<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate Box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Exchange Act Rule 14a-11(c) or 14a012
COMCAST UK CABLE PARTNERS LIMITED
- -----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------------------
Name of Person(s) Filing Proxy Statement, if other than the Registrant.)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each part to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which the transaction applies:
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3) Per unit or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.
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3) Filing Party:
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4) Date Filed:
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Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
COMCAST UK CABLE PARTNERS LIMITED
Clarendon House
2 Church Street West
Hamilton HM 11, Bermuda
------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 20, 1996
------
The Annual General Meeting of Shareholders of Comcast UK Cable Partners
Limited (the "Company") will be held on Thursday, June 20, 1996 at 9:30 a.m.
local time at Comcast Corporation, 1500 Market Street, 33rd Floor,
Philadelphia, Pennsylvania 19102-2148, for the following purposes:
1. To elect eleven directors to serve for the ensuing year and until
their respective successors shall have been duly elected and qualified.
2. To appoint Deloitte & Touche LLP as the Company's independent
auditors for the 1996 fiscal year.
3. To receive and adopt financial statements of the Company and the
auditors' report thereon for the 1995 fiscal year.
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The close of business on May 6, 1996 has been fixed as the record date for
the meeting. All shareholders of record at that time are entitled to notice
of, and all such holders of Class A Common Shares and Class B Common Shares
are entitled to vote at, the meeting and any adjournment or postponement
thereof.
If the meeting is adjourned to such other day and such other time and
place as the Chairman of the meeting may determine due to the absence of a
quorum, those shareholders entitled to vote who attend the adjourned meeting,
although less than a quorum, shall constitute a quorum for the purpose of
acting upon any matter set forth in the foregoing notice, provided that at
least two shareholders are present in person or by proxy at such adjourned
meeting.
All shareholders are cordially invited to attend the meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to
give voting instructions with respect to your Class A Common Shares. The
proxies are solicited by the Board of Directors of the Company. The return of
the proxy will not affect your right to vote in person if you do attend the
meeting. A copy of the Company's Annual Report is also enclosed.
STANLEY WANG
Secretary
May 17, 1996
<PAGE>
COMCAST UK CABLE PARTNERS LIMITED
CLARENDON HOUSE
2 CHURCH STREET WEST
HAMILTON HM 11, BERMUDA
------
PROXY STATEMENT
------
The enclosed proxy is solicited by the Board of Directors of Comcast UK
Cable Partners Limited, a Bermuda company (the "Company"), for use at the
Annual General Meeting of Shareholders (the "meeting") to be held on
Thursday, June 20, 1996 at 9:30 a.m. local time at Comcast Corporation, 1500
Market Street, 33rd Floor, Philadelphia, Pennsylvania 19102-2148 and any
adjournment or postponement thereof. This Proxy Statement, the foregoing
notice and the enclosed proxy are being mailed to shareholders on or about
May 17, 1996.
The Board of Directors does not intend to bring any matters before the
meeting other than the matters specifically referred to in the notice of the
meeting, nor does the Board of Directors know of any matter which anyone else
proposes to present for action at the meeting. However, if any other matters
properly come before the meeting, the persons named in the accompanying proxy
or their duly constituted substitutes acting at the meeting will be deemed
authorized to vote or otherwise act thereon in accordance with their judgment
on such matters.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. In the absence of
instructions, the shares represented at the meeting by the enclosed proxy
will be voted "FOR" each of the nominees for the Board of Directors in the
election of directors and "FOR" the other proposals submitted to shareholders
in accordance with the foregoing notice of meeting and as set forth in this
Proxy Statement. Any proxy may be revoked at any time prior to its exercise
by notifying the Secretary in writing, by delivering a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
The principal executive office of the Company is located at Clarendon
House, 2 Church Street West, Hamilton HM 11, Bermuda.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on May 6, 1996, the record date, the Company had
outstanding 37,231,997 Class A Common Shares, par value pounds sterling 0.01
per share ("Class A Common Shares"), and 12,872,605 Class B Common Shares,
par value pounds sterling 0.01 per share ("Class B Common Shares," which,
together with the Class A Common Shares, shall be the "Common Shares").
On each matter voted upon at the meeting and any adjournment or
postponement thereof, the Class A Common Shares and Class B Common Shares
will vote together and each record holder of Class A Common Shares will be
entitled to one vote per share and each record holder of Class B Common
Shares will be entitled to ten votes per share. In the election of directors,
holders of Class A Common Shares and Class B Common Shares shall not have
cumulative voting rights.
