PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated January 14, 2000) Registration No. 333-92509
5,000,000 shares
COMCAST CORPORATION
Class A Special Common Stock
----------------
H.F. Lenfest and Diane Lenfest Myer, two of the selling stockholders identified
in the accompanying prospectus, are offering the shares and are referred to in
this prospectus supplement as the selling stockholders. We will not receive any
proceeds from the sale of the shares.
H.F. Lenfest owned 27,961,332 shares and Diane Lenfest Myer owned 13,625,418
shares of Class A Special Common Stock immediately prior to this offering. H.F.
Lenfest is offering 4,000,000 shares and Diane Lenfest Myer is offering
1,000,000 shares in this offering. After completion of this offering, H.F.
Lenfest will own 23,961,332 shares and Diane Lenfest Myer will own 12,625,418
shares, which represent 2.86% and 1.51%, respectively, of the total number of
shares of Class A Special Common Stock outstanding as of December 31, 1999,
after giving effect to the acquisition of Lenfest Communications, Inc. by the
company.
----------------
The Class A Special Common Stock is included for quotation in the Nasdaq
National Market under the symbol "CMCSK." On January 24, 2000, the last sale
price of the Class A Special Common Stock was $51.6875.
----------------
Investing in the Class A Special Common Stock involves certain risks.
See "Risk Factors" beginning on page 3 of the accompanying prospectus.
----------------
Morgan Stanley & Co. Incorporated has agreed to purchase the shares from the
selling stockholders at the last sale price of the Class A Special Common Stock
on January 24, 2000 less $0.9375 per share. Based on the reported last sale
price of the Class A Special Common Stock on January 24, 2000, the aggregate
proceeds to the selling stockholders will be $253,750,000.00.
Morgan Stanley & Co. Incorporated will offer the shares to the public in one or
more transactions at prevailing market prices or at negotiated prices.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on
January 27, 2000.
----------------
MORGAN STANLEY DEAN WITTER
January 24, 2000
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THE UNDERWRITER
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "underwriting agreement") Morgan Stanley &
Co. Incorporated ("Morgan Stanley") has agreed to purchase, and the selling
stockholders have agreed to sell to Morgan Stanley, the shares at the price set
forth on the cover page of this prospectus supplement.
The underwriting agreement provides that the obligation of Morgan Stanley
to pay for and accept delivery of the shares offered hereby is subject to the
approval of certain legal matters by its counsel and to certain other
conditions. Morgan Stanley is obligated to take and pay for all the shares if
any are taken.
Morgan Stanley may sell all or a substantial portion of the shares in one
or more transactions (which may involve block transactions) on the Nasdaq
National Market (the "Nasdaq") or on other national securities exchanges on
which the Class A Special Common Stock is traded, in negotiated transactions, or
otherwise. Morgan Stanley may also distribute shares from time to time in
special offerings, exchange distributions and/or secondary distributions
pursuant to and in accordance with the rules of the Nasdaq or other exchanges,
in the over-the-counter market, in negotiated transactions through the writing
of options on the shares (whether such options are listed on an options exchange
or otherwise), or in a combination of such methods at prevailing market prices,
at prices related to prevailing market prices or at negotiated prices. Morgan
Stanley may execute such transactions by selling shares to or through dealers,
and such dealers may receive compensation in the form of discounts, concessions
or commissions from Morgan Stanley or the purchasers of such shares for whom
they may act as agent or to whom they may sell as principal.
In connection with the sale of the shares, Morgan Stanley will receive
compensation in the form of commissions or discounts and may receive
compensation from the purchasers of the shares for whom it may act as agent or
to whom it may sell as principal in the form of commissions or discounts, in
each case in amounts which will not exceed those customary in the types of
transactions involved. Morgan Stanley and the dealers that participate in the
distribution of the shares may be deemed to be underwriters, and any discounts
received by them from the selling stockholders and any compensation received by
them on resale of the shares by them may be deemed to be underwriting discounts
and commissions under the Securities Act of 1933, as amended.
In order to facilitate the offering of the common stock, Morgan Stanley may
over-allot in connection with the offering, creating a short position in the
Class A Special Common Stock for its own account. In addition, to cover
over-allotments, Morgan Stanley may bid for, and purchase, shares of the Class A
Special Common Stock in the open market. These activities may maintain the
market price of the Class A Special Common Stock above independent market
levels. Morgan Stanley is not required to engage in these activities and may end
these activities at any time.
