanding convertible Preferred
Stock or upon conversion of the Class B Common Stock.
Under Pennsylvania law, the proposed Stock Split cannot occur unless
shareholders approve the proposed amendment to Article 5 of the Company's
Articles of Incorporation.
The holders of Class A Common Stock, Class A Special Common Stock, and Class
B Common Stock of the Company are not entitled to preemptive rights (except
that holders of Class B Common Stock must be given parallel rights in the
event subscription rights, options, or warrants to purchase stock are offered
or granted to all holders of Class A Common Stock or Class A Special Common
Stock). Accordingly, the issuance of additional shares of Class A Special
Common Stock might dilute, under certain circumstances, the ownership rights
of shareholders. Because the Class A Special Common Stock of the Company is
not generally entitled to vote, the issuance of additional shares of Class A
Special Common Stock would not dilute the voting rights or voting power of
holders of the Class A Common Stock and Class B Common Stock; however, under
the limited circumstances in which the holders of Class A Special Common Stock
are entitled to vote as a matter of law, the issuance of additional shares of
Class A Special Common Stock to holders of all classes of Common Stock might
dilute the voting power of existing holders of Class A Special Common Stock.
The proposed increase in the number of shares of Class A Special Common
Stock the Company is authorized to issue is not intended to inhibit a change
in control of the Company. The issuance of additional shares of Class A
Special Common Stock could dilute the ownership interests of a party
attempting to obtain control of the Company (but not generally such party's
voting rights). The Company has no present agreements or arrangements with
respect to the issuance of such additional shares, except as described above,
and the Company is not aware of any pending or threatened efforts to acquire
control of the Company.
2
<PAGE>
MediaOne Merger
On March 22, 1999, the Company announced that it had entered into a merger
agreement with MediaOne Group, Inc., pursuant to which MediaOne Group, Inc.
would be merged into the Company, with each of the common shareholders of
MediaOne Group, Inc. to receive 1.1 shares of the Company's Class A Special
Common Stock for each share of MediaOne Group, Inc. common stock held at the
effective time of the merger, and holders of MediaOne Group, Inc. preferred
stock to receive shares of certain new classes of the Company's preferred
stock (the "MediaOne Merger"). The MediaOne Merger is subject to approvals of
the Company's shareholders, the MediaOne Group, Inc. shareholders, and certain
federal and local regulatory authorities, as well as other conditions, and is
currently expected to close approximately by year-end 1999.
A portion of the increased authorization of Class A Special Common Stock
that is the subject of the special meeting may be used to effect the MediaOne
Merger if and when the conditions to consummation of the MediaOne Merger are
met. However, the issuance of Class A Special Common Stock in the MediaOne
Merger will be the subject of a separate vote of holders of the Company's
Class A Common Stock and Class B Common Stock at a special meeting which the
Company currently expects to call for that purpose in the third quarter of
1999.
Approval of the proposed amendment to the Company's Articles of
Incorporation being submitted to shareholders at the special meeting does not
constitute approval of the issuance of Class A Special Common Stock in the
MediaOne Merger. The Company believes that the proposed amendment is necessary
and desirable independent of whether the MediaOne Merger occurs, including for
the purpose of effecting the Stock Split.
Purposes and Effects of Proposed Stock Split
On March 3, 1999, the Board of Directors approved a two-for-one stock split
in the form of a 100% stock dividend, pursuant to which each holder of record
of Class A Special Common Stock, Class A Common Stock, and Class B Common
Stock at 5:00 p.m., local time, on April 20, 1999, would be the record owner
of, and entitled to receive, one additional share of Class A Special Common
Stock, par value $1.00 per share, for each share of Class A Special Common
Stock, Class A Common Stock, and Class B Common Stock then owned of record by
such shareholder. The Stock Split is conditional on approval of the proposed
amendment to the Company's Articles of Incorporation at the special meeting,
and is expected to be paid on or about May 5, 1999.
The Board of Directors anticipates that the increase in the number of
outstanding shares of Class A Special Common Stock of the Company resulting
from the Stock Split will place the market price of the Class A Special Common
Stock and Class A Common Stock in a range more attractive to investors,
particularly individuals. The Class A Special Common Stock is listed for
trading on the Nasdaq Stock Market, and the Company will apply for listing of
the additional shares of Class A Special Common Stock to be issued in the
event the proposed increase in authorized shares is approved.
