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As filed with the Securities and Exchange Commission on July 16, 1996
Registration No. 333-06161
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________
COMCAST CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1709202
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street
Philadelphia, PA 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
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Bruce K. Dallas, Esq.
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 this Registration Statement becomes effective.
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. [X]
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 statement 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 statement number of the earlier effective registration statement
for the same offering.
If delivery for the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, JULY 16, 1996
PROSPECTUS
Comcast Corporation
[Logo]
Class A Special Common Stock
This Prospectus relates to shares of Class A Special Common Stock, $1.00
par value (the "Class A Special Common Stock"), of Comcast Corporation (the
"Company") to be offered from time to time for the account of one or more of
the selling shareholders named herein (the "Selling Shareholders") and their
permitted pledgees, donees and counterparties (collectively, the "Permitted
Transferees"), including (i) up to 3,496,821 shares (the "Merger Shares") of
Class A Special Common Stock that were received by the Selling Shareholders in
connection with the consummation of the Sports Venture Merger (as defined
below), (ii) up to 1,332,077 shares (the "Conversion Shares") of Class A
Special Common Stock issuable upon the conversion, if any, of shares (the
"Preferred Shares") of 5% Series A Convertible Preferred Stock, without par
value, of the Company (the "Series A Convertible Preferred Stock") that were
received by certain of the Selling Shareholders in connection with the
consummation of the Sports Venture Merger and (iii) such indeterminate
additional number of shares (together with the Merger Shares and the
Conversion Shares, the "Shares") of Class A Special Common Stock as may become
issuable upon adjustment of the conversion ratio applicable to the conversion
of the Preferred Shares pursuant to the terms of the Series A Convertible
Preferred Stock. See "Selling Shareholders" and "Description of Capital
Stock--Preferred Stock."
The Shares may be sold from time to time by the Selling Shareholders and
the Permitted Transferees. Such sales may be made in the over-the-counter
market or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Shares may be sold by means of one or more of the following types of
transactions: (i) a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (iv) direct sales to
purchasers; (v) underwritten transactions; and (vi) if applicable, an exchange
distribution in accordance with the rules of such exchange. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate in the sales. See "Plan of Distribution."
The Company will not receive any proceeds from the sale of Shares offered
hereby but will bear certain expenses thereof. See "Use of Proceeds."
The Selling Shareholders, the Permitted Transferees, broker-dealers and
any other participating broker-dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and any fees, discounts or commissions received by them in connection
with sales of the Shares may be deemed to be underwriting compensation under
the Securities Act. See "Plan of Distribution."
Generally, all costs, fees and expenses incurred in connection with the
registration of the sale of the Shares will be borne by the Company. Any
underwriting or brokerage fees, discounts or commissions attributable to sales
of the Shares will be borne by the Selling Shareholders or the Permitted
Transferees, as the case may be. The Company has agreed to indemnify the
Selling Shareholders and the Permitted Transferees against certain civil
liabilities, including certain liabilities arising under the Securities Act.
See "Plan of Distribution."
The Class A Special Common Stock is quoted on the Nasdaq National Market
("Nasdaq") under the symbol "CMCSK." On July 15, 1996, the last reported sale
price of the Class A Special Common Stock was $15.625 per share.
See "Risk Factors," commencing on page 4 of this Prospectus, for a
discussion of certain factors which should be considered by prospective
purchasers of Shares offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
with respect to the Shares (together with all amendments, exhibits and
schedules thereto, the "Registration Statement"). This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, to which reference is
hereby made. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete; with
respect to each contract, agreement or other document filed as an exhibit to
the Registration Statement, reference is made to such exhibit for a more
complete description of the matter involved.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Commission.
The Registration Statement as well as the periodic reports, proxy statements
and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, or at its regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained in person from the public reference section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a Web site on the internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information filed
by the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No.: 0-6983) pursuant to the Exchange Act are incorporated by reference in
this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) the Company's Current Reports on Form 8-K as filed on February 12,
1996, April 10, 1996, May 9, 1996 and May 28, 1996; and
(d) the Company's Registration Statement on Form 8-A/A filed on July 16,
1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares contemplated hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The information relating to the Company contained in this Prospectus should
be read together with the information in the documents incorporated by
reference.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all documents incorporated in this Prospectus by reference,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in those documents. Requests for such copies should
be directed to: Comcast Corporation, Attn: Treasurer, 1500 Market Street,
Philadelphia, PA 19102-2148, (215) 665-1700.
RISK FACTORS
Prospective investors should consider carefully the following factors in
addition to other information set forth or incorporated by reference in this
Prospectus in evaluating an investment in the Shares offered hereby. In
addition, certain information included or incorporated by reference in this
Prospectus is forward-looking. Such forward-looking information involves
important risks and uncertainties that could cause actual future results to
differ significantly from those expressed in any forward-looking statements
made by, or on behalf of, the Company. These risks and uncertainties include,
but are not limited to, those described below and other uncertainties relating
to economic conditions, acquisitions and divestitures, government and
regulatory policies, the pricing and availability of equipment, materials,
inventories and programming, technological developments and changes in the
competitive environment in which the Company operates.
