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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 1999
COMCAST CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-6983 23-1709202
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(State or other (Commission file (IRS employer
jurisdiction of number) identification
incorporation) no.)
1500 Market Street, Philadelphia, PA 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 665-1700
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1
Item 5. Other Events.
Exhibits are filed herewith in connection with the Registration
Statement on Form S-3 (File No. 33-50785) originally filed October 27, 1993 and
the abbreviated registration statement on Form S-3 to register additional
securities to be filed March 11, 1999, in each case, by Comcast Corporation (the
"Company").
On March 9, 1999, the Company filed a preliminary prospectus
supplement (the "Preliminary Prospectus Supplement") pursuant to Rule 424(b) of
the Securities Act of 1933, as amended, relating to % Exchangeable Extendable
Subordinated Debentures due 2029 (the "Debentures"). The form of Supplemental
Indenture with respect to the indenture pursuant to which the Debentures would
be issued is filed as an exhibit hereto, as well as a tax opinion relating to
certain disclosure contained in the Preliminary Prospectus Supplement.
2
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4. Form of Supplemental Indenture dated as of March 15, 1999 between
the Company and Bankers Trust Company.
8. Opinion of Davis Polk & Wardwell (relating to tax matters).
23. Consent of Davis Polk & Wardwell (included in Exhibit 8).
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 11, 1999 COMCAST CORPORATION
By: /s/ Arthur R. Block
----------------------------------------
Name: Arthur R. Block
Title: Senior Deputy General Counsel
and Vice President
4
EXHIBIT INDEX
Exhibit No. Exhibit
4. Form of Supplemental Indenture dated as of March 15, 1999
between the Company and Bankers Trust Company
8. Opinion of Davis Polk & Wardwell (relating to tax matters)
23. Consent of Davis Polk & Wardwell (included in Exhibit 8)
5
EXHIBIT 4
COMCAST CORPORATION
AND
BANKERS TRUST COMPANY,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of March 15, 1999
To the Indenture dated as of
February 20, 1991
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Subordinated Debentures
THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), is
made as of March 15, 1999 between Comcast Corporation, a corporation organized
and existing under the laws of the Commonwealth of Pennsylvania (the "Company"),
and Bankers Trust Company, a New York banking organization with its principal
offices in New York, New York, as Trustee hereunder (hereinafter called the
"Trustee").
RECITALS
WHEREAS, the Company executed and delivered an Indenture dated as of
February 20, 1991 between the Company and the Trustee to provide for the
issuance from time to time of its debentures, notes or other evidences on
indebtedness, to be issued in one or more series as herein provided;
WHEREAS, the Company desires to execute and deliver a further
amendment to the Indenture for the purpose of amending the definition of "Senior
Indebtedness" contained in the Indenture (the "Proposed Amendment");
WHEREAS, Section 12.1 of the Indenture provides that the Company may,
without consent of the Debentureholders and subject to the conditions and
restrictions contained in the Indenture, change or eliminate any of the
provisions of the Indenture, provided that such change or elimination is
effective only when there is not Debenture outstanding of any series created
prior thereto which is entitled to the benefit of such provision;
WHEREAS, there is no Debenture outstanding of any series created prior
hereto which is entitled to the benefit of such provision;
WHEREAS, all other conditions and requirements necessary to make this
Supplemental Indenture a valid and binding instrument in accordance with its
terms and the terms of the Indenture have been satisfied.
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the Company and the Trustee hereby covenant and
agree, for the equal and proportionate benefit of all holders from time to time
of the Securities as follows:
All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Indenture.
2
ARTICLE 1
AMENDMENTS TO CERTAIN PROVISIONS OF INDENTURE
SECTION 1.01. Amendment of Certain Provisions of the Indenture. The
Indenture is hereby amended in the following respects:
(a) Sub-clause (ii) of clause (a) under the definition of "Senior
Indebtedness" contained in Section 1.1 is hereby deleted in its entirety and
replaced with the following:
"(ii) all indebtedness for money borrowed by another person in
which the Company has a controlling equity interest, and
guaranteed directly or indirectly by the Company (whether such
guarantee is outstanding on the date of this Indenture or
hereafter created or incurred), or".
(b) Clause (b) under the definition of "Senior Indebtedness" contained
in Section 1.1 is hereby deleted in its entirety and replaced with the
following:
"(b) any obligation to purchase or guarantee indebtedness of,
to supply funds to or to invest in, another person in which
the Company has a controlling equity interest (whether such
guarantee is outstanding on the date of this Indenture or
hereafter created or incurred), or".
