As filed with the Securities and Exchange Commission on March 11, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMCAST CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1709202
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive
offices)
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John R. Alchin
Senior Vice President and Treasurer
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive
offices)
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Copies to:
Bruce K. Dallas, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| FILE NO. 33-50785
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery for the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ] ---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit(1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Senior Debentures, Senior Subordinated
Debentures and Subordinated
Debentures ......................... $169,011,302 100% $169,011,302 $46,986 (2)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
exclusive of accrued interest, if any.
(2) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act of 1933, as amended, and Rule 457(o) promulgated
thereunder, is 0.000278 of the maximum aggregate offering price at which
the Debt Securities registered pursuant to this Registration Statement are
proposed to be offered.
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<PAGE>
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and includes the registration statement
facing page, this page, the signature page, an exhibit index, legal opinions
and accountants' consents. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-3 (File No. 33- 50785) of Comcast Corporation
including the exhibits thereto, are incorporated by reference into this
registration statement.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the Undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on March
9, 1999.
COMCAST CORPORATION
By: /s/ Brian L. Roberts
-------------------------------
Brian L. Roberts
President and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ralph J. Roberts, Brian L. Roberts,
Julian A. Brodsky, Lawrence S. Smith, John R. Alchin, Stanley L. Wang and
Arthur R. Block and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Ralph J. Roberts Chairman of the Board of March 9, 1999
- - ----------------------
Ralph J. Roberts Directors; Director
/s/ Julian A. Brodsky Vice Chairman of the Board of March 9, 1999
- - ----------------------
Julian A. Brodsky Directors; Director
/s/ Brian L. Roberts President; Director (Principal March 9, 1999
- - ----------------------
Brian L. Roberts Executive Officer)
/s/ Lawrence S. Smith Executive Vice President March 9, 1999
- - ----------------------
Lawrence S. Smith (Principal Accounting Officer)
/s/ John R. Alchin Senior Vice President, Treasurer March 9, 1999
- - ----------------------
John R. Alchin (Principal Financial Officer)
- - ---------------------- Director
Gustave G. Amsterdam
II-1
<PAGE>
Signature Title Date
--------- ----- ----
- - ----------------------- Director
Sheldon M. Bonovitz
/s/ Joseph L. Castle II Director March 9, 1999
- - -----------------------
Joseph L. Castle II
/s/ Bernard C. Watson Director March 9, 1999
- - -----------------------
Bernard C. Watson
/s/ Irving A. Wechsler Director March 9, 1999
- - -----------------------
Irving A. Wechsler
/s/ Anne Wexler Director March 9, 1999
- - -----------------------
Anne Wexler
II-2
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
5 Opinion of Arthur R. Block, Esq.
8 Opinion of Davis Polk & Wardwell (filed as Exhibit 8 to the
Company's Current Report on Form 8-K filed on March 11, 1999 and
incorporated herein by reference).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Arthur R. Block, Esq. (included in Exhibit 5).
23.4 Consent of Davis Polk & Wardwell (included in Exhibit 8).
II-3
Exhibit 5
March 10, 1999
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
Ladies and Gentlemen:
I am Senior Deputy General Counsel and Vice President of Comcast
Corporation, a Pennsylvania corporation (the "Company"). I have acted as
counsel to the Company in connection with the Company's Registration Statement
on Form S-3 (File No. 33-50785) and the Company's abbreviated Registration
Statement on Form S-3 (the "462(b) Registration Statement") to register
additional securities pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, in each case filed or to be filed with the Securities and Exchange
Commission pursuant to the Securities Act, for the registration of the sale of
securities of the Company, including subordinated debentures (a "Debenture") of
the Company to be issued pursuant to a subordinated indenture dated as of
February 20, 1991 between the Company and Bankers Trust Company, as Trustee
(the "Indenture").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary for the purposes of
rendering this opinion.
On the basis of the foregoing, I am of the opinion that when the specific
terms of a particular Debenture have been duly authorized and established in
accordance with the Indenture, and such Debenture has been duly authorized,
executed, authenticated, issued and delivered in accordance with the Indenture,
against payment therefor in accordance with the applicable underwriting or
other agreement or upon exchange in accordance with the terms of any other
Security that has been duly authorized, issued, paid for and delivered, such
Debenture will constitute the valid and binding obligation of the Company.
In connection with my opinion expressed above, I have assumed that, at or
prior to the time of the delivery of any such Debenture, (i) the Board of
Directors shall have duly authorized the issuance and sale of such Debenture
and such authorization shall not have been modified or rescinded; (ii)
effectiveness of each Registration Statement referred to above shall not have
been terminated or rescinded; and (iii) there will not have occurred any change
in law affecting the validity or enforceability of such Debenture. I have also
assumed that none of the terms of any Debenture to be established subsequent to
the date hereof, nor the issuance and delivery of such Debenture, nor the
compliance by the Company with the terms of such Debenture will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon the Company, or any restriction imposed by any
court or governmental body having jurisdiction over the Company.
I am a member of the Bar of the Commonwealth of Pennsylvania and the
foregoing opinion is limited to the laws of the Commonwealth of Pennsylvania
and the federal laws of the United States of America.
<PAGE>
Comcast Corporation -2- March 10, 1999
I hereby consent to the filing of this opinion as an exhibit to the 462(b)
Registration Statement. In addition, I consent to the reference to me under the
caption "Legal Matters" in the prospectus.
Very truly yours,
/s/ Arthur R. Block
Arthur R. Block
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Comcast Corporation and its subsidiaries on Form S-3 of our reports dated
February 22, 1999, appearing in the Annual Report on Form 10-K of Comcast
Corporation and its subsidiaries for the year ended December 31, 1998 and to
the reference to us under the heading "Experts" in the Prospectus, included in
Registration Statement No. 33-50785 on Form S-3, which is incorporated by
reference in this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
March 10, 1999
Philadelphia, Pennsylvania
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors
QVC, Inc.:
We consent to the incorporation by reference in the registration statement
on Form S-3 of Comcast Corporation of our report dated February 3, 1999, with
respect to the consolidated balance sheets of QVC, Inc. and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
operations and comprehensive income, shareholders' equity, and cash flows for
each of the years in the three year period ended December 31, 1998 (such
consolidated financial statements are not separately presented herein), which
report is included as an exhibit to the Form 10-K of Comcast Corporation for the
year ended December 31, 1998. We also consent to the reference to us under the
heading "Experts" in the Prospectus, which is included in registration statement
No. 33-50785 on Form S-3 which is incorporated by reference in this Registration
Statement.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 10, 1999