The presence, in person or by proxy, of shareholders entitled to cast at
least 50% of the total votes which shareholders are entitled to cast on each
matter to be voted upon at the meeting will constitute a quorum as to each
such matter. If the meeting is adjourned to such other day and such other
time and place as the Chairman of the meeting may determine due to the
absence of a quorum, those shareholders entitled to vote who attend the
adjourned meeting, although less than a quorum as described in the preceding
sentence, shall constitute a quorum for the purpose of acting upon any matter
set forth in the foregoing notice, provided that at least two shareholders
are present in person or by proxy at such adjourned meeting.
1
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In the election of directors, the eleven nominees receiving a majority of
the votes cast at the meeting shall be elected. Approval of all other
proposals to be submitted to shareholders in accordance with the foregoing
notice of the meeting and as set forth in this Proxy Statement requires the
affirmative vote of a majority of the votes cast at the meeting. For purposes
of determining the number of votes cast with respect to any voting matter,
only those cast "For" or "Against" are included. Abstentions and broker
non-votes are counted only for purposes of determining whether a quorum is
present at the meeting.
The holder of all of the Class B Common Shares has indicated that it will
vote its shares "FOR" each of the nominees for director listed below and
"FOR" the other proposals submitted to shareholders in accordance with the
foregoing notice of the meeting and as set forth in this Proxy Statement.
Consequently, the election of each of the nominees for director listed below
and approval of the other proposals submitted to shareholders in accordance
with the foregoing notice of meeting and as set forth in this Proxy Statement
are assured.
Pursuant to the Shareholders Agreement dated September 20, 1994 between
Comcast Corporation ("Comcast"), Warburg, Pincus Investors, L.P. ("Warburg
Pincus"), Comcast U.K. Holdings, Inc. ("Holdings"), and the Company, Warburg
Pincus is entitled to appoint four directors to the Board of Directors of the
Company. Effective as of the June 21, 1995 Annual General Meeting the number
of directors was reduced from thirteen to eleven, and Warburg Pincus agreed
to nominate three directors, as follows: Howard H. Newman, Jeffrey A. Harris
and H. Brian Thompson.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the holdings
of each shareholder who was known to the Company to be the beneficial owner,
as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the
"Exchange Act"), of more than 5% of the Company's Common Shares at the close
of business on May 6, 1996. So far as is known to the Company, the persons
named in the table below as beneficially owning the shares set forth therein
have sole voting power and sole investment power with respect to such shares,
unless otherwise indicated.
<TABLE>
<CAPTION>
Amount Percent Percent
Name and Address of Beneficially of of
Title of Class Beneficial Owner(1)(2) Owned Class Vote
--------------------- --------------------------------- -------------- --------- ---------
<S> <C> <C> <C> <C>
Class A Common Shares Warburg, Pincus Investors, L.P.(3) 10,235,744 27.5% 6.2%
E.M. Warburg, Pincus & Co., Inc.
E.M. Warburg, Pincus & Company
Warburg, Pincus & Co.
466 Lexington Avenue
New York, NY 10017
Class B Common Shares Comcast U.K. Holdings, Inc.(4) 12,872,605 100.0% 77.6%
1500 Market Street
35th Floor
Philadelphia, PA 19102-2148
</TABLE>
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(1) On April 30, 1996, Singapore Telecom International Pte. Limited sold
8,859,663 Class A Common Shares which had been issued to it on March 19,
1996. Such shares constituted 23.8% of Class A Common Shares outstanding
as of April 30, 1996. It is possible that there are shareholders who have
become the beneficial owners of 5% or more of Class A Common Shares as a
result of the sale. However, as of May 6, 1996, no such shareholder has
filed a Schedule 13D or 13G, and the Company has no knowledge of such
shareholders.
2
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(2) "Beneficial ownership" is defined pursuant to regulations promulgated by
the Securities and Exchange Commission as having or sharing, directly or
indirectly, voting power and/or investment power, which includes the
power to dispose or direct the disposition of the shares of Common Shares
indicated.
(3) E. M. Warburg, Pincus & Co., Inc. ("EMW") owns approximately 1.1% of the
limited partnership interests in Warburg Pincus. Warburg, Pincus & Co.
("WP") is the owner of all the outstanding common shares of EMW and, as
the sole general partner of Warburg Pincus, has a 20% interest in the
profits of Warburg Pincus. E.M. Warburg, Pincus & Company ("EMWP"), which
has the same general partners as WP has entered into a management
agreement with Warburg Pincus for the management of all investments made
by it. Lionel I. Pincus is the managing partner of WP and may be deemed
to control it. The business address of each of the foregoing is 466
Lexington Avenue, New York, New York 10017. Howard H. Newman and Jeffrey
A. Harris, directors of the Company, are Managing Directors of EMW and
general partners of WP and EMWP. As such, Mr. Newman and Mr. Harris may
be deemed to have an indirect pecuniary interest (within the meaning of
Rule 16a-1 under the Exchange Act) in an indeterminate portion of the
Class A Common Shares beneficially owned by Warburg Pincus, WP and EMW.