The company, the selling stockholders and Morgan Stanley have agreed to
indemnify each other against certain liabilities, including under the Securities
Act of 1933, as amended.
LEGAL MATTERS
Certain legal matters in connection with the shares offered hereby will be
passed upon for the company by Davis Polk & Wardwell and Arthur R. Block,
Esquire, Senior Vice President, Law of the company, and for Morgan Stanley by
Cahill Gordon & Reindel.
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PROSPECTUS
72,837,586 shares
COMCAST CORPORATION
Class A Special Common Stock
---------------
This prospectus relates to the sale of up to 72,837,586 shares of Class A
Special Common Stock, par value $1.00 per share, of Comcast Corporation by the
selling stockholders identified in this prospectus. These shares are being
acquired by the selling stockholders in a private placement exempt from
registration pursuant to federal and state securities laws in connection with
the acquisition of Lenfest Communications, Inc. by Comcast Corporation.
---------------
The selling stockholders may sell their shares at market prices prevailing at
the time of transfer, prices related to the prevailing market prices or
negotiated prices.
---------------
The Class A Special Common Stock is included for quotation in The Nasdaq
National Market under the symbol "CMCSK." On January 13, 2000, the last sale
price of the Class A Special Common Stock was $50.56 per share.
---------------
Investing in the Class A Special Common Stock involves certain risks. See
"Risk Factors" beginning on Page 3.
---------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this prospectus is January 14, 2000
<PAGE>
TABLE OF CONTENTS
Page
----
Risk Factors...................................................................3
Special Note Regarding Forward-Looking Statements..............................4
Comcast Corporation............................................................4
Use of Proceeds................................................................5
Selling Stockholders...........................................................5
Plan of Distribution...........................................................6
Legal Matters..................................................................7
Experts........................................................................7
Available Information..........................................................7
Incorporation of Certain Documents by Reference................................7
---------------
In this prospectus, "Comcast," the "company," "we," "us" and "our" refer to
Comcast Corporation and its subsidiaries. You should rely only on the
information contained in this prospectus. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
The selling stockholders are offering to sell, and seeking offers to buy,
shares of Class A Special Common Stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of the Class A Special Common Stock.
---------------
Comcast was incorporated in Pennsylvania in 1969. Our principal executive
offices are located at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148 and our telephone number is (215) 665-1700. Our world wide web site
address is www.comcast.com. The information posted on our web site is not
incorporated by reference in this prospectus.
---------------
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RISK FACTORS
You should carefully review the information contained in this prospectus
and the other reports we file with the SEC, but should particularly consider
the following matters.
Our Ability to Successfully Integrate Our New Cable Communications Operations
Will Affect Our Future Results of Operations.
We recently have entered into a series of transactions which will
substantially increase the size and scope of our cable operations over the
next several years. These transactions will result in an increase in the
number of subscribers we serve from approximately 5.7 million, as of September
30, 1999, to approximately 8.2 million. We will be acquiring systems in new
communities in which we do not have established relationships with the local
franchising authority, community leaders or cable subscribers. Further, a
substantial number of new employees must be integrated into our business
practices and operations. Our results of operations may be significantly
affected by our ability to efficiently and effectively manage these changes.
We Face a Wide Range of Competition in Areas Served by Our Cable Systems, Which
Could Affect Our Future Results of Operations.
Our cable communications systems compete with a number of different
sources which provide news, information and entertainment programming to
consumers. We compete directly with program distributors that use satellites,
build competing cable systems in the same communities we serve or otherwise
provide programming to our subscribers and potential subscribers. In addition,
federal law now allows local telephone companies to provide directly to
subscribers a wide variety of services that are competitive with our cable
communications services. Some local telephone companies provide or have
announced plans to provide video services within and outside their telephone
service areas through a variety of methods, including broadband cable
networks, satellite program distribution and wireless transmission facilities.
Recently enacted federal legislation establishes, among other things, a
permanent compulsory copyright license that permits satellite carriers that
offer broadcast satellite service, such as DirectTV and Echostar, to
retransmit local broadcast television signals to subscribers who reside inside
the local television station's market. These companies have already begun
transmitting local broadcast signals in certain major television markets and
have announced their intention to expand this local television broadcast
retransmission service to other domestic markets. With this legislation,
satellite carriers become more competitive to cable operators like us because
they are now able to offer programming which more closely resembles what we
offer. We are unable to predict the effects of this legislation and these
competitive developments on our business and operations.