Recent and Anticipated Losses; Stockholders' Deficiency. In recent
years, the Company has experienced significant growth both through strategic
acquisitions and growth in its existing businesses. The effects of these
acquisitions have been to increase significantly the Company's revenues and
expenses, resulting in substantial increases in operating income before
depreciation and amortization, depreciation and amortization expense and net
interest expense. As a result of the increases in depreciation and
amortization expense and interest expense associated with these acquisitions
and their financing, it is expected that the Company will continue to recognize
substantial losses for the foreseeable future. Losses before extraordinary
items and the cumulative effect of accounting changes for the years ended
December 31, 1993, 1994 and 1995 and for the three months ended March 31, 1995
and 1996 were $98.9 million, $75.3 million, $37.8 million, $628,000 and $34.6
million, respectively. Principally as a result of these losses and the
effects of extraordinary items and the cumulative effect of accounting
changes, the Company had a stockholders' deficiency as of March 31, 1996 of
$891.6 million. It is anticipated that this stockholders' deficiency will
increase through the date of consummation of the Scripps Transaction (as
defined below). See "The Company--Recent Developments--Scripps Cable." It is
not expected that the stockholders' deficiency will significantly affect the
way the Company does business or its ability to obtain financing. Following
the consummation of the Scripps Transaction, it is anticipated that the
Company will have stockholders' equity as a result of the anticipated issuance
of shares of Class A Special Common Stock in connection therewith. On a pro
forma basis for the Scripps Transaction, as of March 31, 1996, the Company had
stockholders' equity of $702.6 million.
The Company realized operating income before depreciation and
amortization of $606.4 million, $576.3 million, $1.019 billion, $219.6 million
and $270.1 million for the years ended December 31, 1993, 1994 and 1995 and
for the three months ended March 31, 1995 and 1996, respectively. Operating
income before depreciation and amortization is commonly referred to in the
Company's businesses as "operating cash flow." Operating cash flow is a
measure of a company's ability to generate cash to service its obligations,
including debt service obligations, and to finance capital and other
expenditures. In part due to the capital intensive nature of the Company's
businesses and the resulting significant level of non-cash depreciation and
amortization expense, operating cash flow is frequently used as one of the
bases for comparing the Company's businesses. Operating cash flow does not
purport to represent net income or net cash provided by operating activities,
as those terms are defined under generally accepted accounting principles, and
should not be considered as an alternative to such measurements as an
indicator of the Company's performance. As a result of the Company's
operating income before depreciation and amortization, its existing cash
balances, lines of credit and other financing resources, the Company believes
that it will meet its current and long-term liquidity and capital
requirements, including fixed charges.
Factors Affecting Future Operations. The cable television and cellular
telephone communications industries, as well as the Company's electronic
retailing operations, may be affected by, among other things: (i) changes in
government law and regulation; (ii) changes in the competitive environment;
(iii) changes in technology; (iv) franchise related matters; (v) market
conditions that may adversely affect the availability of debt and equity
financing; and (vi) general economic conditions.
The cable television and cellular telephone communications industries
are subject to extensive regulation at the federal, state and local levels.
No assurance can be given as to what future actions Congress or the Federal
Communications Commission ("FCC") or other regulatory authorities may take or
the effects thereof on the cable television or cellular telephone
communications industries in general or on the Company in particular.
The cable television and cellular telephone communications industries
are highly competitive and subject to technological change. It is not
possible to predict the effects of such competition or such technological
change on these industries in general or on the Company in particular.
Cable television companies operate under franchises granted by local
authorities that are subject to renewal and renegotiation from time to time.
No assurance can be given as to future franchise renewals.
Possible Volatility of Stock Price; Dilution. No prediction can be made
as to the effect, if any, that future market sales of the Class A Special
Common Stock or the availability of such stock for sale will have on the
prevailing market price of the Class A Special Common Stock. Sales of a
significant amount of the Class A Special Common Stock could adversely affect
the market price of such stock.
The Company's Board of Directors has authorized a market repurchase
program (the "Repurchase Program") pursuant to which the Company may
repurchase up to an aggregate of $500 million of the Class A Special Common
Stock and the Company's Class A Common Stock, $1.00 par value (the "Class A
Common Stock"), from time to time, in the open market or in private
transactions, subject to market conditions. The Repurchase Program is
intended to decrease the level of dilution to the Company's stockholders that
will arise as a result of the Scripps Transaction. See "The Company--Recent
Developments--Scripps Cable." Such repurchases may affect the market price of
the Class A Special Common Stock.
Absence of Voting Rights; Principal Shareholder. Except in certain
limited circumstances, the holders of the Class A Special Common Stock are not
entitled to vote, while the Class A Common Stock entitles its holders to one
vote per share and the Company's Class B Common Stock, $1.00 par value (the
"Class B Common Stock"), entitles its holders to 15 votes per share. Sural
Corporation ("Sural") is the sole owner of all of the outstanding shares of
Class B Common Stock (8,786,250 shares outstanding as of March 31, 1996). As
of such date, Sural also owned 1,845,037 shares of Class A Common Stock and
5,315,772 shares of Class A Special Common Stock. Based upon the number of
shares of Class A Common Stock and Class B Common Stock outstanding as of March
31, 1996, Sural is entitled to cast approximately 80% of the votes which all
shareholders are entitled to cast. Ralph J. Roberts, the Chairman of the
Board of Directors of the Company, controls Sural and, in addition, as of March
31, 1996, was the beneficial owner of 835,325 shares of Class A Special Common
Stock and 319,070 shares of Class A Common Stock, excluding shares issuable
upon the exercise of options. In addition, as of such date, Mr. Roberts held
options to purchase 658,125 shares of Class B Common Stock and 5,180,559
shares of Class A Special Common Stock. Mr. Roberts' ownership, directly and
through Sural, allows Mr. Roberts to control substantially all actions to be
taken by the Company's shareholders, including the election of directors to
the Company's Board of Directors. This voting control may have the effect of
discouraging offers to acquire the Company because the consummation of any
such acquisition would effectively require the consent of Mr. Roberts and may
preclude holders of the Company's common stock from receiving any premium
above market price for their shares that may be offered in connection with any
attempt to acquire control of the Company.
Anti-Takeover Effects of Certain Provisions of the Company's Articles of
Incorporation and By-Laws. Certain provisions of the Company's articles of
incorporation and by-laws could have the effect of making it more difficult
for a third party to acquire, or discouraging a third party from acquiring, a
majority of the outstanding capital stock of the Company and could make it
more difficult to consummate certain types of transactions involving an actual
or potential change of control in the Company, such as a merger, tender offer
or proxy contest. The most significant of these provisions is the disparate
voting rights of the Company's common stock described above. Additionally,
shares of preferred stock may be issued in the future without further
shareholder approval and upon such terms and conditions, and having such
rights, privileges and preferences as the Company's Board of Directors may
determine.