All shares of existing Common Stock of any class presently outstanding will
remain outstanding. Consequently, certificates representing existing shares of
Common Stock of any class should be retained by each shareholder and should
not be returned to the Company or to its transfer agent. It will not be
necessary to submit outstanding certificates for exchange. In addition,
appropriate adjustments will be made to the Company's stock option and other
stock-based compensation plans.
Because the proposed Stock Split would involve the issuance of one new share
of nonvoting Class A Special Common Stock to holders of each share of existing
Common Stock of any class, the proposed Stock Split will not change the voting
rights or voting power of shareholders.
3
<PAGE>
If shareholders dispose of their shares after the Stock Split, they may pay
higher brokerage commissions on the same relative interest in the Company
because that interest is represented by a greater number of shares.
Shareholders may wish to consult their brokers to ascertain the brokerage
commission that would be charged for disposing of the greater number of
shares.
If effected, the proposed Stock Split will result in certain appropriate
adjustments to the terms of the Company's outstanding 5% Series A Convertible
Preferred Stock and 5.25% Series B Mandatorily Redeemable Convertible
Preferred Stock (the "Preferred Stock"). Holders of Preferred Stock will be
separately notified of those adjustments. In addition, the number of shares of
Class A Special Common Stock to be issued in the MediaOne Merger, and the
rights of holders of certain new classes of the Company's convertible
preferred stock to be issued in the MediaOne Merger, will be adjusted to
reflect the Stock Split.
Tax Effect of the Stock Split
The Company has been advised by counsel that the proposed Stock Split would
result in no gain or loss or realization of taxable income to owners of any
class of Common Stock under existing United States federal income tax laws.
The cost basis for tax purposes of each new share of Class A Special Common
Stock and each retained share of Class A Special Common Stock, Class A Common
Stock, or Class B Common Stock would be equal to one-half of the cost basis
for tax purposes of the corresponding share immediately preceding the Stock
Split. In addition, the holding period for the additional share issued
pursuant to the Stock Split would be deemed to be the same as the holding
period for the original share of Class A Special Common Stock, Class A Common
Stock, or Class B Common Stock. The laws of jurisdictions other than the
United States may impose income taxes on the issuance of the additional shares
and shareholders are urged to consult their tax advisors.
Effective Date of Proposed Amendment and Issuance of Shares for Stock Split
The proposed amendment to Article 5 of the Articles of Incorporation of the
Company, if adopted by the required vote of shareholders, will become
effective at 5:00 p.m., local time, on April 20, 1999, the proposed record
date for the determination of the owners of Common Stock entitled to receive a
certificate or certificates representing the additional shares. Please do not
destroy or send your present Common Stock certificates to the Company. Those
certificates will remain valid for the number of shares shown thereon, and
should be carefully preserved by you. The Company expects that the additional
shares will be distributed on or about May 5, 1999, by book-entry in the
records of the Company. Shareholders will be entitled to receive physical
stock certificates upon request.
Amendment to Articles of Incorporation
If approved, the first paragraph of Article 5 of the Company's Articles of
Incorporation would be amended and restated as follows (deletions are shown as
struck-through text and additions as double-underlined text):
5.The aggregate number of shares which the corporation shall have authority
to issue is:
Two Hundred Million (200,000,000) shares of Class A Common Stock, par
value $1.00 per share, (Five Hundred Million (500,000,000) Two Billion Five
*deleted text above in brackets* ================
Hundred Million (2,500,000,000) shares of Class A Special Common Stock, par
===============================
value $1.00 per share, Fifty Million (50,000,000) shares of Class B Common
Stock, par value $1.00 per share, and Twenty Million (20,000,000) shares of
Preferred Stock, which the Board of Directors may issue, in one or more
series, without par value, with full, limited, multiple, fractional, or no
voting rights, with such designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion rights and other
special or relative rights as shall be fixed.
