Rule 424(b)(3)
Registration No. 33-57479
September 22, 1995
TO THE SHAREHOLDERS OF PROVIDENCE JOURNAL COMPANY
Dear Fellow Shareholder:
I am pleased to report that the recently completed
appraisal of The Providence Journal Company ("New Providence
Journal") indicates an increase in estimated value for each
share of existing Providence Journal Common Stock from $11,222
to $12,110 (or a $75.2 million increase in aggregate value).
This improvement wholly results from an increase in the
estimated value of a share of New Providence Journal from
$4,184 to $5,072. The nominal value of the consideration
received by existing Providence Journal Company shareholders
from Continental remains unchanged. The estimated value of New
Providence Journal is greater because of substantial cash flow
increases at our nine broadcast television properties and
higher public market valuations of broadcast television
properties nationally. Also, New Providence Journal benefitted
substantially from agreeing at an early stage of the
Continental transaction upon the purchase price for the 50%
interest in King Holding Corp. owned by Kelso. The $12,110
estimated value per share of existing Providence Journal
Company is 65.9% higher than the last independent appraisal of
$7,298 per share conducted in May, 1994.
The increase in value impacts the Joint Proxy Statement
Prospectus which was recently mailed to you in several
respects. In the Joint Proxy Statement-Prospectus, reference
was made on pages 126, 128 and 136 to an estimated stock unit
value of $11,222 per unit in connection with the description of
the Company's Incentive Stock Units Plan (the "IUP"). Based on
the appraisal, the estimated stock unit value has increased
from $11,222 per unit to $12,110 per unit.
In light of this development, in connection with
concluding the IUP the estimated IUP payouts to directors and
officers stated on pages 126 and 136 of the Joint Proxy
Statement-Prospectus now are $3.6 million and $23.6 million,
respectively. The $23.6 million estimated payout should be
compared to $20.5 million (due to a typographical error, the
$17.9 million payout stated on p. 136 was incorrect). In
addition, the current estimated value of stock underlying stock
options and restricted stock units awarded under other stock
incentive plans will be increased.
I trust that the foregoing supplemental information will
assist you in your review of the Joint Proxy Statement-
Prospectus.
Very truly yours,
\s\Stephen Hamblett
Stephen Hamblett
This letter constitutes Prospectus Supplement No. 1 dated
September 22, 1995 to the Joint Proxy Statement-Prospectus of
Continental Cablevision, Inc. and The Providence Journal Company
dated August 31, 1995.