Each of Mr. Newman and Mr. Harris disclaims beneficial ownership of such
common shares within the meaning of Rule 13d-3 under the Exchange Act.
(4) Each record holder of Class B Common Shares is entitled to ten votes per
share which constitutes approximately 77.6% of the total voting power of
all outstanding Common Shares of the Company. The 12,872,605 Class B
Common Shares are convertible into Class A Common Shares on a one-for-
one basis. 100% of the Class B Common Shares, if converted to Class A
Common Shares, would represent approximately 25.7% of the voting power of
Class A Common Shares.
Holdings is a direct wholly owned subsidiary of Comcast International
Holdings, Inc. ("CIH"). CIH is a direct wholly owned subsidiary of
Comcast. Comcast is principally engaged in the development, management
and operation of wired and wireless telecommunications and the provision
of content. At February 29, 1996, Sural Corporation ("Sural") owned
1,845,037 shares of Comcast's Class A Common Stock and was the sole owner
of Comcast's Class B Common Stock. Mr. Ralph J. Roberts, Chairman of the
Board of Directors of Comcast, and members of his family own all of the
voting securities of Sural. Pursuant to Rule 13d-3 of the Exchange Act,
Mr. Roberts is deemed to be the beneficial owner of Comcast's Class A
Common Stock owned by Sural. Mr. Roberts' beneficial ownership also
includes 319,070 shares of Comcast's Class A Common Stock owned directly.
Furthermore, pursuant to Rule 13d-3 of the Exchange Act, Mr. Roberts is
deemed to be the beneficial owner of Comcast's Class B Common Stock owned
by Sural. In addition to the shares owned by Sural, Mr. Roberts has
options to purchase 658,125 shares of Comcast's Class B Common Stock, of
which 556,875 options are currently exercisable or are exercisable within
60 days of February 29, 1996. Since each share of Comcast's Class B
Common Stock is entitled to fifteen votes, the shares of Comcast's Class
A Common Stock and Comcast's Class B Common Stock owned by Sural
constitute approximately 79% of the voting power of the two classes of
Comcast's voting common stock combined (80% if all other shares of
Comcast's Class A Common Stock which Mr. Roberts is deemed to
beneficially own and his shares underlying options to purchase Comcast's
Class B Common Stock currently exercisable or exercisable within 60 days
of February 29, 1996 are included). Comcast's Class B Common Stock is
convertible on a share-for-share basis into Comcast's Class A Common
Stock or Comcast's Class A Special Common Stock. If Sural and Mr. Roberts
were to convert Comcast's Class B Common Stock which they are deemed to
beneficially own into Comcast's Class A Common Stock, Mr. Roberts would
beneficially own 11,507,232 shares of Comcast's Class A Common Stock
(approximately 24.6% of Comcast's Class A Common Stock).
SECURITY OWNERSHIP OF MANAGEMENT
Certain officers of Comcast or Comcast UK Cable Partners Consulting, Inc.
("Comcast Consulting") are deemed by the Company to be executive officers of
the Company (the "Designated Executive Officers") for purposes of the federal
securities laws. The following table sets forth certain information
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<PAGE>
regarding the Class A Common Shares beneficially owned by each director and
nominee for director of the Company, by certain named Designated Executive
Officers and by all directors, nominated directors and Designated Executive
Officers of the Company as a group, at the close of business on February 29,
1996. Each of the persons named in the table below as beneficially owning the
shares set forth therein has sole voting power and sole investment power with
respect to such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
Name of Beneficial Owner Amount Beneficially Owned Percent of Class
------------------------ ------------------------- ----------------
<S> <C> <C>
John R. Alchin ................................. 1,000 *
Julian A. Brodsky .............................. 1,000 *
Robert B. Clasen ............................... 200(1) *
Brian L. Roberts ............................... 1,000 *
Ralph J. Roberts ............................... 5,000 *
H. Brian Thompson .............................. 1,000 *
All directors, nominated directors and Designated
Executive Officers, as a group (12 persons) ... 9,200(1) *
</TABLE>
- ------
*less than 1%
(1) Includes 100 shares of Class A Common Shares held by Mr. Clasen for his
son, as custodian, pursuant to the Uniform Gift to Minors Act.
