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): March 2, 2000
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 2. Acquisition or Disposition of Assets
On March 2, 2000, Comcast Corporation ("Comcast") announced that it had
completed the acquisition by merger of Jones Intercable, Inc., an indirect
controlled subsidiary of Comcast ("Jones"). Each former Jones shareholder is
entitled to receive 1.4 shares of Comcast Class A Special Common Stock for each
share of Jones. In the merger, Comcast issued 58.9 million shares of its Class A
Special Common Stock and acquired the 60.4% of the stock of Jones that it did
not previously own. As a result, Jones has been merged with and into Comcast
JOIN Holdings, Inc., a wholly owned subsidiary of Comcast.
A press release announcing the completion of the merger was issued by Comcast on
March 2, 2000. The information contained in the press release is incorporated
herein by reference. The press release is attached hereto as Exhibit 99.1.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits:
10.1 Agreement and Plan of Merger among Jones Intercable,
Inc., Comcast Corporation and Comcast JOIN Holdings,
Inc., dated as of December 22, 1999 (incorporated by
reference to Appendix A to Comcast Corporation's
Registration Statement on Form S-4, as amended, filed
on January 26, 2000).
99.1 Press Release dated March 2, 2000.
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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: March 3, 2000 COMCAST CORPORATION
By: /s/ Joseph J. Euteneuer
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Joseph J. Euteneuer
Vice President and
Corporate Controller
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EXHIBIT INDEX
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10.1 Agreement and Plan of Merger among Jones Intercable, Inc.,
Comcast Corporation and Comcast JOIN Holdings, Inc., dated
as of December 22, 1999 (incorporated by reference to
Appendix A to Comcast Corporation's Registration Statement
on Form S-4, as amended, filed on January 26, 2000).
99.1 Press Release dated March 2, 2000.
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Contact:
Ken Mikalauskas, Vice President, Finance (215) 981-7541
Kelley Claypool, Manager, Investor Relations (215) 655-8016
FOR IMMEDIATE RELEASE
COMCAST COMPLETES ACQUISITION OF JONES INTERCABLE, INC.
Philadelphia, PA - March 2, 2000: Comcast Corporation (NASDAQ:CMCSK, CMCSA)
announced today that it has completed the acquisition by merger of Jones
Intercable, Inc. (NASDAQ: JOIN, JOINA), previously a publicly-traded controlled
subsidiary of Comcast. Each former Jones shareholder will receive 1.4 shares of
Comcast Class A Special Common Stock (CMCSK) for each share of Jones Intercable,
Inc. (JOIN and JOINA). In the merger, Comcast issued approximately 58.9 million
shares of its Class A Special Common Stock and acquired the 60.4% of the stock
of Jones Intercable, Inc., that it did not previously own. As a result, Jones
Intercable, Inc. has been merged with and into Comcast JOIN Holdings, Inc., a
wholly-owned subsidiary of Comcast.
With the recent acquisition of Lenfest Communications, Inc. and other pending
transactions, Comcast Cable will serve over 8.2 million customers. More than
four million of these customers will be located in the Mid-Atlantic region,
stretching from New Jersey to suburban Washington, D.C. Comcast views geographic
consolidation of key markets as critically important to the company's future,
enhancing its ability to offer expanded digital video and high-speed Internet
access services to its customers and helping accelerate deployment of future
services, such as residential and commercial telephone, through its networks.
Comcast Corporation (www.comcast.com) is principally involved in the
development, management and operation of broadband cable networks and the
provision of programming content through its consolidated subsidiaries including
QVC, Comcast- Spectacor, Comcast SportsNet and 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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