4
<PAGE>
The remainder of Article 5 of the Company's Articles of Incorporation would
not be amended or affected in any way.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Outstanding Shares and Voting Rights
At the close of business on April 2, 1999, the record date, the Company had
outstanding 31,499,438 shares of Class A Common Stock, par value $1.00 per
share, 9,444,375 shares of Class B Common Stock, par value $1.00 per share,
and 329,269,858 shares of Class A Special Common Stock, par value $1.00 per
share.
On each matter voted upon at the special meeting and any adjournment or
postponement thereof, the Class A Common Stock and Class B Common Stock will
vote together and each record holder of Class A Common Stock will be entitled
to one vote per share and each record holder of Class B Common Stock will be
entitled to fifteen votes per share. Holders of Class A Special Common Stock
shall not be entitled to vote at the special meeting. References to voting
classes of the Company's Common Stock herein shall not include the Class A
Special Common Stock.
The presence, in person or by proxy, of shareholders entitled to cast a
majority of the votes which shareholders are entitled to cast on the matter to
be voted upon at the special meeting will constitute a quorum as to each such
matter. In the event that the special meeting is adjourned for one or more
periods aggregating at least fifteen days due to the absence of a quorum,
those shareholders entitled to vote who attend the adjourned special meeting,
although otherwise less than a quorum as described in the preceding sentence,
shall constitute a quorum for the purpose of acting upon any matter set forth
in the foregoing notice of the special meeting.
Approval of the proposal to be submitted to shareholders in accordance with
the foregoing Notice of Special Meeting and as set forth in this Proxy
Statement requires the affirmative vote of a majority of the votes cast at the
special meeting. For purposes of determining the number of votes cast with
respect to any voting matter, only those cast "For" or "Against" are included.
Abstentions and broker non-votes are counted only for purposes of determining
whether a quorum is present at the special meeting.
The holders of all of the Class B Common Stock have indicated that they will
vote their shares "FOR" the proposal submitted to shareholders in accordance
with the foregoing Notice of Special Meeting and as set forth in this Proxy
Statement. Consequently, approval of the proposal is assured.
5
<PAGE>
Principal Shareholders
The following table sets forth certain information regarding the holdings of
each shareholder who was known to the Company to be the beneficial owner, as
defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange
Act"), of more than 5% of any voting class of the Company's Common Stock as of
February 28, 1999. So far as is known to the Company, the persons named in the
table below as beneficially owning the shares set forth therein have sole
voting power and sole investment power with respect to such shares, unless
otherwise indicated.
<TABLE>
<CAPTION>
Amount Percent
Title of Voting Beneficially of
Class Name and Address of Beneficial Owner Owned Class
- --------------- ------------------------------------ ------------ -------
<S> <C> <C> <C>
Class A Common Stock FMR Corp. 3,838,200(1) 12.2%
82 Devonshire Street
Boston, MA 02109
Capital Research and Management Company 1,940,000(2) 6.2%
333 South Hope Street
Los Angeles, CA 90071
Brian L. Roberts 799,099(3) 2.5%
1500 Market Street
Philadelphia, PA 19102-2148
Class B Common Stock Brian L. Roberts 8,786,250(3) 93.0%
1500 Market Street
Philadelphia, PA 19102-2148
Ralph J. Roberts 658,125(4) 7.0%
1500 Market Street
Philadelphia, PA 19102-2148
</TABLE>
- --------
(1) The information contained in this table with respect to FMR Corp. ("FMR")
is based upon filings dated February 12, 1999, made on Schedule 13G by
FMR and its controlling shareholders, Edward C. Johnson, III, and Abigail
P. Johnson, setting forth information as of December 31, 1998. The
Schedule 13G indicates that FMR has sole dispositive power as to all of
such shares and sole voting power as to 17,300 of such shares, that FMR's
wholly owned subsidiary Fidelity Management & Research Company
("Fidelity") is the beneficial owner of 3,820,900 of such shares by
reason of acting as an investment adviser to various investment
companies, that Fidelity Contrafund, an investment company advised by
Fidelity, is the beneficial owner of 3,262,600 of such shares, and that
Fidelity International Limited and Fidelity Management Trust Company are
the beneficial owners of 16,600 and 700 of such shares, respectively.