The following table sets forth certain information regarding the Class A
Common Stock (one vote per share, par value $1.00 per share) and Class A
Special Common Stock (generally non-voting, par value $1.00 per share) of
Comcast beneficially owned by each director or nominated director of the
Company who owns shares, by certain named Designated Executive Officers of
the Company who own shares, and by all directors, nominated directors and
Designated Executive Officers of the Company as a group, at the close of
business on February 29, 1996. Each of the persons named in the table below
as beneficially owning the shares set forth therein has sole voting power and
sole investment power with respect to such shares, unless otherwise
indicated.
<TABLE>
<CAPTION>
Amount Beneficially Owned(1) Percent of Class (1)
--------------------------------- ---------------------
Class A Class A
Name of Beneficial Owner Class A Special Class A Special
----------------------- ------------- ---------------- --------- ---------
<S> <C> <C> <C> <C>
John R. Alchin .............. -- 148,358 (2) (2)
Julian A. Brodsky ........... 296,058 (3) 1,549,308 (2) (2)
Robert B. Clasen ............ 35,903 (4) 51,585(5) (2) (2)
Brian L. Roberts ............ 9,582 (6) 311,976(7) (2) (2)
Ralph J. Roberts ............ 2,164,107 (8) 10,190,926(9) 5.8% 5.2%
Lawrence S. Smith ........... -- 201,505 (2) (2)
All directors, nominated
directors and Designated
Executive Officers as a group
(12 persons) ............... 2,552,595 (3)(4) 12,619,835(5)(7) 6.8% 6.4%
(6)(8) (9)
</TABLE>
- ------
(1) With respect to each beneficial owner, the shares issuable upon exercise
of his currently exercisable options and options exercisable within 60
days of February 29, 1996 are deemed to be outstanding for the purpose of
computing the percentage of the class of Common Stock owned. Includes the
following shares of Class A Common Stock and Class A Special Common
Stock, respectively, for which the named individuals, and all directors,
nominated directors and Designated Executive Officers as a group, hold
currently exercisable options or options exercisable within 60 days of
February 29, 1996: Mr. Alchin, none and 100,335 shares; Mr. Brodsky,
65,601 and 714,660 shares; Mr. Clasen, none and 25,524 shares; Mr. Brian
L. Roberts, 7,697 and 209,121 shares; Mr. Ralph J. Roberts, none and
4,029,829 shares; Mr. Smith, none and 161,604 shares; and all directors,
nominated directors, and Designated Executive Officers as a group, 96,338
and 5,345,885 shares.
4
<PAGE>
(2) Less than one percent of the applicable class.
(3) Includes 20,000 shares of Class A Common Stock owned by a charitable
foundation of which he and members of his family are directors and
officers and as to which shares he disclaims beneficial ownership.
(4) Includes 333 shares of Class A Common Stock owned by his son, as to which
shares he disclaims beneficial ownership.
(5) Includes 166 shares of Class A Special Common Stock owned by his son, as
to which shares he disclaims beneficial ownership.
(6) Includes 1,356 shares of Class A Common Stock owned by his wife, as to
which shares he disclaims beneficial ownership.
(7) Includes 678 shares of Class A Special Common Stock owned by his wife and
20,541 shares of Class A Special Common Stock owned by a charitable
foundation of which he and his wife are directors and officers, as to all
of which shares he disclaims beneficial ownership.
(8) Includes 1,845,037 shares of Class A Common Stock owned by Sural. See
"Principal Shareholders" Note (4) for further discussion.
(9) Includes 5,315,772 shares of Class A Special Common Stock owned by Sural
and 47,005 shares of Class A Special Common Stock owned by a charitable
foundation of which he and his wife are trustees and as to which shares
he disclaims beneficial ownership.
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities (collectively, the
"reporting persons") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and to furnish the Company with
copies of these reports. Based on the Company's review of the copies of these
reports received by it, and written representations received from reporting
persons, the Company believes that all filings required to be made by the
reporting persons during the year ended December 31, 1995 were made on a
timely basis.
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<PAGE>
MANAGEMENT COMPENSATION
COMPENSATION OF DIRECTORS
Directors of the Company who are not employees of Comcast, Warburg Pincus
or their respective affiliates are entitled to receive a fee of $15,000 per
year and $1,000 per committee meeting not in conjunction with a Board of
Directors meeting. The Company reimburses all directors for expenses incurred
in performing their duties as directors.
In March 1995, the Board of Directors adopted the Comcast UK Cable
Partners Limited 1995 Stock Appreciation Rights Plan (the "SAR Plan").
The SAR Plan provides for grants of stock appreciation rights ("SARs") to
certain outside directors of the Company. Each SAR permits the holder, at the
time of exercise, to receive a cash payment from the Company equal to the
excess, if any, of the fair market value of a Class A Common Share (a
"Share") at the time of exercise over the fair market value of a Share
determined at the time of grant. This amount is referred to in this
discussion as the "value" of an SAR. For this purpose, "fair market value" is
determined based on the last quoted sale price of a Share on the Nasdaq
National Market on the last trading day prior to the date of determination.
