As Filed with the Securities and Exchange Commission on January 14, 2000
Registration No. 333-92509
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 2
TO
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
John R. Alchin, Senior Vice President and Treasurer
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies of communications to:
Richard A. Drucker
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 the effective date of this Registration Statement.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
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 number of the earlier effective
registration statement for the same offering. [ ] _______
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 number of the earlier effective registration number for the same
offering. [ ] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Aggregate Price Per Aggregate Offering Amount of
Title of Shares to be Registered Registered(1) Unit(2) Price(2) Registration Fee(3)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Special Common Stock, par value
$1.00 per share............................ 72,837,586 shares N/A $3,337,644,431 $881,139
=============================================================================================================================
(1) Represents the maximum number of shares of Class A Special Common Stock
that may be offered by the selling stockholders as described in the
prospectus filed as part of this Registration Statement.
(2) The initial filing of the Registration Statement on December 10, 1999,
related to 69,830,280 shares of Comcast Class A Special Common Stock. This
amendment registers an additional 3,007,306 shares of Comcast Class A
Special Common Stock that may be offered by the selling stockholders as
described in the prospectus filed as part of this Registration Statement.
The proposed maximum offering price for the purposes of calculating the
registration fee for the initial 69,830,280 shares of Comcast Class A
Special Common Stock was calculated in accordance with Rule 457(c) under
the Securities Act of 1933, as amended, based upon the average high and
low per share prices quoted on the Nasdaq National Market System on
December 8, 1999. The proposed maximum offering price for the additional
3,007,306 shares of Comcast Class A Special Common Stock is estimated
solely for purposes of calculating the registration fee and computed
pursuant to Rule 457(c) based on the average of the high and low per share
prices quoted on the Nasdaq National Market System on January 7, 2000.
(3) $845,139 of the registration fee was paid on December 10, 1999 in
connection with the original filing of the Registration Statement.
</TABLE>
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, dated January 14, 2000
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
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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,
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approximately 2.5 million cable subscribers over the next twelve to eighteen
months. Upon completion of these pending transactions, we will serve
approximately 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 Percentage of
Class A Outstanding
Special Shares-of
Common Stock Class A Special
Owned Prior 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
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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.
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
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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 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
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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, 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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a statement of estimated expenses to be paid by Comcast
Corporation (the "Registrant") in connection with the issuance and distribution
of the securities being registered.
SEC registration fee....................................... $ 845,139
Printing and engraving expenses............................ 75,000
Legal fees and expenses of Comcast......................... 50,000
Accountants' fees and expenses............................. 25,000
Miscellaneous.............................................. 4,861
---------
Total................................................. $ 1,000,000
=========
Item 15. Indemnification of Directors and Officers
Sections 1741 through 1750 of Subchapter C, Chapter 17, of the Pennsylvania
Business Corporation Law of 1988 (the "BCL") contain provisions for mandatory
and discretionary indemnification of a corporation's directors, officers and
other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed circumstances
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with an action or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his being a director, officer, employee or
agent of the corporation or serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, has no reasonable
cause to believe his conduct was unlawful. Under Section 1743, indemnification
is mandatory to the extent that the director, officer, employee or agent has
been successful on the merits or otherwise in defense of any action or
proceeding relating to third-party or derivative actions if the appropriate
standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expense that the court deems proper.
Section 1744 provides that, unless ordered by a court, any indemnification
under Sections 1741 or 1742 shall be made by the corporation as authorized in
the specific case upon a determination that the representative met the
applicable standard of conduct set forth in those sections and such
determination shall be made by the board of directors by majority vote of a
quorum of directors not parties to the action or proceeding; if a quorum is not
obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or by the stockholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by the
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by this Subchapter of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding that office.
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Section 1747 also grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him in his capacity as officer or director, whether or not the corporation would
have the power to indemnify him against the liability under this Subchapter of
the BCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Sections 1741-1750 of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Sections 1741-1750 of the BCL shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer of
the Registrant may be insured or indemnified in any manner against any liability
which he may incur in his capacity as such, reference is made to Article VII of
the Registrant's By-Laws.
Item 16. Exhibits
The following exhibits are filed as part of the registration statement:
Exhibit
Number Description
------- -----------
5.1 Opinion of Arthur R. Block, Esquire.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Arthur R. Block, Esquire (included in Exhibit 5.1).
24.1* Power of Attorney.
* Previously filed.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
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
the requirements for filing on Form S-3 and has duly caused this Amendment No. 2
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Philadelphia, Pennsylvania on the 14th day of January, 2000.
COMCAST CORPORATION
By: /s/ John R. Alchin
-----------------------------------------
John R. Alchin, Senior Vice President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 has been signed below by the following persons in the
capacities indicated and on the 14th day of January, 2000.
Signature Title
--------- -----
*
- ----------------------------- Chairman of the Board of Directors
Ralph J. Roberts and Director
*
- ----------------------------- Vice Chairman and Director
Julian A. Brodsky
*
- ----------------------------- President (Principal Executive
Brian L. Roberts Officer) and Director
*
- ----------------------------- Executive Vice President
Lawrence S. Smith (Principal Accounting Officer)
/s/ John R. Alchin
- ----------------------------- Senior Vice President and Treasurer
John R. Alchin (Principal Financial Officer)
*
- ----------------------------- Director
Gustave G. Amsterdam
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<PAGE>
Signature Title
--------- -----
*
- ----------------------------- Director
Sheldon M. Bonovitz
*
- -----------------------------
Joseph L. Castle II
Director
*
- -----------------------------
Bernard C. Watson
Director
*
- -----------------------------
Irving A. Wechsler
Director
*
- ----------------------------- Director
Anne Wexler
*By: /s/ John R. Alchin
----------------------------
John R. Alchin,
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
5.1 Opinion of Arthur R. Block, Esquire.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Arthur R. Block, Esquire (included in Exhibit 5.1).
24.1* Power of Attorney.
* Previously filed.
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Exhibit 5.1
[LETTERHEAD OF COMCAST CORPORATION]
January 14, 2000
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 (No. 333-92509) (the "Registration Statement") filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the resale by certain selling shareholders named therein and
their permitted transferees of up to 72,837,586 shares (the "Shares") of Class A
Special Common Stock, $1.00 par value, of the Company.
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:
1. The Shares have been duly authorized and, assuming the due execution
and delivery of certificates representing the Shares, when issued and delivered
in accordance with the terms of the Agreement and Plan of Merger dated as of
November 16, 1999 among the Company, Comcast LCI Holdings, Inc., Lenfest
Communications, Inc. and the stockholders named therein, the Shares will be
validly issued, fully paid and non-assessable, and the issuance thereof is not
subject to any preemptive or similar right.
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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, I consent to the reference to me under the
caption "Legal Matters" in the prospectus contained in the Registration
Statement.
Very truly yours,
/s/ Arthur R. Block
-----------------------------
Arthur R. Block
Senior Deputy General Counsel
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 2 to
Registration Statement No. 333-92509 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, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
January 14, 2000
Philadelphia, Pennsylvania
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement
on Form S-3 of Comcast Corporation (File No. 333-92509) 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.
/s/ KPMG LLP
Philadelphia, Pennsylvania
January 14, 2000
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