Risks Associated With International Investments. The Company has made,
and intends to continue to consider making, investments in companies located
outside the United States ("US"). Such investments are subject to risks and
uncertainties relating to the economic, social and political climate of those
countries. Risks specifically related to foreign investments may include
risks of fluctuation in currency valuation, expropriation, confiscatory
taxation and nationalization, increased regulation and approval requirements
and governmental regulation limiting returns to foreign investors.
Dividend Policy. The Company began paying quarterly dividends on its
Class A Common Stock in 1977. Since 1978, the Company has paid equal
dividends on both the Class A Common Stock and the Class B Common Stock.
Since December 1986, when the Class A Special Common Stock was issued, the
Company has paid equal per share dividends on shares of all classes of its
common stock.
It is the intention of the Company's Board of Directors to continue to
pay regular quarterly cash dividends on all classes of its common stock. The
declaration and payment of future dividends on the Company's common stock, on
the Series A Convertible Preferred Stock and on any preferred stock
subsequently issued and their amounts depend upon the results of operations,
financial condition and capital needs of the Company, contractual restrictions
on the Company and its subsidiaries and other factors. The Company is a
holding company and its ability to pay cash dividends will depend on its
ability to receive cash dividends, advances and other payments from its
subsidiaries. Certain agreements to which certain of the Company's
subsidiaries are a party contain restricted payment provisions that limit the
amount of cash dividends, advances and other payments that those subsidiaries
may pay to the Company.
THE COMPANY
Unless the context indicates otherwise, information contained herein gives
effect to the consummation of the Sports Venture Acquisition (as defined
below). See "--Recent Developments--Regional Sports Venture."
Business
The Company is principally engaged in the development, management and
operation of wired and wireless telecommunications and the provision of
content. Wired telecommunications includes cable and telecommunications
services in the US and the United Kingdom ("UK"). Wireless telecommunications
includes cellular services, personal communications services, provided through
the Company's investment in Sprint Spectrum (as defined below), and direct to
home satellite television. Content is provided through QVC, Inc. and its
subsidiaries ("QVC"), an electronic retailer, Comcast Content & Communications
Corporation and other programming investments. The Company's consolidated
domestic cable operations served more than 3.4 million subscribers and passed
more than 5.5 million homes as of March 31, 1996. The Company owns a 50%
interest in Garden State Cablevision L.P., a cable communications company
serving approximately 201,000 subscribers and passing approximately 293,000
homes as of March 31, 1996. In the UK, a subsidiary of the Company, Comcast
UK Cable Partners Limited, holds ownership interests in four cable and
telephony businesses that collectively have the potential to serve over 1.6
million homes. The Company provides cellular telephone communications
services pursuant to licenses granted by the FCC in markets with an aggregate
population of over 8.3 million, including the area in and around the City of
Philadelphia, Pennsylvania, the State of Delaware and a significant portion of
the State of New Jersey. Through QVC, the Company markets a wide variety of
products and reaches over 54 million homes across the US and an additional
five million in the UK. See "--Recent Developments."
The Company was organized in 1969 under the laws of the Commonwealth of
Pennsylvania and has its principal executive offices at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148, (215) 665-1700.
Recent Developments
Regional Sports Venture. On July , 1996, the Company completed its
acquisition (the "Sports Venture Acquisition") of an interest of approximately
66% in Philadelphia Flyers Limited Partnership, a Pennsylvania limited
partnership ("PFLP"), the assets of which, after giving effect to the Sports
Venture Acquisition, consist of (i) the National Basketball Association
("NBA") franchise to own and operate the Philadelphia 76ers basketball team and
related assets (the "Sixers"), (ii) the National Hockey League ("NHL")
franchise to own and operate the Philadelphia Flyers hockey team and related
assets, and (iii) two adjacent arenas, leasehold interests in and development
rights related to the land underlying such arenas and other adjacent parcels
of land located in Philadelphia, Pennsylvania (collectively, the "Arenas").
Concurrently with the completion of the Sports Venture Acquisition, PFLP was
renamed Comcast Spectacor, L.P. ("Comcast Spectacor").
The Sports Venture Acquisition was completed in two steps. In April 1996,
the Company purchased the Sixers from Mr. Harold Katz for $125.0 million in
cash plus assumed net liabilities of approximately $11.0 million through a
partnership controlled by the Company. To complete the Sports Venture
Acquisition, the Company contributed its interest in the Sixers, exchanged the
Merger Shares and the Preferred Shares and paid $15.0 million in cash for its
current interest in Comcast Spectacor. See "Selling Shareholders." The
remaining interest of approximately 34% in Comcast Spectacor is owned by a
group of persons including Edward M. Snider ("Snider"), the former majority
owner of PFLP. A company owned by Snider manages Comcast Spectacor. In
connection with the Sports Venture Acquisition, Comcast Spectacor assumed the
outstanding liabilities relating to the Sixers and the Arenas, including a
mortgage obligation of approximately $155.0 million. The Company anticipates
that it will account for its interest in Comcast Spectacor under the equity
method.
Sprint Spectrum. Effective as of January 1996, the Company,
Tele-Communications, Inc., Cox Communications, Inc. and Sprint Corporation
(collectively, the "Parents"), and certain subsidiaries of the Parents,
entered into a series of agreements relating to their joint venture to engage
in the communications business announced in March 1995. Under an Amended and
Restated Agreement of Limited Partnership of MajorCo, L.P. (known as "Sprint
Spectrum"), the business of Sprint Spectrum will be the provision of wireless
telecommunications services and will not include the previously authorized
business of providing local wireline communications services to residences and
businesses. A partnership owned entirely by subsidiaries of the Company owns
15% of Sprint Spectrum. The Company accounts for its investment in Sprint
Spectrum under the equity method.