(2) The information contained in this table with respect to Capital Research
and Management Company ("Capital Research") is based upon filings dated
February 11, 1999, made on Schedule 13G by Capital Research setting forth
information as of December 31, 1998. The Schedule 13G indicates that
Capital Research has sole dispositive power as to all of such shares, and
that The Growth Fund of America, Inc., an investment company advised by
Capital Research, has sole voting power as to 1,680,000 of such shares.
(3) At February 28, 1999, Sural Corporation ("Sural"), a Delaware
corporation, owned 8,786,250 shares of the Company's outstanding Class B
Common Stock and 795,038 shares of the Company's outstanding Class A
Common Stock. Mr. Brian L. Roberts, President of the Company, owns stock
representing substantially all of the voting power of all classes of
voting securities of Sural. Pursuant to Rule 13d-3 under the Exchange
Act, Mr. Brian L. Roberts is deemed to be the beneficial owner of the
shares of Class B Common Stock and Class A Common Stock owned by Sural,
and he is deemed to be the beneficial owner of an additional 4,061 shares
of Class A
6
<PAGE>
Common Stock (including 1,356 shares owned by his wife, as to which he
disclaims beneficial ownership). Since each share of Class B Common Stock
is entitled to fifteen votes, the shares of Class A Common Stock and Class
B Common Stock owned by Sural and Mr. Brian L. Roberts constitute
approximately 77% of the voting power of the two classes of the Company's
voting Common Stock combined. The Class B Common Stock is convertible on a
share-for-share basis into Class A Common Stock or Class A Special Common
Stock. If Sural and Mr. Brian L. Roberts were to convert the Class B Common
Stock which they are deemed to beneficially own into Class A Common Stock,
Mr. Roberts would beneficially own 9,585,349 shares of Class A Common Stock
(approximately 23% of the Class A Common Stock).
(4) Includes 576,579 shares of Class B Common Stock owned by a partnership
the sole general partner of which is controlled by Mr. Ralph J. Roberts.
Mr. Ralph J. Roberts is Chairman of the Board of Directors of the Company
and the father of Mr. Brian L. Roberts.
7
<PAGE>
Security Ownership of Management
The following table sets forth certain information regarding the Class A
Common Stock (one vote per share) and Class A Special Common Stock (generally
non-voting) beneficially owned by each director of the Company, by the
Company's chief executive officer (see note (12) below), and by each of the
Company's other four most highly compensated executive officers during 1998
and by all directors and executive officers of the Company as a group, as of
February 28, 1999. Each of the persons named in the table below as
beneficially owning the shares set forth therein has sole voting power and
sole investment power with respect to such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
Amount
Beneficially Percent
Owned(1) of Class(1)
-------------------------- ---------------
Class A Class A
Name of Beneficial Owner Class A Special Class A Special
- ------------------------ --------- ---------- ------- -------
<S> <C> <C> <C> <C>
John R. Alchin(3).......... -- 312,727(4) (2) (2)
Gustave G. Amsterdam....... 25,269 100,218 (2) (2)
Sheldon M. Bonovitz........ 17,566(5) 160,785(6) (2) (2)
Julian A. Brodsky(3)....... 234,146(7) 1,727,017(8) (2) (2)
Joseph L. Castle, II....... 375 18,697 (2) (2)
Brian L. Roberts(3)(9)..... 799,099(10) 649,547(11) 2.5% (2)
Ralph J. Roberts(12)....... 319,070(13) 3,433,372(14) 1.0% 1.0%
Lawrence S. Smith(3)....... -- 203,470 (2) (2)
Bernard C. Watson.......... -- 21,600 (2) (2)
Irving A. Wechsler......... 110,607 304,052 (2) (2)
Anne Wexler................ -- 22,350 (2) (2)
All directors and executive
officers as a group
(12 persons)(3)........... 1,547,023(5)(7) 7,137,224(1)(4) 4.9% 2.1%
(10)(13) (6)(8)(11)(14)(15)
</TABLE>
- --------
(1) With respect to each beneficial owner, the shares issuable upon exercise
of his or her currently exercisable options and options exercisable within
60 days of February 28, 1999 are deemed to be outstanding for the purpose
of computing the percentage of the class of Common Stock owned. Includes
the following shares of Class A Special Common Stock for which the named
individuals, and all directors and executive officers as a group, hold
currently exercisable options or options exercisable within 60 days of
February 28, 1999: Mr. Alchin, 224,381 shares; Mr. Bonovitz, 21,600
shares; Mr. Brodsky, 882,001 shares; Mr. Castle, 16,200 shares; Mr. Brian
L. Roberts, 537,206 shares; Mr. Ralph J. Roberts, 2,785,446 shares;
Mr. Smith, 146,271 shares; Mr. Watson, 21,600 shares; Mr. Wechsler, 21,600
shares; Ms. Wexler, 21,600 shares; and all directors and executive
officers as a group, 4,797,774 shares. Does not include the following
shares which were issuable under options exercised prior to February 28,
1999, but the receipt of which was irrevocably deferred pursuant to the
Company's Deferred Stock Option Plan: Mr. Amsterdam, 19,503 shares;
Mr. Bonovitz, 4,638 shares; Mr. Brodsky, 394,663 shares; Mr. Ralph J.