ARTICLE 2
SUNDRY PROVISIONS
SECTION 2.01. Effect of Supplemental Indenture. Upon the execution and
delivery of this Supplemental Indenture by the Company and the Trustee, the
Indenture shall be modified in accordance herewith, and this Supplemental
Indenture shall form a part of the Indenture for all purposes; and every holder
of Debentures heretofore or hereafter authenticated and delivered under the
Indenture shall be bound thereby. Upon the execution of this Supplemental
Indenture, the Proposed Amendment shall automatically take effect without the
requirement of any further action by or notice to the Company.
SECTION 2.02. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
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SECTION 2.03. Indenture and Supplemental Indenture Construed Together.
This Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
SECTION 2.04. Confirmation and Preservation of Indenture. The
Indenture as supplemented by this Supplemental Indenture is in all respects
confirmed and preserved.
SECTION 2.05. Conflict with Trust Indenture Act. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with another
provision hereof which is required to be included in this Supplemental Indenture
by any of the provisions of the Trust Indenture Act, such required provision
shall control.
SECTION 2.06. Certain Duties and Responsibilities of the Trustee. In
entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee, whether or not
elsewhere herein so provided. The Trustee, for itself and its successor or
successors, accepts the terms of the Indenture as amended by this Supplemental
Indenture, and agrees to perform the same, but only upon the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture. The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture other than as to the validity of its execution and
delivery by the Trustee.
SECTION 2.07. Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
SECTION 2.08. Successors and Assigns. All covenants and agreements in
this Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
SECTION 2.09. Separability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 2.10. Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, the Indenture or the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder
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and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Supplemental Indenture.
SECTION 2.11. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
5
IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Supplemental
Indenture to be signed in its corporate name, and BANKERS TRUST COMPANY, as
Trustee has caused this Supplemental Indenture to be signed in its corporate
name, all as of the day and year first above written.
COMCAST CORPORATION
By________________________________
[CORPORATE SEAL]
ATTEST:
________________________________
BANKERS TRUST COMPANY
As Trustee
By:_______________________________
Vice President
[CORPORATE SEAL]
ATTEST:
________________________________
Assistant Secretary
6
COMMONWEALTH OF PENNSYVANIA
COUNTY OF PHILADELPHIA ss.:
On the 15 day of March, 1999, before me personally came Julian A.
Brodsky, to me known, who, being by me duly sworn, did depose and say that he
resides at Philadelphia, PA.: that he is the Vice Chairman of COMCAST
CORPORATION, a Pennsylvania corporation, the corporation described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
[NOTARIAL SEAL]
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STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On the 15 day of March, 1999, before me personally came __________, to
me know, who, being by me duly sworn, did depose and say that he or she resides
at _______________; that he or she is a Vice President of BANKERS TRUST COMPANY,
the New York banking corporation described in and which executed the above
instrument; that he or she knows the seal of said New York banking corporation;
that the seal affixed to the said instrument is such seal; that it was so
affixed by authority of the Board of Directors of said New York banking
corporation; and that he or she signed his or her name thereto by like
authority.
[NOTARIAL SEAL]
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7
EXHIBIT 8
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
212-450-4000
March 10, 1999
Re: Comcast Corporation % Exchangeable Extendable Subordinated
Debentures Due 2029
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
Ladies and Gentlemen:
We have acted as tax counsel for Comcast Corporation (the "Company")
in connection with the proposed issuance and sale of the Company's %
Exchangeable Extendable Subordinated Debentures due 2029 (the "PHONES"). We
hereby confirm the opinion (the "Opinion") set forth under the caption "Certain
United States Federal Income Tax Considerations" in the preliminary prospectus
supplement (the "Preliminary Prospectus Supplement") dated as of March 9, 1999
and filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended
(the "Securities Act"), in connection with the registration statement (the
"Registration Statement") on Form S-3, number 33-50785, originally filed by the
Company with the Securities and Exchange Commission on October 27, 1993 and the
abbreviated registration statement (the "Abbreviated Registration Statement")
on Form S-3 to register the sale of additional securities, to be filed on March
11, 1999 pursuant to Rule 462(b) of the Securities Act (which itself relates to
the Registration Statement). Capitalized terms used herein but not defined have
the same meanings as provided in the Preliminary Prospectus Supplement.
In rendering the Opinion, we have relied upon, among other things,
facts furnished to us by the Company and contained in the Preliminary
Prospectus Supplement, and have assumed that the transaction contemplated by
the Preliminary Prospectus Supplement will be consummated in accordance
therewith.
Comcast Corporation 2 March 10, 1999
We hereby consent to the use of our name under the caption "Certain
United States Federal Income Tax Considerations" in the Preliminary Prospectus
Supplement, which is a part of the Registration Statement and the Abbreviated
Registration Statement. The issuance of such a consent does not concede that we
are an "Expert" for the purposes of the Securities Act of 1933.
Very truly yours,
/s/ Davis Polk & Wardwell