Scripps Cable. In October 1995, the Company announced its agreement to
acquire the cable television operations ("Scripps Cable") of The E.W. Scripps
Company in exchange for shares of the Company's Class A Special Common Stock,
worth $1.575 billion, subject to certain closing adjustments (the "Scripps
Transaction"). Scripps Cable passes approximately 1.2 million homes and
serves approximately 800,000 subscribers, with over 60% of the subscribers
located in Sacramento, California and Chattanooga and Knoxville, Tennessee.
The acquisition is expected to close in the third quarter of 1996, subject to
shareholder and regulatory approval and certain other conditions.
USE OF PROCEEDS
The Company will not receive any proceeds from the sales hereunder of the
Shares but will bear certain of the expenses thereof. See "Plan of
Distribution."
SELLING SHAREHOLDERS
The Shares are being offered for the account of one or more of the Selling
Shareholders and the Permitted Transferees. Each of the Selling Shareholders
and Permitted Transferees may offer any Shares it holds in separate
transactions or in a single transaction. The Merger Shares and the Preferred
Shares were issued to the Selling Shareholders in connection with the
consummation of the Sports Venture Acquisition, pursuant to an agreement and
plan of merger (the "Sports Venture Merger Agreement") among the Company, a
wholly owned subsidiary of the Company (the "Merger Subsidiary"), Philadelphia
Hockey Club, Inc., a Pennsylvania corporation ("PHCI"), Spectrum, Ltd., a
Pennsylvania corporation ("Spectrum"), and each of the Selling Shareholders.
Pursuant to the Sports Venture Merger Agreement, PHCI and Spectrum were merged
with and into the Merger Subsidiary (the "Sports Venture Merger"). Any or all
of the Preferred Shares are convertible into shares of Class A Special Common
Stock at the option of the holders of the Preferred Shares, subject to certain
conditions. The number of Conversion Shares issued upon conversion of the
Preferred Shares into Class A Special Common Stock is subject to certain
anti-dilution adjustments. See "Description of Capital Stock--Preferred
Stock." Prior to the Sports Venture Merger, all of the outstanding capital
stock of PHCI was owned by Snider and all of the outstanding capital stock of
Spectrum was owned by the Selling Shareholders other than Snider. Immediately
prior to the completion of the Sports Venture Acquisition, PHCI and Spectrum
owned an aggregate 44.89% partnership interest in PFLP. See "The
Company--Recent Developments--Regional Sports Venture."
Upon consummation of the Sports Venture Merger (the "Effective Time"),
the Selling Shareholders beneficially owned an aggregate of
4,828,898 shares of Class A Special Common Stock, including 1,332,077 shares
of Class A Special Common Stock into which the Preferred Shares are
convertible (prior to any anti-dilution adjustments). The number of shares of
Class A Special Common Stock beneficially owned by each Selling Shareholder
(prior to any anti-dilution adjustments) is set forth in the table below.
Microfilm Number 9644-735 Filed with the Department of
State on June 24, 1996
Entity Number 74263 /s/ Yvette Kane
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-915 (Rev 90)
In compliance with the requirements of 15 Pa. C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1.The name of the corporation is: Comcast Corporation
2.The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 1500 Market Street, 35th Floor Philadelphia PA 19102 Philadelphia
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Number and Street City State Zip County
(b) c/o:-------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
3.The statute by or under which it was incorporated is: Pennsylvania
Business Corporation Law
4.The date of its incorporation is: March 5, 1969
5.(Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of Amendment
---- in the Department of State.
---- The amendment shall be effective on: _______________ or _______________
Date Hour
6.(Check one of the following):
X
---- The amendment was adopted by the shareholders (or members)
pursuant to 15 Pa.C.S. Section 1914(a) and (b).
---- The amendment was adopted by the board of directors
pursuant to 15 Pa. C.S. Section 1914(c).
7.(Check, and if appropriate complete, one of the following):
---- The amendment adopted by the corporation, set forth in full, is
as follows:
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
X
---- The amendment adopted by the corporation is set forth in
full in Exhibit A attached hereto and made a part hereof.
8.(Check if the amendment restates the Articles):
---- The restated Articles of Incorporation supersede the original
Articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 19th
day of June , 1996.
COMCAST CORPORATION
___________________________
(Name of Corporation)
/s/ Stanley Wang
BY:___________________________
(Signature) Stanley Wang
TITLE: Secretary
________________________
EXHIBIT A
Comcast Corporation Articles of Amendment
June 19, 1996
Paragraph (a) of Article 5 of the Company's Articles of
Incorporation is amended to as to read as herein set forth in full:
"(a)Each Share of Class A Common Stock shall entitle the holder
thereof to one (1) vote. Each share of Class B Common Stock shall
entitle the holder thereof to fifteen (15) votes. Holders of shares of
Class A Special Common Stock shall not be entitled to vote for the
election of directors or any other matter except as may be required by
applicable law, in which case each share of Class A Special Common Stock
shall entitle the holder thereof to one (1) vote."
Paragraph (c) of Article 5 of the Company's Articles of
Incorporation is amended so as to read as herein set forth in full:
"(c)The holders of Class A Common Stock, the holders of Class A
Special Common Stock, and the holders of Class B Common Stock, shall be
entitled to receive, from time to time, when and as declared by the
Board of Directors, such dividends of stock of this corporation or other
property as the Board of Directors may determine, out of such funds as
are legally available therefor. Stock dividends on, or stock splits of,
any class of Common Stock shall not be paid or issued only in shares of
that class; provided, however, that stock dividends on, or stock splits
of, Class A Common Stock, Class A Special Common Stock, or Class B
Common Stock may be paid or issued in shares of either Class A Common
Stock or Class A Special Common Stock. Any decrease in the number of
shares of any class of Common Stock resulting in a combination or
consolidation of shares or other capital reclassification shall not be
permitted unless parallel action is taken with respect to each other
class of Common Stock, so that the number of shares of each class of
Common Stock outstanding shall be decreased proportionately.