Our Competition May Increase Because of Technological and Other Advances, Which
Could Affect Our Future Results of Operations.
Recently, a number of companies, including telephone companies and
Internet service providers have asked local authorities and the FCC to require
cable operators to provide capacity on their broadband infrastructure so that
these companies and others may deliver Internet services directly to customers
over cable facilities. In response, several local jurisdictions attempted to
impose these capacity obligations on several cable operators. Various cable
companies, including us, have initiated litigation challenging these municipal
requirements. In addition, two antitrust lawsuits have been filed in federal
courts alleging that Comcast and other cable companies have improperly refused
to allow their cable facilities to be used by certain Internet service
providers to serve their customers. Franchise renewals and transfers could
become more difficult depending upon the outcome of this issue. In addition,
several telephone companies are introducing Digital Subscriber Line
technology, known as DSL, which will allow Internet access to subscribers at
data transmission speeds equal to or greater than that of modems over
conventional telephone lines.
We expect other advances in communications technology, as well as changes
in the marketplace and the regulatory and legislative environment to occur in
the future. Other new technologies and services may develop and may compete
with services that our cable communications systems offer. The success of
these ongoing and future developments could have a negative impact on our
business and operations.
Our Cost of Providing Programming May Increase.
We generally pay either a monthly fee per subscriber per channel or a
percentage of certain revenues for programming. Our programming costs are
increased by increases in the number of subscribers, expansion of the number
of channels provided to customers, and increases in contract rates from
programming suppliers. Our programming contracts are generally for a fixed
period of time and are subject to negotiated renewal. We anticipate that
future contract renewals will result in programming costs that
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are higher than our costs today, particularly for sports programming, which
could make our service less competitive.
We Face Competition in Electronic Retailing from the Retail Industry and Other
Satellite-Transmitted Programs, Which Could Affect QVC's Future Results of
Operations.
QVC, our electronic retailing subsidiary, is a domestic and international
electronic media general merchandise retailer which produces and distributes
merchandise-focused television programs, via satellite, to affiliated video
program providers for retransmission to subscribers. QVC operates in a highly
competitive environment. As a general merchandise retailer, QVC competes for
consumer expenditures and interest with the entire retail industry, including
department, discount, warehouse and specialty stores, mail order, Internet and
other direct sellers, shopping center and mall tenants and conventional retail
stores. On television, QVC competes with other satellite-transmitted programs
for channel space and viewer loyalty. Many systems have limited channel
capacity and therefore may be precluded from carrying the QVC program.
The QVC Program May Experience Transmission Failures, Which Could Significantly
Affect QVC's Future Results of Operations.
A transponder on a communications satellite transmits the QVC domestic
signal. QVC subleases transponders for the transmission of its signals to the
UK and Germany and has made arrangements for redundant coverage through other
satellites in case of a failure. An interruption or termination of satellite
transmission due to transponder failure could have a material adverse effect
on QVC's future results of operations.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The cable communications industry and the provision of programming
content may be affected by, among other things:
o changes in laws and regulations;
o judicial and administrative decisions;
o changes in the competitive environment;
o changes in technology;
o franchise related matters;
o market conditions that may adversely affect the availability of debt
and equity financing for working capital, capital expenditures or
other purposes;
o demand for the programming content we distribute or the willingness of
other video program providers to carry our content; and
o general economic conditions.
In this prospectus and in the documents we incorporate by reference, we
state our beliefs of future events and our future financial performance. In
some cases, you can identify those so-called "forward-looking statements" by
words such as "may," "will," "should", "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the
negative of those words and other comparable words. You should be aware that
those statements are only our predictions. Actual events or results may differ
materially. In evaluating those statements, you should specifically consider
various factors, including the risks outlined under "Risk Factors" above.
Those factors may cause our actual results to differ materially from any of
our forward-looking statements.
COMCAST CORPORATION
We are principally engaged both in developing, managing and operating
hybrid fiber-coaxial broadband cable communications networks and in providing
programming content, primarily through QVC. We are currently the third-largest
cable communications system operator in the United States and are in the
process of implementing high-speed Internet access service and digital video
applications to enhance the products available on our cable networks.
Our consolidated cable operations served approximately 5.7 million
subscribers and passed approximately 9.4 million homes in the United States as
of September 30, 1999. We have entered into a series of transactions whereby
we will acquire, subject to receipt of necessary regulatory and other
approvals, approximately 2.5 million cable subscribers over the next twelve to
eighteen months. Upon completion of these pending transactions, we will serve
approximately
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8.2 million subscribers.
