COMCAST CORP
8-K, 1999-04-08
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                             ----------------------

                                  April 7, 1999
                        (Date of earliest event reported)

                               COMCAST CORPORATION
               (Exact name of registrant as specified in charter)



      Pennsylvania                    0-6983                   23-1709202
(State of Incorporation)      (Commission File Number)       (IRS Employer
                                                           Identification No.)



1500 Market Street, Philadelphia, Pennsylvania                   19102-2148
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number including area code:          (215) 665-1700



<PAGE>


ITEM 5.  Other Events.

                  On April 7, 1999, Comcast  Corporation  ("Comcast"),  issued a
press release  announcing that it has completed the acquisition of a controlling
interest  in Jones  Intercable,  Inc.  ("Jones  Intercable")  Comcast  purchased
approximately  12.8 million  shares of Class A Common Stock of Jones  Intercable
and  approximately  2.9  million  shares  of Common  Stock of Jones  Intercable,
representing approximately 37% of the economic and 47% of the voting interest in
Jones  Intercable.  Comcast  contributed  these  shares of Jones  Intercable  to
Comcast Cable Communications,  Inc. ("Comcast Cable"), a wholly-owned subsidiary
of  Comcast.  The  approximately  2.9  million  shares of Common  Stock of Jones
Intercable  represent  approximately  57% of the  outstanding  shares  of Common
Stock,  and the  Common  Stock  voting  as a class  elects  75% of the  Board of
Directors  of  Jones  Intercable.  As,  a  result,  Jones  Intercable  will be a
consolidated public company subsidiary of Comcast Cable.

                  A copy of Comcast's press release dated April 7, 1999 is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7.  Financial Statements and Exhibits.

          (c) Exhibits:

          99.1   Press Release dated April 7, 1999.




                                      -2-
<PAGE>
                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                        COMCAST CORPORATION



                                        By:  /s/  Arthur R. Block 
                                            Arthur R. Block
                                            Vice President and
                                            Senior Deputy General Counsel




Date:  April 8, 1999


                                      -3-
<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                                    Exhibit
99.1                    Press Release dated April 7, 1999.











                                                             COMCAST CORPORATION
NEWS RELEASE


Contact:
Ken Mikalauskas, Vice President - Finance
(215) 981-7541

Kelley L. Claypool, Senior Analyst - Investor Relations
(215) 655-8016


              COMCAST COMPLETES ACQUISITION OF CONTROLLING INTEREST
                            IN JONES INTERCABLE, INC.

April 7, 1999

Philadelphia, PA-- Comcast Corporation announced today that it has completed the
acquisition of a controlling interest in Jones Intercable,  Inc. The Company now
owns approximately 12.8 million shares of Class A Common Stock and approximately
2.9  million   shares  of  Common  Stock  of  Jones   Intercable,   representing
approximately  37% of the  economic  and 47% of the  voting  interest  in  Jones
Intercable.  The  Company  has  contributed  these  shares  to its  wholly-owned
subsidiary,   Comcast  Cable   Communications,   Inc.  ("Comcast  Cable").   The
approximately 2.9 million shares of Common Stock represents approximately 57% of
the  outstanding  Common Stock,  which class of stock elects 75% of the Board of
Directors  of Jones  Intercable.  As a result,  Jones  Intercable  will now be a
consolidated public company subsidiary of Comcast Cable.

Investor Relations  inquiries for Jones Intercable should now be directed to the
contacts at Comcast listed above.

Comcast Corporation (www.comcast.com) is principally engaged in the development,
management  and  operation of broadband  cable  networks and in the provision of
content  through  principal  ownership  of QVC,  Comcast-Spectacor  and  Comcast
SportsNet,  a controlling  interest in E!  Entertainment  Television and through
other programming investments.

Comcast's  Class A Special  and Class A Common  Stock are  traded on The  Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.

Jones Intercable  (www.jic.com)  owns or manages cable  operations  serving more
than 1.0 million  customers.  Jones Intercable's Class A Common Stock and Common
Stock are traded on The Nasdaq Stock  Market  under the symbols  JOINA and JOIN,
respectively.






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