Notwithstanding anything to the contrary contained herein, in the event
of a distribution of property, plan of merger or consolidation, plan of
asset transfer, plan of division, plan of exchange, or recapitalization
pursuant to which holders of Class A Common Stock, holders of Class A
Special Common Stock, and holders of Class B Common Stock would be
entitled to receive equity interests of one or more corporations
(including, without limitation, this corporation) or other entities, or
rights to acquire such equity interests, then the Board of Directors of
this corporation may, by resolution duly adopted, provide that the
holders of Class A Common Stock, the holders of Class A Special Common
Stock, and the holders of Class B Common Stock, respectively and as
separate classes, shall receive with respect to their Class A Common
Stock, Class A Special Common Stock, or Class B Common Stock (whether by
distribution, exchange, redemption or otherwise), in proportion to the
number of shares held by them, equity interests (or rights to acquire
such equity interests) of separate classes or series having
substantially equivalent relative designations, preferences,
qualifications, privileges, limitations, restrictions and rights as the
relative designations, preferences, qualifications, privileges,
limitations, restrictions and rights of the Class A Common Stock, Class
A Special Common Stock and Class B. Common Stock. Except as provided
above, if there should be any distribution of property or stock, asset
transfer, division, share exchange, recapitalization or reorganization
of the corporation, the holders of Class A Common Stock, the holders of
Class A Special Common Stock, and the holders of Class B Common Stock
shall receive the shares of stock, other securities or rights or other
assets as would be issuable or payable upon such distribution, merger,
consolidation, purchase or acquisition of such property or stock, asset
transfer, division, share exchange, recapitalization or reorganization
in proportion to the number of shares held by them, respectively,
without regard to class."
Paragraph (e) of Article 5 of the Company's Articles of Incorporation is
amended so as to read as herein set forth in full:
"(e)Except where holders of Class A Special Common Stock are
expressly required to vote under applicable law, only the holders of
Class A Common Stock and holders of Class B Common Stock shall be
entitled to vote and shall vote as a single class on all matters with
respect to which a vote of the shareholders of this Corporation is
required or permitted under applicable law, the Articles of
Incorporation of this Corporation, or the By-Laws of this Corporation
including, but not limited to, matters concerning the sale, lease or
exchange of all or substantially all of the property and assets of this
Corporation, mergers or consolidations with another corporation or
corporations, dissolutions of this Corporation, or amendments to the
Articles of Incorporation of this Corporation Except as provided in
paragraph (f) of this Article Five, whenever applicable law, the
Articles of Incorporation of this Corporation or the By-Laws of this
Corporation provide for the necessity of an "affirmative vote of the
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon," or "a majority of the voting
stock," or language of similar effect, any and all such language shall
mean that the Class A Common Stock and the Class B Common Stock shall
vote as one class and that a majority consists of a majority of the
total number of votes entitled to be case in accordance with the
provisions of paragraph (a) of this Article Five, so that each share of
Class A Common Stock shall entitle the holder thereof to one (1) vote
and that each share of the Class B Common Stock shall entitle the holder
thereof to fifteen (15) votes."
Paragraph (f) of Article 5 of the Company's Articles of Incorporation is
amended so as to read as herein set forth in full:
"(f)Each and any provision of the Articles of Incorporation of
this Corporation may from time to time, when and as desired, be amended
by a resolution of the Board of Directors and the affirmative vote of a
majority of the votes cast by all shareholders entitled to vote thereon,
as determined in accordance with the provisions of paragraph (a) of this
Article Five, so that each share of Class A Common Stock shall entitle
the holder thereof to one (1) vote and that each share of the Class B
Common Stock shall entitle the holder thereof to fifteen (15) votes.
There shall be no class voting on any such amendments or on any other
matter except as shall be required by applicable law, in which case
there shall be required the affirmative vote of a majority of the votes
cast by the holders of the outstanding shares of each class entitled to
vote by applicable law, voting as a separate class."
Microfilm Number ______________________ Filed with the Department of
State on
Entity Number _________________________ _____________________________
Secretary of the Commonwealth
STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
DSCB:15-1522 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. Section 1522(b) (relating
to statement with respect to shares), the undersigned
corporation, desiring to state the designation and voting rights, preferences,
limitations, and special rights, if any, of a class or series
of its shares, hereby states that:
1.The name of the corporation is: Comcast Corporation
_____________________________________________________________________________
2.(Check and complete one of the following):
_______ The resolution amending the Articles under 15 Pa.C.S. Section 1522(b)
(relating to divisions and determinations by the board), set forth in full is
as follows:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
X
---- The resolution amending the Articles under 15 Pa.C.S. Section
1522(b) is set forth in full in Exhibit A attached hereto and made a part
hereof.
3.The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed
under 15 Pa.C.S Section 1522 or corresponding provisions of prior law with
respect thereto, and (c) any other provision of the Articles is 6,370
shares of 5% Series A Convertible Preferred Stock.
4.The resolution was adopted by the Board of Directors or an authorized
committee thereof on: June 19, 1996
5.(Check, and if appropriate complete, one of the following):
X
---- The resolution shall be effective upon the filing of this
statement with respect to shares in the Department of State.