We provide programming content through our majority-owned subsidiaries,
QVC, Inc. and E! Entertainment Television, Inc., and through other programming
investments, including Comcast SportsNet, The Golf Channel, Speedvision and
Outdoor Life. Through QVC, we market a wide variety of products directly to
consumers primarily on merchandise-focused television programs. As of
September 30, 1999, QVC is available, on a full and part-time basis, to over
73.6 million homes in the United States, over 7.7 million homes in the United
Kingdom and Ireland and over 15.0 million homes in Germany.
We are a Pennsylvania corporation that was organized in 1969. We have our
principal executive offices at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148. Our telephone number is (215) 665-1700. We also have a world wide
web site at http://www.comcast.com. The information posted on our web site is
not incorporated into this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares being
offered by the selling stockholders.
SELLING STOCKHOLDERS
The shares offered hereby may be offered by the selling stockholders
named herein or by pledgees, donees, transferees or other successors in
interest that receive such shares as a gift, partnership distribution or other
non-sale related transfer. The table below sets forth certain information with
respect to the selling stockholders listed below and their beneficial
ownership of shares of Class A Special Common Stock as of November 30, 1999,
after giving effect to the acquisition of Lenfest Communications, Inc. by
Comcast Corporation. Except as specified in the table below, none of the
selling stockholders or their affiliates hold any positions, or offices or had
any other material relationships with us, or any of our predecessors or
affiliates, during the past three years. As used herein, "selling
stockholders" includes donees and pledgees selling shares received from a
named selling stockholder after the date of this prospectus.
Shares of
Class A Percentage of
Special Outstanding
Common Stock Shares-of
Owned Prior Class A Special
to the Offering Common Stock
- ----------------------------------------- --------------- ---------------
H.F. Lenfest 31,961,332 4.46%
H. Chase Lenfest 13,625,418 1.90
Brook J. Lenfest 13,625,418 1.90
Diane Lenfest Myer 13,625,418 1.90
The selling stockholders may sell all or part of the shares registered
hereunder and as a result no estimate can be given as to the number of shares
that will be held by any selling stockholder upon termination of any offering
made hereby.
All of the shares that may be sold hereunder are being acquired by the
selling stockholders in a private placement exempt from registration pursuant
to federal and state securities laws in connection with the acquisition of
Lenfest Communications, Inc. by Comcast Corporation. The shares are being
registered by us pursuant to a registration rights agreement between us and
the selling stockholders listed above, dated as of November 16, 1999.
Pursuant to the registration rights agreement, we agreed to prepare and
file with the SEC a registration statement providing for the sale by the
selling stockholders of shares from time to time on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, as amended. Under
the terms of the registration rights agreement, we agreed to pay the fees and
expenses incurred in connection with the registration; provided, however, that
we shall not pay certain internal administrative and similar costs of the
selling stockholders, legal fees and expenses of counsel for the selling
stockholders or any underwriting discount or commissions, selling or placement
agent or broker fees and commissions, or transfer taxes, if any, in connection
with the sale of securities by the selling stockholders.
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<PAGE>
PLAN OF DISTRIBUTION
Any distribution hereunder of the shares by the selling stockholders may
be effected from time to time in one or more of the following transactions:
o through brokers, acting as principal or agent, in transactions (which
may involve block transactions) on NASDAQ or otherwise, in special
offerings, in the over-the-counter market, or otherwise, at market
prices obtainable at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices,
o to underwriters who will acquire the shares for their own account and
resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any
discount or concessions allowed or reallowed or paid to dealers may be
changed from time to time),
o directly or through brokers or agents in private sales at negotiated
prices,
o to lenders pledged as collateral to secure loans, credit or other
financing arrangements and any subsequent foreclosure, if any,
thereunder,
o through put or call options transactions relating to the shares,
o through short sales of shares or
o by any other legally available means.
Also, offers to purchase shares may be solicited by agents designated by
the selling stockholders from time to time. Underwriters or other agents
participating in an offering made pursuant to this prospectus (as amended or
supplemented from time to time) may receive underwriting discounts and
commissions under the Securities Act of 1933, as amended, and discounts or
concessions may be allowed or reallowed or paid to dealers, and brokers or
agents participating in such transactions may receive brokerage or agent's
commissions or fees. The selling stockholders may effect sales of shares to or
through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the shares for whom such broker-dealers
may act as agents or to whom they sell as principals, or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions).
