SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 22, 1999
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 (Commission file (IRS employer
jurisdiction of number) identification
incorporation) no.)
1500 Market Street, Philadelphia, PA 19102-2148
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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
Comcast Corporation ("Comcast") and Jones Intercable, Inc., an indirect
controlled subsidiary of Comcast ("Jones"), announced that the two companies
have entered into a definitive merger agreement whereby all Jones shareholders
will receive 1.4 shares of Comcast Class A Special Common Stock for each share
of Jones common stock. The transaction will result in Jones being a 100% owned
subsidiary of Comcast and is expected to be tax-free to Jones shareholders. The
merger is subject to a number of conditions including two-thirds approval of
each class of Jones shares, majority approval of the Jones shares not held by
Comcast and approvals from certain regulatory authorities. Jones expects to hold
the required shareholder meeting during the first quarter of 2000 and
anticipates that the merger will close during the second quarter of 2000.
A copy of Comcast's press release dated December 22, 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 December 22, 1999.
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SIGNATURE
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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.
Dated: December 23, 1999 COMCAST CORPORATION
By: /s/ Joseph J. Euteneuer
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Joseph J. Euteneuer
Vice President and
Corporate Controller
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<PAGE>
EXHIBIT INDEX
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99.1 Press Release dated December 22, 1999.
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COMCAST CORPORATION AND JONES INTERCABLE
ENTER INTO A DEFINITIVE MERGER AGREEMENT
Comcast to Own 100% of Jones Intercable, Inc.
Philadelphia, PA - December 22, 1999... Comcast Corporation (NASDAQ: CMCSK,
CMCSA) and Jones Intercable, Inc. (NASDAQ: JOIN, JOINA) announced today that the
two companies have entered into a definitive merger agreement whereby all Jones
shareholders will receive 1.4 shares of Comcast Class A Special Common Stock
(CMCSK) for each share of Jones Intercable, Inc. (JOIN and JOINA). The
transaction will result in Jones Intercable being a 100% owned subsidiary of
Comcast Corporation and is expected to be tax-free to Jones shareholders.
Comcast had previously announced its intention to make an offer to exchange 1.4
shares of CMCSK for each Jones Intercable share up to 79% of the outstanding
JOIN and JOINA shares.
A special committee of the independent directors of Jones Intercable, Inc.
considered Comcast's exchange offer and proposed the merger to Comcast as a
transaction that would be substantially more attractive to Jones Intercable
shareholders. The special committee has unanimously approved the merger and has
received a fairness opinion from Donaldson, Lufkin & Jenrette. In addition, the
Boards of Directors of Comcast and Jones Intercable have unanimously approved
the merger. The merger is subject to a number of conditions including two-thirds
approval of each class of Jones shares, majority approval of the Jones shares
not held by Comcast and approvals from certain regulatory authorities. Jones
Intercable expects to hold the required shareholder meeting during the first
quarter of 2000 and anticipates that the merger will close during the second
quarter of 2000.
This press release may contain forward-looking statements. Readers are cautioned
that such forward-looking statements involve risks and uncertainties that could
significantly affect actual results from those expressed in any such
forward-looking statements. Readers are directed to the note contained on page
one of Comcast's Quarterly Report and Jones Intercable's Quarterly Report on
Form 10-Q for a description of such risks and uncertainties.
Jones Intercable, Inc. is principally involved in the development, management
and operation of broadband cable networks. On April 7, 1999, Comcast Corporation
acquired a controlling interest in Jones Intercable, Inc., and as of such date,
Jones Intercable is an indirect consolidated subsidiary of Comcast Corporation.
Jones Intercable's Common Stock and Class A Common Stock are traded on The
Nasdaq Stock Market under the symbols JOIN and JOINA, respectively.
Comcast Corporation (www.comcast.com [http://www.comcast.com] ) is principally
involved in the development, management and operation of broadband cable
networks and the provision of programming 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 Common Stock and Class A Common Stock are traded on
the Nasdaq Stock Market under the symbols CMCSK and CMCSA, respectively.
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