____ The resolution shall be effective on:_____________ or _____________
Date Hour
IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to
be signed by a duly authorized officer thereof this
_____________________________ day of ____________________, 1996.
Comcast Corporation
______________________
(Name of Corporation)
BY:___________________
(Signature)
TITLE:________________
EXHIBIT A
STATEMENT OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF 5% SERIES A CONVERTIBLE PREFERRED STOCK
of
COMCAST CORPORATION
Pursuant to Section 1522 of the Pennsylvania Business
Corporation Law
We, the undersigned, Stanley Wang, Senior Vice President, and
Arthur R. Block, Assistant Secretary, of Comcast Corporation, a Pennsylvania
corporation (hereinafter called the "Corporation"), pursuant to the provisions
of Section 1522 of the Pennsylvania Business Corporation Law of 1988, as
amended, do hereby make this Statement of Designations and do hereby state and
certify that pursuant to the authority expressly vested in the Board of
Directors of the Corporation by the Restated Articles of Incorporation, the
Board of Directors duly adopted the following resolution on June 19, 1996:
RESOLVED, that, pursuant to Article 5 of the Restated Articles
of Incorporation of the Corporation (the "Restated Articles of Incorporation")
(which authorizes 20 million shares of preferred stock, without par value
("Preferred Stock"), of which no shares are currently issued and outstanding),
the Board of Directors hereby fixes the powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, of a series of Preferred Stock.
RESOLVED, that each share of such series of Preferred Stock
shall rank equally in all respects and shall be subject to the following
provisions:
(1) Number and Designation. Six thousand three hundred
seventy (6,370) shares of the Preferred Stock of the Corporation shall be
designated as 5% Series A Convertible Preferred Stock (the "Series A Preferred
Stock").
(2) Definitions. For purposes of the Series A Preferred
Stock, the following terms shall have the meanings indicated:
"Board of Directors" shall mean the board of directors of the
Corporation or the Executive Committee, if any, of such board of
directors or any other committee duly authorized by such board of
directors to perform any of its responsibilities with respect to the
Series A Preferred Stock.
"Business Day" shall mean any day other than a Saturday, Sunday
or a day on which state or federally chartered banking institutions
in New York, New York are not required to be open.
"Class A Common Stock" shall mean the Corporation's Class A
Common Stock, $1.00 par value.
"Class B Common Stock" shall mean the Corporation's Class B
Common Stock, $1.00 par value.
"Common Stock" shall mean the Special Common Stock, the Class A
Common Stock and the Class B Common Stock and any other class of
common stock authorized by the Corporation.
"Constituent Person" shall have the meaning set forth in
paragraph (8)(e) hereof.
"Conversion Ratio" shall have the meaning set forth in
paragraph (8)(a) hereof.
"Current Market Price" of publicly traded shares of Special
Common Stock or any other class of capital stock or other security of
the Corporation or any other issuer for any day shall mean (i) if the
security is then listed or admitted to trading on a national
securities exchange in the United States, the last reported sale
price, regular way, for the security as reported in the consolidated
transaction or other reporting system for securities listed or traded
on such exchange, or (ii) if the security is quoted on the Nasdaq
National Market, the last reported sale price, regular way, for the
security as reported on such list, or (iii) if the security is not so
admitted for trading on any national securities exchange or the
Nasdaq National Market, the average of the last reported closing bid
and asked prices reported by the National Association of Securities
Dealers, Inc., Automated Quotations System as furnished by any member
in good standing of the National Association of Securities Dealers,
Inc., selected from time to time by the Company for that purpose or
as quoted by the National Quotation Bureau Incorporated. In the
event that no such quotation is available for such day, the Current
Market Price shall be the average of the quotations for the last five
Trading Days for which a quotation is available within the last 30
Trading Days prior to such day. In the event that five such
quotations are not available within such 30-Trading Day period, the
Board of Directors shall be entitled to determine the Current Market
Price on the basis of such quotations as it considers appropriate.
"Determination Date" shall have the meaning set forth in
paragraph 8(d) hereof.
"Dividend Payment Date" shall mean the first calendar day of
January, April, July and October in each year, commencing on October
1, 1996; provided, however, that if any Dividend Payment Date falls
on any day other than a Business Day, the dividend payment due on such
Dividend Payment Date shall be paid on the Business Day immediately
following such Dividend Payment Date.
"Dividend Periods" shall mean quarterly dividend periods
commencing on January 1, April 1, July 1 and October 1 of each year
and ending on and including the day preceding the first day of the
next succeeding Dividend Period (other than the initial Dividend
Period, which shall commence on the Issue Date and end on and include
September 30, 1996).
"Fair Market Value" shall mean the average of the daily Current
Market Prices of a share of Special Common Stock for the 20 Trading
Days selected by the Corporation within the 30 consecutive Trading
Days immediately prior to the date for which such value is to be
computed.
"Issue Date" shall mean the first date on which shares of
Series A Preferred Stock are issued.
"Junior Securities" shall have the meaning set forth in
paragraph (3) hereof.
"Nasdaq" means the National Association of Securities Dealers,
Inc. Automated Quotations System.
"non-electing share" shall have the meaning set forth in
paragraph (8)(e) hereof.
"NYSE" means the New York Stock Exchange.
"outstanding", when used with reference to shares of stock,
shall mean issued shares, excluding shares held by the Corporation or
a subsidiary.
"Parity Securities" shall have the meaning set forth in
paragraph (3) hereof.
"Person" shall mean any individual, a corporation, a
partnership, an association, a joint-stock company, a trust, any
unincorporated organization, or a government or political subdivision
thereof.
"Preferred Stock" shall have the meaning set forth in the first
resolution above.
"Securities" shall have the meaning set forth in paragraph
(8)(d) hereof.
"Senior Securities" shall have the meaning set forth in
paragraph (3) hereof.
"Series A Preferred Stock" shall have the meaning set forth in
paragraph (1) hereof.
"set apart for payment" shall be deemed to include, without any
action other than the following, the recording by the Corporation in
its accounting ledgers of any accounting or bookkeeping entry which
indicates, pursuant to a declaration of dividends or other
distribution by the Board of Directors, the allocation of funds to be
so paid on any series or class of capital stock of the Corporation;
provided, however, that if any funds for any class or series of
Junior Securities or any class or series of Parity Securities are
placed in a separate account of the Corporation or delivered to a
disbursing, paying or other similar agent, then "set apart for
payment" with respect to the Series A Preferred Stock shall mean
placing such funds in a separate account or delivering such funds to
a disbursing, paying or other similar agent.