At the time a particular offering of any shares is made hereunder, to the
extent required by law, a prospectus supplement will be distributed which will
set forth the amount of shares being offered and the terms of the offering,
including the purchase price or public offering price, the name or names of
any underwriters, dealers or agents, the purchase price paid by any
underwriter for any shares purchased from the selling stockholders, any
discounts, commissions and other items constituting compensation from the
selling stockholders and any discounts, commissions or concessions allowed or
filed or paid to dealers. The shares may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the selling stockholders or by agreement between
the selling stockholders and underwriters or dealers, if any. The selling
stockholders also may, from time to time, authorize dealers, acting as selling
stockholders' agents, to solicit offers to purchase the shares upon the terms
and conditions set forth in any prospectus supplement.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold hereunder in such jurisdictions only
through registered or licensed brokers or dealers.
We have been advised that, as of the date hereof, the selling
stockholders have made no arrangements with any broker for the sale of their
shares. The selling stockholders and any underwriters, brokers or dealers
involved in the sale of the shares may be considered "underwriters" as that
term is defined by the Securities Act of 1933, as amended, although the
selling stockholders disclaim such status. Under the registration rights
agreement, we have agreed to indemnify the selling stockholders against
certain liabilities that may be incurred in connection with the sale of the
shares under this prospectus. In addition, the selling stockholders have
agreed to indemnify us against certain liabilities. The registration rights
agreement also provides for rights of contribution if such indemnification is
not available. We have agreed to pay certain expenses incident to the
registration statement and the sale of the shares hereunder to the public,
other than certain internal administrative and similar costs of the selling
stockholders, legal fees and expenses of counsel for the selling stockholders
and any underwriting discount and commissions, selling or placement agent or
broker fees or commissions, and
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transfer taxes, if any, in connection with the sale of securities by the
selling stockholders. We will not receive any proceeds from any sales of the
shares pursuant to this prospectus.
Each selling stockholder will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including, without limitation, Regulation M, which provisions may
limit the timing of purchases and sales of shares of our Class A Special
Common Stock by the selling stockholders.
LEGAL MATTERS
The validity of the shares of Class A Special Common Stock in respect of which
this prospectus is being delivered will be passed on for Comcast by Arthur R.
Block, Esquire, Senior Deputy General Counsel of the company.
EXPERTS
Our consolidated financial statements and consolidated financial
statement schedules in our annual report on Form 10-K for the year ended
December 31, 1998 have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in their reports thereon and incorporated herein by
reference.
Such consolidated financial statements and consolidated financial
statement schedules have been incorporated herein by reference in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
The consolidated financial statements of QVC, Inc. and subsidiaries, as
of December 31, 1998 and 1997 and for each of the years in the three-year
period ended December 31, 1998, have been audited by KPMG LLP, independent
certified public accountants, as stated in their report, which is included as
an exhibit to our annual report on Form 10-K for the fiscal year ended
December 31, 1998 and incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549, at
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661 and at Seven
World Trade Center, 13th Floor, New York, New York 10048. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. You
may also read our SEC filings, including the complete registration statement
and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is considered to be part of this prospectus. In addition,
information we file with the SEC in the future will automatically update and
supersede information contained in this prospectus and any accompanying
prospectus supplement. We incorporate by reference the documents listed below,
each of which is filed under SEC File No. 000-06983, and any future filings
made with the SEC under Sections 13(a), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the sale of all the shares covered by this
prospectus:
o Our annual report on Form 10-K for the year ended December 31, 1998;
o Our quarterly reports on Form 10-Q for the fiscal quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;
o Our current reports on Form 8-K dated December 23, 1999, December 22,
1999, December 13, 1999, November 16, 1999, November 16, 1999,
November 16, 1999, November 2, 1999, October 12, 1999, August 9, 1999,
July 7, 1999, May 26, 1999, May 26, 1999, May 4, 1999, April 7, 1999,
March 22, 1999, March 9, 1999, March 9,
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1999 and January 20, 1999; and
o The description of our Class A Special Common Stock contained in the
first amendment to our registration statement on Form 8-A/A dated
July 16, 1996.
We will provide free copies of any of those documents, if you write or
telephone us at: 1500 Market Street, Philadelphia, Pennsylvania 19102-2148,
(215) 665-1700.
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