Under the SAR Plan, SARs may be awarded to directors of the Company who
are not also officers, employees or partners of the Company or any of its
subsidiaries, Comcast or any of its subsidiaries, or Warburg Pincus or any of
their subsidiaries or affiliates. As of the date the SAR Plan was adopted,
three individuals were eligible to receive grants of SARs under the SAR Plan.
The terms of SARs granted under the SAR Plan are determined by the
Compensation Committee of the Board of Directors and documented in an SAR
Agreement between the Company and the holder. The Committee has the authority
to grant SARs, and to determine the conditions under which SARs shall become
exercisable, provided that no SARs may be exercised after 10 years from the
date of grant. Upon exercise, holders receive payment of the value of SARs in
cash, and no consideration to the Company is required as a condition to
exercise. No SARs granted under the SAR Plan are transferable, except by will
or intestacy. During the holder's lifetime, an SAR is exercisable only by the
holder.
Not more than 50,000 SARs in the aggregate may be granted under the SAR
Plan, provided that if an SAR terminates or expires without having been
exercised, additional SARs may be granted in lieu of SARs not exercised. The
number of SARs that may be granted, and the determination of applicable fair
market value for SARs already granted but not exercised, are subject to
appropriate adjustment upon a stock dividend, stock split, recapitalization,
combination, subdivision, issuance of rights or other similar corporate
changes.
In March 1995, the Board awarded 5,000 SARs to each of Jonathan Perry, H.
Brian Thompson and Barry D. Romeril. As of the award date, the fair market
value of a Share as determined pursuant to the SAR Plan, was $16.25.
OPTION PLAN
In December 1995, the Board of Directors adopted the Comcast UK Cable
Partners Limited Stock Option Plan (the "Option Plan").
The Option Plan provides for grants of stock options ("Options") to
certain employees, officers and directors of the Company, its subsidiaries
and Comcast Consulting. Options permit the holder, for a specified time
period, to purchase a specified number of Common Shares at a price determined
by the Compensation Committee of the Board of Directors.
The terms of individual Options are determined by the Compensation
Committee. The Compensation Committee has the authority to grant Options and
to determine the conditions under which Options are exercisable. All Options
must be granted within 10 years from the date of adoption of the Option Plan.
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<PAGE>
Upon exercise, holders must make full payment, in cash, for the shares being
acquired, unless the Compensation Committee, in its sole discretion, approves
payment by surrender of other Company shares. Holders will not have any right as
a shareholder with respect to any shares subject to Options until the Option has
been exercised in accordance with its terms and the holder has paid the full
purchase price for the Company shares being acquired. The Options are not
transferrable except by will or intestacy. During the holder's lifetime, an
Option is exercisable only by the holder, his or her attorney-in-fact or
guardian.
Not more than 250,000 Common Shares in the aggregate may be issued
pursuant to the Option Plan upon exercise of Options. If an Option terminates
or expires without having been exercised in full, other Options may be
granted covering the shares as to which the Option was not exercised. The
number of Options that may be granted is subject to appropriate adjustment in
the event that Common Shares are changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company.
As of April 1, 1996, no Options had been awarded under the Option Plan.
COMPENSATION OF DESIGNATED EXECUTIVE OFFICERS
The Company does not employ any of its Designated Executive Officers, nor
does it compensate them for their services.
Comcast, through Comcast Consulting, provides all administrative services
to the Company and provides management and consulting services to four
operations in which the Company owns interests; Birmingham Cable Corporation
Limited, Cable London plc, Cambridge Holding Company Limited and the
franchises for Darlington and Teesside, England.
The Company pays Comcast and Comcast Consulting for providing management,
administrative and other services to the Company and its subsidiaries and
investees pursuant to various management agreements. Total management fees
incurred during the years ended December 31, 1995, 1994 and 1993 were pounds
sterling 3.1 million, pounds sterling 2.2 million and pounds sterling 1.7
million, respectively.
7
<PAGE>
PERFORMANCE GRAPH
The graph below compares the percentage change in the Company's cumulative
total shareholder return on the Class A Common Shares beginning September 20,
1994 (the date of the Company's initial public offering), with the cumulative
total return on (i) the Nasdaq National Market (US and Foreign) Index, which
is comprised of all common shares traded on The Nasdaq National Market and
(ii) a selected peer group consisting of three other companies engaged in the
cable communications industry in the United Kingdom; Bell Cablemedia plc,
Telewest plc and International Cabletel Inc.