Roberts, 1,460,759 shares; and Mr. Wechsler, 2,039 shares.
(2) Less than one percent of the applicable class.
(3) The following named executive officers also beneficially own shares of
common stock of QVC, Inc., a 57%-owned subsidiary of the Company,
including shares issuable under options exercisable within 60 days of
February 28, 1999, to purchase such shares: Mr. Alchin, 1,200 shares;
Mr. Brodsky, 1,600 shares; Mr. Brian L. Roberts, 2,600 shares; Mr. Smith,
840 shares; and all directors and executive officers as a group, 6,240
shares. The number of shares of common stock of QVC, Inc. beneficially
owned by each of them, and by all directors and executive officers as a
group, represent less than one percent of the common stock of QVC, Inc.
(4) Includes 15 shares of Class A Special Common Stock owned in the Comcast
Corporation Retirement-Investment Plan, as to which shares he disclaims
beneficial ownership.
8
<PAGE>
(5) Includes 5,486 shares of Class A Common Stock held in trust or as a
custodian for his children, 6,425 shares owned by his wife, and 2,636
shares held by him as trustee for a testamentary trust, as to all of
which shares he disclaims beneficial ownership.
(6) Includes 6,232 shares of Class A Special Common Stock held in trust or as
a custodian for his children, 44 shares owned by his wife, 124,946 shares
held by him as trustee for a testamentary trust, and 5,238 shares owned
by a charitable foundation of which his wife is a trustee, as to all of
which shares he disclaims beneficial ownership.
(7) Includes 15,000 shares of Class A Common Stock owned by a charitable
foundation of which he and members of his family are directors and
officers, and 88,178 shares owned by Swallow Drive Fund, L.P., a limited
partnership the general partner of which is controlled by Mr. Brodsky and
his wife, as to all of which shares he disclaims beneficial ownership.
(8) Includes 293,192 shares of Class A Special Common Stock owned by Swallow
Drive Fund, L.P. See note (7) above.
(9) Pursuant to Rule 13d-3 of the Exchange Act, Mr. Brian L. Roberts is also
deemed to be the beneficial owner of 100% of the outstanding shares of
the Company's Class B Common Stock owned by Sural. See note (3) to the
table under the caption "Principal Shareholders."
(10) Includes 1,356 shares of Class A Common Stock owned by his wife, as to
which shares he disclaims beneficial ownership, and 795,038 shares of
Class A Common Stock owned by Sural. See note (3) to the table under the
caption "Principal Shareholders."
(11) Includes 678 shares of Class A Special Common Stock owned by his wife,
21,292 shares owned in the Comcast Corporation Retirement-Investment
Plan, and 5,000 shares owned by a charitable foundation of which he and
his wife are directors and officers, as to all of which shares he
disclaims beneficial ownership. Does not include shares of Class A
Special Common Stock issuable upon conversion of Class B Common Stock
beneficially owned by Mr. Brian L. Roberts. See note (3) to the table
under the caption "Principal Shareholders." If Sural and Mr. Brian L.
Roberts were to convert the Class B Common Stock which they are deemed to
beneficially own into Class A Special Common Stock, Mr. Roberts would
beneficially own 9,435,797 shares of Class A Special Common Stock
(approximately 2.8% of the Class A Special Common Stock).
