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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 2 - Final Amendment)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and
Rule 13e-3 (Section 240.13e-3) thereunder)
CABLEVISION INVESTMENT OF DETROIT, INC.
(Name of the Issuer)
COMCAST CABLEVISION OF TAYLOR, INC.
CID TRANSACTION CO.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share 12686100
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Stanley Wang, Senior Vice President
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. |x| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act
of 1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
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RESULTS OF THE TRANSACTION
The statutory merger (the "Merger") of CID Transaction Co., a newly-formed
Michigan corporation (the "Merging Company") and wholly-owned subsidiary of
Comcast Cablevision of Taylor, Inc., a Michigan corporation ("Parent"), with and
into Cablevision Investment of Detroit, Inc., a Michigan corporation (the
"Company"), was consummated on March 28, 1996 (the "Effective Date"), following
the dissemination on March 8, 1996 to shareholders of the Company of record on
January 10, 1996 of a Rule 13E-3 Transaction Statement.
Prior to the Merger, Parent had contributed to Merging Company all of the
shares of Common Stock, constituting 965,124 shares, of the Company owned by
Parent so that the Company became an approximately 96.5%-owned subsidiary of
Merging Company.
Each share of Common Stock of the Company outstanding and held of record
as of the close of business on January 10, 1996 by persons other than (i)
Merging Company and (ii) persons who perfected their dissenters rights granted
by the Company under Michigan law (the shares other than those described in (i)
and (ii) of this sentence being hereinafter referred to as the "Shares" and the
holders of the Shares being hereafter referred to as "Public Shareholders")
were, without any action on the part of any holder hereof, automatically
converted on the Effective Date into the right solely to receive cash in the
amount of $27.54 per share without interest (the "Merger Consideration") upon
surrender of such Shares.
Each share of Common Stock of the Company outstanding on the Effective
Date held by Merging Company was canceled and extinguished. The common stock of
Merging Company owned by Parent outstanding on the Effective Date was converted
into one hundred (100) fully paid shares of Common Stock of the Company,
resulting in Parent's becoming the sole shareholder of the Company. Accordingly,
on the Effective Date the Company became a wholly-owned subsidiary of Parent.
At the close of business on January 10, 1996, the Company had 602
shareholders of record holding (exclusive of Parent) 965,124 shares, or
approximately 3.5% of the outstanding Common Stock of the Company. As of the
close of business on April 4, 1996, (i) 11,247 Shares have been surrendered to
the Paying Agent for payment of the Merger Consideration and (ii) five holders
of Shares have exercised dissenters rights pursuant Michigan law.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: April 8, 1996 COMCAST CABLEVISION OF TAYLOR, INC.
By: /s/ Stanley Wang
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Name: Stanley Wang
Title: Senior Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: April 8, 1996 CID TRANSACTION CO.
By: /s/ Stanley Wang
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Name: Stanley Wang
Title: Senior Vice President