CUMULATIVE TOTAL RETURN SINCE INITIAL PUBLIC OFFERING(1)
140|------------------------------------------------------------------|
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120|------------------------------------------------------------------|
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D | |
O |-- |
L | * |
L | |
A 100|----*-&-#-----------------#---------------------------------------|
R | |
S | |
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80|------------------------------------------------------------------|
| & |
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60|----|----------|---------|-----------|-----------|-----------|----|
9/94 12/94 12/95
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*=COMCAST UK CABLE PARTNERS LTD &=PEER GROUP
#=NASDAQ STK MRKT-U.S. & FOREIGN
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12/94 12/95
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COMCAST UK CABLE PARTNERS LTD 107 83
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NASDAQ STOCK MARKET (US AND FOREIGN) INDEX 99 138
--------------------------------------------------------------------------
PEER GROUP 86 76
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- ------
(1) The Class A Common Shares were sold to the public in the Company's
initial public offering on September 20, 1994 and trading commenced
immediately on The Nasdaq National Market. The starting point of the
graph is based on the initial public offering price of $15.00 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Management Compensation -- Compensation of Designated Executive
Officers".
8
<PAGE>
CORPORATE GOVERNANCE
The Board of Directors of the Company has primary responsibility for
directing the management of the business and affairs of the Company. The
Board currently consists of eleven members. The Board of Directors held four
meetings in the 1995 fiscal year.
To provide for effective direction and management of the Company's
business, the Board of Directors has established committees of the Board.
Each of the present directors attended 75% or more of the 1995 meetings held
by the Board and by all committees of the Board on which such director served
during the period of his Board membership and committee service.
The Board of Directors has the following standing committees:
Executive Committee
The Executive Committee acts for the directors in the intervals between
meetings of the Board. The Executive Committee currently consists of Messrs.
Romeril, Thompson and Harris, none of whom are officers or employees of the
Company or any of its subsidiaries, Mr. Brian L. Roberts (Chairman), who is a
Designated Executive Officer of the Company and President of Comcast, and Mr.
Brodsky, who is a Designated Executive Officer of the Company and Vice
Chairman of the Board of Directors of Comcast.
Audit Committee
The Audit Committee reviews the consolidated financial statements of the
Company and exercises general oversight with respect to the activities of the
Company's independent auditors and related matters. The Audit Committee
currently consists of Messrs. Romeril (Chairman) and Perry, neither of whom
is an officer or an employee of the Company or any of its subsidiaries, and
Mr. Brodsky.
Compensation Committee
The Compensation Committee reviews and approves the compensation for the
directors of the Company who are not employees of Comcast, Warburg Pincus or
their respective affiliates. The Compensation Committee also has the
authority to grant stock options to certain employees, officers and directors
of the Company. See "Management Compensation - Compensation of Directors and
Option Plan" for a discussion of the Company's SAR Plan and Option Plan. The
Compensation Committee currently consists of Mr. Brodsky (Chairman), Mr.
Harris, who is not an officer or an employee of the Company or any of its
subsidiaries, and Mr. Clasen, who is Senior Vice President of Comcast and
President of CIH.
The Board considers the present committee structure appropriate in light
of the Company's particular circumstances and has chosen, therefore, not to
establish a nominating committee.
The Designated Executive Officers of the Company are either employed or
retained by Comcast or Comcast Consulting. For a description of certain
transactions among the Company, Comcast and Comcast Consulting, see
"Management Compensation -- Compensation of Designated Executive Officers."
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, the shareholders will elect eleven directors to hold
office for the ensuing year and until their respective successors have been
duly elected and qualified. Should any one or more of these nominees become
unavailable to accept nomination or election as a director, the persons named
in the enclosed proxy will vote the shares which they represent for the
election of such other persons as the Board of Directors may recommend,
unless the Board of Directors reduces the number of directors. Each of the
nominees currently is serving as a director of the Company.
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The following sets forth certain information about each nominee:
Ralph J. Roberts, 76, was elected as Chairman of the Board of Directors of
the Company in September 1994. Mr. Roberts has served as a Director and
Chairman of the Board of Directors of Comcast for more than five years. He is
the President and a Director of Sural. Mr. Roberts devotes the major portion
of his time to the business and affairs of Comcast. Mr. Roberts is also a
Director of Storer Communications, Inc.
Julian A. Brodsky, 62, was elected to the Board of Directors of the
Company in September 1992. Mr. Brodsky has served as a Director and Vice
Chairman of the Board of Directors of Comcast for more than five years. He
serves as the Treasurer and a Director of Sural. Mr. Brodsky devotes the
major portion of his time to the business and affairs of Comcast. Mr. Brodsky
is also a Director of Storer Communications, Inc. and RBB Fund, Inc.