"Special Common Stock" shall mean the Corporation's Class A
Special Common Stock, $1.00 par value.
"Trading Day" shall mean any day on which the securities in
question are traded on the NYSE, or if such securities are not listed
or admitted for trading on the NYSE, on the principal national
securities exchange on which such securities are listed or admitted,
or if not listed or admitted for trading on any national securities
exchange, on the Nasdaq National Market, or if such securities are
not quoted thereon, in the applicable securities market in which the
securities are traded.
"Transaction" shall have the meaning set forth in paragraph
(8)(e) hereof.
(3) Rank. Any class or series of stock of the Corporation
shall be deemed to rank:
(A) prior to the Series A Preferred Stock, either as to the
payment of dividends or as to distribution of assets upon
liquidation, dissolution or winding up, or both, if the holders of
such class or series shall be entitled by the terms thereof to the
receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, or both, in preference or priority to the
holders of Series A Preferred Stock ("Senior Securities");
(B) on a parity with the Series A Preferred Stock, either as
to the payment of dividends or as to distribution of assets upon
liquidation, dissolution or winding up, or both, whether or not the
dividend rates, dividend payment dates or redemption or liquidation
prices per share thereof be different from those of the Series A
Preferred Stock, if the holders of the Series A Preferred Stock and
of such class of stock or series shall be entitled by the terms
thereof to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, or both, in proportion to
their respective amounts of accrued and unpaid dividends per share or
liquidation preferences, without preference or priority one over the
other ("Parity Securities"); and
(C) junior to the Series A Preferred Stock, either as to the
payment of dividends or as to the distribution of assets upon
liquidation, dissolution or winding up, or both, if such stock or
series shall be Common Stock or if the holders of the Series A
Preferred Stock shall be entitled to receipt of dividends, or of
amounts distributable upon liquidation, dissolution or winding up, as
the case may be, in preference or priority to the holders of shares
of such stock or series ("Junior Securities").
The respective definitions of Senior Securities, Junior Securities and Parity
Securities shall also include any rights or options exercisable for or
convertible into any of the Senior Securities, Junior Securities and Parity
Securities, as the case may be. The Series A Preferred Stock shall be subject
to the creation of Senior Securities, Junior Securities and Parity Securities.
(4) Dividends. (a) The holders of shares of Series A
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available for the payment of
dividends, cash dividends at the annual rate of $250.00 per share. Such
dividends shall be payable in arrears quarterly on each Dividend Payment Date.
The Board of Directors shall declare and pay such dividends for each Dividend
Period so long as there are funds legally available for the payment thereof
and for the payment of any dividends required to be paid on any Parity
Securities through the relevant Dividend Payment Date. Dividends on the Series
A Preferred Stock shall be cumulative from the Issue Date whether or not in
any Dividend Period or Periods there shall be funds of the Corporation legally
available for the payment of such dividends. Each such dividend shall be
payable to the holders of record of shares of the Series A Preferred Stock,
as they appear on the stock records of the Corporation at the close of
business on the record date for such dividend. Upon the declaration of any
such dividend, the Board of Directors shall fix as such record date the tenth
Business Day preceding the relevant Dividend Payment Date. Accrued and unpaid
dividends for any past Dividend Periods may be declared and paid at any time,
without reference to any Dividend Payment Date, to holders of record on such
record date, not more than 45 days nor less than five Business Days preceding
the payment date thereof, as may be fixed by the Board of Directors; provided
that such accrued and unpaid dividends for any past Dividend Periods shall be
declared and paid as soon as there are funds legally available for the payment
thereof and for the payment of any accrued and unpaid dividends on any Parity
Securities.
(b) The amount of dividends payable for each full Dividend
Period for the Series A Preferred Stock shall be computed by dividing the
annual dividend rate by four. The amount of dividends payable for the initial
Dividend Period, or any other period shorter than a full Dividend Period, on
the Series A Preferred Stock shall be computed on the basis of the actual
number of days in such period. Holders of shares of Series A Preferred Stock
shall not be entitled to any dividends, whether payable in cash, property or
stock, in excess of cumulative dividends, as herein provided, on the Series A
Preferred Stock. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Series A
Preferred Stock that may be in arrears.
(c) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends, except as described in the next succeeding
sentence, shall be declared or paid or set apart for payment on Parity
Securities, for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for such payment on the Series A Preferred Stock
for all Dividend Periods terminating on or prior to the date of payment of the
dividend on such class or series of Parity Securities. When dividends are not
paid in full or a sum sufficient for such payment is not set apart, as
aforesaid, all dividends declared upon shares of the Series A Preferred Stock
and all dividends declared upon Parity Securities shall be declared ratably in
proportion to the respective amounts of dividends accumulated and unpaid on the
Series A Preferred Stock and accumulated and unpaid on such Parity Securities.
(d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends (other than (i) any rights issued pursuant to a
shareholder rights plan and (ii) dividends or distributions paid in shares of,
or options, warrants or rights to subscribe for or purchase shares of, Junior
Securities) shall be declared or paid or set apart for payment or other
distribution declared or made upon Junior Securities, nor shall any Junior
Securities be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of shares of Common Stock made for
purposes of an employee incentive or benefit plan of the Corporation or any
subsidiary) for any consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any shares of any such stock) by the
Corporation, directly or indirectly (except by conversion into or exchange for
Junior Securities), unless in each case (i) the full cumulative dividends on
all outstanding shares of the Series A Preferred Stock and any other Parity
Securities shall have been paid or set apart for payment for all past Dividend
Periods with respect to the Series A Preferred Stock and all past dividend
periods with respect to such Parity Securities and (ii) sufficient funds shall
have been paid or set apart for the payment of the dividend for the current
Dividend Period with respect to the Series A Preferred Stock and the current
dividend period with respect to such Parity Securities.