(12) The Company's by-laws do not provide for the position of "Chief Executive
Officer." For purposes of this Proxy Statement, the Company has
determined that Mr. Ralph J. Roberts should be deemed to be the Company's
chief executive officer.
(13) Does not include shares of Class A Common Stock issuable upon conversion
of Class B Common Stock beneficially owned by Mr. Ralph J. Roberts. If
Mr. Ralph J. Roberts and the partnership he controls (see note (4) to the
table under the caption "Principal Shareholders") were to convert the
shares of Class B Common Stock owned by them into Class A Common Stock,
Mr. Ralph J. Roberts would beneficially own a total of 977,195 shares of
Class A Common Stock (approximately 3.0% of the Class A Common Stock).
(14) Includes 131,450 shares of Class A Special Common Stock owned by a
charitable foundation of which he and his wife are trustees, as to which
shares he disclaims beneficial ownership. Does not include shares of
Class A Special Common Stock issuable upon conversion of Class B Common
Stock beneficially owned by Mr. Ralph J. Roberts. If Mr. Ralph J. Roberts
and the partnership he controls (see note (4) to the table under the
caption "Principal Shareholders") were to convert the shares of Class B
Common Stock owned by them into Class A Special Common Stock, Mr. Ralph
J. Roberts would beneficially own a total of 4,091,497 shares of Class A
Special Common Stock (approximately 1.2% of the Class A Special Common
Stock).
(15) Includes 15 shares of Class A Special Common Stock owned by an executive
officer, other than those named above, in the Comcast Corporation
Retirement-Investment Plan, as to which shares beneficial ownership is
disclaimed.
9
<PAGE>
SHAREHOLDER PROPOSALS
Under the Company's by-laws, proposals of shareholders intended to be
presented at the Annual Meeting of Shareholders in 1999 cannot be accepted at
this time. Proposals of shareholders intended to be presented at the Annual
Meeting of Shareholders in 2000 must be received by January 15, 2000 in order
to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting. Shareholder proposals should be directed to
Stanley L. Wang, Senior Vice President and Secretary, at the address of the
Company set forth on the first page of this Proxy Statement.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of solicitation of proxies for the
meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or telegraph
by directors, officers, or regular employees of the Company or its
subsidiaries.
10
<PAGE>
[FORM OF PROXY -- CLASS A]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF COMCAST CORPORATION
The undersigned, a holder of Class A Common Stock of COMCAST CORPORATION,
hereby constitutes and appoints RALPH J. ROBERTS and STANLEY WANG, and each of
them acting individually, as the attorney and proxy of the undersigned, with
full power of substitution, for and in the name and stead of the undersigned, to
attend the Special Meeting of Shareholders of the Company to be held on Tuesday,
April 20, 1999 at 9:00 a.m., at the offices of the Company, 1500 Market Street,
33rd Floor, Philadelphia, Pennsylvania, and any adjournment or postponement
thereof, and thereat to vote all shares of CLASS A COMMON STOCK which the
undersigned would be entitled to vote if personally present, as follows:
Unless otherwise specified, the shares will be voted "FOR" the proposal set
forth on the reverse side. This Proxy also delegates discretionary authority to
vote with respect to any other business which may properly come before the
special meeting and any adjournment or postponement thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF
COMCAST CORPORATION FOR THE SPECIAL MEETING OF SHAREHOLDERS ON APRIL 20, 1999.
(Continued and to be dated and signed on the reverse side)
<PAGE>
[Reverse]
1. To approve the amendment to the Company's Articles of Incorporation to
increase the authorized number of shares of Class A Special Common
Stock from 500,000,000 shares to 2,500,000,000 shares:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To vote on such other business which may properly come before the
special meeting.
Change of Address and/or Comments mark here [ ]
NOTE: Please sign this Proxy exactly as name(s)
appear(s) in address. When signing as attorney-
in-fact, executor, administrator, trustee or
guardian, please add your title as such, and if
signer is a corporation, please sign with full
corporate name by duly authorized officer or
officers and affix the corporate seal. When stock
is issued in the name of two or more persons, all
such persons should sign.
Date: _______________, 1999
_________________________
Signature of Shareholder
_________________________
Signature of Shareholder
Votes must be indicated (x)
in black or blue ink.
PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