Brian L. Roberts, 36, was elected to the Board of Directors of the Company
in September 1992 and was elected President in August 1995. Mr. Roberts has
served as President and a Director of Comcast for more than five years. He
serves as Vice President and a Director of Sural. Mr. Roberts devotes the
major portion of his time to the business and affairs of Comcast. Mr. Roberts
is also a Director of Turner Broadcasting System, Inc. and Storer
Communications, Inc. He is a son of Mr. Ralph J. Roberts.
John R. Alchin, 47, was elected to the Board of Directors and designated
Senior Vice President and Treasurer of the Company in September 1994. He has
served as Treasurer and Senior Vice President of Comcast for more than five
years. Mr. Alchin devotes a substantial amount of his time to Comcast.
Robert B. Clasen, 51, was elected to the Board of Directors and designated
President of the Company in September 1994. Mr. Clasen resigned as President
of the Company in August 1995. He joined Comcast in January 1993 and is
currently Senior Vice President of Comcast and President of CIH, which owns,
develops and operates Comcast's international investments. Mr. Clasen most
recently was a consultant to CIH. Prior to establishing his own consulting
practice, he was a Senior Vice President of McCaw Cellular Communications,
Inc. ("McCaw") and President of McCaw's Western Region. Mr. Clasen previously
worked for Comcast from 1984 to 1991, during which time he served in various
executive positions with Comcast, including Senior Vice President. Mr. Clasen
devotes a substantial amount of his time to CIH.
Lawrence S. Smith, 48, was elected to the Board of Directors and
designated Senior Vice President-- Accounting and Administration of the
Company in September 1994. He has served as Executive Vice President of
Comcast since December 1995 and as Senior Vice President--Accounting and
Administration of Comcast for more than five years prior to December 1995.
Mr. Smith is the Principal Accounting Officer of the Company and Comcast. Mr.
Smith devotes a substantial amount of his time to Comcast.
Jonathan Perry, 56, was elected to the Board of Directors of the Company
in September 1994. Since February 1992, Mr. Perry has been the Executive
Chairman of National Home Loans Holding plc - Residential Mortgage Lender.
From 1990 to 1992, Mr. Perry served as Chairman and Chief Executive of Ogilvy
Adams & Rinehart Limited. From 1988 to 1990, Mr. Perry formed and headed an
independent corporate finance company, Perry & Associates, which provided
financial advice to a selected number of domestic and international
companies. From 1966 to 1988, Mr. Perry served in various positions at Morgan
Grenfell Group plc.
Barry D. Romeril, 52, was elected to the Board of Directors of the Company
in September 1994. Mr. Romeril is Executive Vice President and Chief
Financial Officer of Xerox Corporation. Mr. Romeril joined Xerox in 1993 from
British Telecommunications plc ("British Telecom") in London, where he served
as Group Finance Director since 1988. Prior to joining British Telecom, Mr.
Romeril spent three years with BTR, Inc., and BTR plc, and 14 years with
Imperial Chemical Industries plc.
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Howard H. Newman, 49, was elected to the Board of Directors of the Company
in December 1992. Mr. Newman has served as Managing Director of E.M. Warburg,
Pincus & Co., Inc. since 1987. Mr. Newman is a Director of ADVO, Inc., Marine
Drilling Companies, Inc., Newfield Exploration Company and RenaissanceRe
Holdings Ltd.
Jeffrey A. Harris, 40, was elected to the Board of Directors of the
Company in December 1992. Mr. Harris has served as Managing Director of E.M.
Warburg, Pincus & Co., Inc. since 1988. Mr. Harris is a Director of Newfield
Exploration Company, Knoll, Inc. and several privately held companies.
H. Brian Thompson, 57, was elected to the Board of Directors of the
Company in September 1994. Mr. Thompson has been Chairman of the Board of
Directors and Chief Executive Officer of LCI International, Inc. since July
1991. Mr. Thompson previously served as Executive Vice President of MCI
Communications Corporation ("MCI") and held various other senior management
positions at MCI from 1981 to 1991. Mr. Thompson is a Director of Microdyne
Corporation.
Written suggestions for candidates to serve as directors if nominated and
elected should be sent to the General Counsel at Comcast Corporation, 1500
Market Street, Philadelphia, Pennsylvania 19102-2148. The Company's Bye-laws
require that written notice of the intent to propose a resolution for the
appointment of a person at a meeting of shareholders must be received by the
Company, not less than 6 weeks nor more than 125 days prior to the date
appointed for the annual meeting of shareholders, by a shareholder entitled
to vote at the meeting. The notice must contain: (a) the name and address of
the shareholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the shareholder is a
holder of record of the Company's shares entitled to vote at the meeting and
intends to appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice; (c) a description of all arrangements or
understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would have been
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been
nominated, or intended to be nominated, by the Board of Directors; and (e)
written notice executed by each nominee of his willingness to be appointed.
