COMCAST CORP
8-K, 2000-01-04
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



       Date of Report (Date of earliest event reported): December 23, 1999



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


 Pennsylvania                        0-6983                         23-1709202
- ----------------                 ----------------                  -------------
(State or other                 (Commission file                  (IRS employer
jurisdiction of                      number)                      identification
incorporation)                                                          no.)



             1500 Market Street, Philadelphia, PA         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 December 23, 1999, Comcast Corporation ("Comcast") announced that it had
entered into a definitive  agreement  to acquire the 45%  ownership  interest in
cable  operator  Comcast  MHCP  Holdings,  L.L.C.,  an indirect  majority  owned
subsidiary  of  Comcast,  currently  held by the  California  Public  Employees'
Retirement System  ("CalPERS").  The purchase price for CalPERS' ownership stake
is $750  million in cash.  Closing of the  transaction  is subject to  customary
conditions  including  receipt of applicable  regulatory  approvals.  Closing is
expected in the first quarter of 2000.

     A copy of Comcast's press release dated December 23, 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 23, 1999.



                                       2
<PAGE>

                                   SIGNATURE
                                   ---------

     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:  January 4, 2000                      COMCAST CORPORATION

                                             By: /s/ Joseph J. Euteneuer
                                                 -----------------------
                                                 Joseph J. Euteneuer
                                                 Vice President and
                                                 Corporate Controller

                                       3
<PAGE>
                                  EXHIBIT INDEX
                                  -------------


     99.1           Press Release dated December 23, 1999.




                                       4



FOR IMMEDIATE RELEASE
COMCAST TO ACQUIRE CALPERS' INTEREST IN JOINTLY OWNED CABLE PROPERTIES

Philadelphia, PA - December 23, 1999... Comcast Corporation today announced that
it has entered into a definitive agreement to acquire the 45% ownership interest
in cable operator Comcast MHCP Holdings, L.L.C. currently held by the California
Public Employees' Retirement System ("CalPERS"). The purchase price for CalPERS'
ownership  stake is $750  million in cash.  Comcast  MHCP  served  approximately
642,000 cable subscribers as of September 30, 1999 across parts of Michigan, New
Jersey and Florida. The company was formed in December 1994 by Comcast (55%) and
CalPERS  (45%) in order to purchase the  domestic  cable  operations  of Maclean
Hunter  Limited and has been managed by Comcast since that time.  The redemption
by an affiliate of Comcast will leave Comcast with 100% ownership of the entity.
Closing of the transaction is subject to customary  conditions including receipt
of applicable regulatory approvals.  Closing is expected in the first quarter of
2000.

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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