(5) Liquidation Preference. (a) In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, before any payment or distribution of the assets of the
Corporation (whether capital or surplus) shall be made to or set apart for the
holders of Junior Securities, the holders of the shares of Series A Preferred
Stock shall be entitled to receive $5,000.00 per share of Series A Preferred
Stock plus an amount equal to all dividends (whether or not earned or
declared) accrued and unpaid thereon to the date of final distribution to such
holders; but such holders shall not be entitled to any further payment. If,
upon any liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation, or proceeds thereof, distributable among the holders of
the shares of Series A Preferred Stock shall be insufficient to pay in full
the preferential amount aforesaid and liquidating payments on any Parity
Securities, then such assets, or the proceeds thereof, shall be distributed
among the holders of shares of Series A Preferred Stock and any such other
Parity Securities ratably in accordance with the respective amounts that would
be payable on such shares of Series A Preferred Stock and any such other stock
if all amounts payable thereon were paid in full. For the purposes of this
paragraph (5), (i) a consolidation or merger of the Corporation with one or
more corporations, or (ii) a sale or transfer of all or substantially all of
the Corporation's assets, shall not be deemed to be a liquidation, dissolution
or winding up, voluntary or involuntary, of the Corporation.
(b) Subject to the rights of the holders of any Parity
Securities, upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders of the
Series A Preferred Stock, as provided in this paragraph (5), any other series
or class or classes of Junior Securities shall, subject to the respective
terms and provisions (if any) applying thereto, be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of the Series
A Preferred Stock shall not be entitled to share therein.
(6) Redemption. (a) The Series A Preferred Stock shall not be
redeemable by the Corporation prior to the third anniversary of the Issue
Date. On and after the third anniversary of the Issue Date, to the extent the
Corporation shall have funds legally available for such payment, the
Corporation may redeem at its option shares of Series A Preferred Stock, in
whole or from time to time in part, at a redemption price of $5,000.00 per
share in cash, together with accrued and unpaid dividends thereon to, but
excluding, the date fixed for redemption, without interest, if, for any 20
Trading Days selected by the Corporation within any period of 30 consecutive
Trading Days, the average of the Current Market Prices of a share of Special
Common Stock exceeds 130% of a fraction, the numerator of which shall be
$5,000.00 and the denominator of which shall be the average Conversion Ratio
(as defined below) in effect for such 20 Trading Days; provided, however, that
any such redemption may only be exercised by the Corporation upon provision of
notice to holders in accordance with paragraph 7 within 15 days following the
last day of any such 30-day period.
(b) Unless the provisions of paragraph (6)(a) apply, on and
after the fifth anniversary of the Issue Date, to the extent the Corporation
shall have funds legally available for such payment, the Corporation may
redeem at its option shares of Series A Preferred Stock, in whole or from time
to time in part, at the following redemption prices per share, if redeemed
during the 12-month period beginning July __ in the year indicated if, for any
20 Trading Days selected by the Corporation within any period of 30
consecutive Trading Days, the average of the Current Market Prices of a share
of Special Common Stock exceeds an amount equal to $5,000.00 divided by the
average Conversion Ratio in effect for such 20 Trading Days:
[Letterhead of Comcast Corporation]
July 16, 1996
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. 333-06161) (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 (i) up to
3,496,821 shares (the "Merger Shares") of Class A Special Common Stock, $1.00
par value, of the Company (the "Class A Special Common Stock"), (ii) up to
1,332,077 shares (the "Conversion Shares") of Class A Special Common Stock
issuable upon the conversion, if any, of shares (the "Preferred Shares") of 5%
Series A Convertible Preferred Stock, without par value, of the Company (the
"Preferred Stock") and (iii) an indeterminate additional number of shares
(together with the Merger Shares and the Conversion Shares, the "Shares") of
Class A Special Common Stock as may become issuable upon adjustment of the
conversion ratio applicable to the conversion of the Preferred Shares.
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 Merger Agreement referred
to in the prospectus relating to the resale of the Shares and, with respect to
the Conversion Shares, in accordance with the terms of the Preferred Stock,
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.
Very truly yours,
/s/ Arthur R. Block
--------------------
Arthur R. Block
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No.1 to
Registration Statement No. 333-06161 of Comcast Corporation on Form S-3 of
our report dated February 29, 1996 appearing in the Annual Report on Form
10-K of Comcast Corporation for the year ended December 31, 1995, and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of such Registration Statement.
/s/ Deloitte & Touche LLP
- ---------------------------
Philadelphia, Pennsylvania
July 15, 1996
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No.1 to
Registration Statement No. 333-06161 of Comcast Corporation on Form S-3 of
our report dated February 22, 1996 relating to the combined financial
statements of Scripps Cable, appearing in Amendment Number 3 dated May 10,
1996 to the Current Report on Form 8-K of The E.W. Scripps Company dated
December 28, 1995, and to the reference under the heading "Experts" in the
Prospectus, which is part of such Registration
Statement.
/s/ Deloitte & Touche LLP
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Cincinnati, Ohio
July 15, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
QVC, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Comcast Corporation of our report dated February 2, 1996, with
respect to the consolidated balance sheet of QVC, Inc. and subsidiaries as of
December 31, 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for the eleven-month period ended
December 31, 1995, which report is included as an exhibit to the Annual Report
on Form 10-K of Comcast Corporation for the year ended December 31, 1995 which
Form 10-K is incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
July 15, 1996
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 17, 1995
on the financial statements of Garden State Cablevision L.P. included in
Comcast Corporation's Form 10-K for the year ended December 31, 1995 and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
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Philadelphia, Pa.,
July 15, 1996
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
17, 1995 on the consolidated financial statements of Comcast International
Holdings, Inc. included in Comcast Corporation's Form 10-K for the year
ended December 31, 1995, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
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Philadelphia, PA
July 15, 1996