PROPOSAL TWO
THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the shareholders, the Board of Directors, upon the
recommendation of the Audit Committee, has appointed the firm of Deloitte &
Touche LLP, which served as the Company's independent auditors for the last
fiscal year, to serve as the Company's independent auditors with respect to
the consolidated financial statements of the Company and its subsidiaries for
the current fiscal year.
PROPOSAL THREE
ADOPTION OF FINANCIAL STATEMENTS AND AUDITORS' REPORT
At the meeting, the shareholders will receive and adopt financial
statements of the Company and the auditors' report thereon for the 1995
fiscal year, as contained in the Company's Annual Report.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE ABOVE PROPOSALS.
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SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual General
Meeting of Shareholders in 1997 must be received by January 17, 1997 in order
to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting. Shareholder proposals should be directed to
the General Counsel at Comcast Corporation, 1500 Market Street, Philadelphia,
Pennsylvania 19102-2148. Notwithstanding the foregoing, shareholders with
suggestions on the nomination of directors must comply with the procedures
set forth under the caption "Election of the Board of Directors."
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board
of Directors of the Company. The expenses of solicitation of proxies for the
meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitations may be made in person or by telephone or
telegraph by directors, officers or regular employees of the Company, Comcast
or its subsidiaries. The Company, if applicable, will request brokerage house
and other custodians, nominees, and fiduciaries to forward soliciting
materials to the beneficial owners of the voting securities of the Company
held of record by such persons, and will reimburse them for their reasonable
charges and out-of-pocket expenses in connection therewith.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
ITS MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO
INVESTOR RELATIONS AT COMCAST CORPORATION, 1500 MARKET STREET, PHILADELPHIA,
PENNSYLVANIA 19102-2148.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF COMCAST UK CABLE PARTNERS LIMITED
The undersigned, a holder of CLASS A COMMON SHARES of COMCAST UK CABLE
PARTNERS LIMITED, hereby constitutes and appoints RALPH J. ROBERTS and
STANLEY L. WANG, and each of them acting individually, as the attorney and
proxy of the undersigned, with full power of substitution, for and in the
name and stead of the undersigned, to attend the Annual General Meeting of
Shareholders of the Company to be held on Thursday, June 20, 1996 at 9:30
a.m. local time at Comcast Corporation, 1500 Market Street, 33rd Floor,
Philadelphia, Pennsylvania 19102-2148 and any adjournment or postponement
thereof, and thereat to vote all CLASS A COMMON SHARES which the undersigned
would be entitled to vote if personally present, as follows:
1. [ ] FOR all eleven nominees for director listed below.
[ ] WITHHOLD AUTHORITY to vote for all eleven nominees for director
listed below.
[ ] FOR all eleven nominees for director listed below, EXCEPT WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) WHOSE NAME(S) IS
(ARE) LINED THROUGH. Nominees:
Ralph J. Roberts, Julian A. Brodsky, Brian L. Roberts, John R. Alchin,
Robert B. Clasen, Lawrence S. Smith, Jonathan Perry, Barry D. Romeril,
Howard H. Newman, Jeffrey A. Harris, H. Brian Thompson
2. To appoint Deloitte & Touche LLP as the Company's independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To receive and adopt financial statements of the Company and the
auditors' report thereon for the 1995 fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To vote on such other business which may properly come before the
meeting.
Unless otherwise specified, the shares will be voted "FOR" the election of
all eleven nominees for director and "FOR" the other proposals set forth
above. This Proxy also delegates discretionary authority to vote with respect
to any other business which may properly come before the meeting and any
adjournment or postponement thereof.
(Please sign and date on reverse side)
- ------------------------------------------------------------------------------
(Continued from other side)
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
GENERAL MEETING, PROXY STATEMENT AND ANNUAL REPORT OF COMCAST UK CABLE
PARTNERS LIMITED.
Date:--------------------------------------------------------- -------, 1996
- -----------------------------------------------------------------------------
Signature of Shareholder
- -----------------------------------------------------------------------------
Signature of Shareholder
NOTE: Please sign this Proxy exactly as name(s) appear(s) in address. When
signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title as such, and if signer is a corporation, please sign
with full corporate name by duly authorized officer or officers and affix the
corporate seal. When shares are issued in the name of two or more persons,
all such persons should sign.
PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
