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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
----------------------
August 9, 1999
(Date of earliest event reported)
COMCAST CORPORATION
(Exact name of registrant as specified in charter)
Pennsylvania 0-6983 23-1709202
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1500 Market Street, Philadelphia, Pennsylvania 19102-2148
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (215) 665-1700
ITEM 5. Other Events.
On August 9, 1999, Comcast Corporation (the "Company"),
announced that it plans to commence an offer to exchange (the "Exchange Offer")
1.4 shares of its Class A Special Common Stock for each share of Class A Common
Stock or Common Stock of Jones Intercable, Inc., ("Jones Intercable"), for up to
79% of the combined number of shares of Jones Intercable Class A Common Stock
and Common Stock outstanding (subject to certain terms and conditions to be
contained in the offer documents). Based on the closing market prices of the
Company's Class A Special Common Stock, Jones Intercable Class A Common Stock
and Jones Intercable Common Stock as of August 6, 1999, the Exchange Offer would
value each share of Jones Intercable Class A Common Stock at $50.31, a 9.1%
premium over its closing price and each share of Jones Intercable Common Stock
at $50.31, a 12.7% premium over its closing price. The Company expects to
commence the Exchange Offer as soon as reasonably practicable after a
registration statement on Form S-4 relating to its Class A Special Common Stock
to be offered in the Exchange Offer is filed with and declared effective by the
Securities and Exchange Commission, pursuant to applicable securities laws. The
Company intends to contribute the shares of Jones Intercable Class A Common
Stock and Jones Intercable Common Stock received in the Exchange Offer to
Comcast Cable Communications, Inc., an indirect wholly owned subsidiary of the
Company.
A copy of the Company's press release dated August 9, 1999 is
filed herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press Release dated August 9, 1999.
-2-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
COMCAST CORPORATION
By: /s/ Arthur R. Block
Vice President and
Senior Deputy General Counsel
Date: August 9, 1999
-3-
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release dated August 9, 1999.
COMCAST CORPORATION
NEWS RELEASE
COMCAST CORPORATION ANNOUNCES PARTIAL EXCHANGE OFFER FOR
JONES INTERCABLE, INC.
PHILADELPHIA, Aug. 9 /PRNewswire/ -- Comcast Corporation (Nasdaq: CMCSK - news,
CMCSA - news) today announced that it plans to commence an offer to exchange 1.4
shares of its Class A Special Common Stock (Nasdaq: CMCSK news) for each share
of Class A Common Stock (Nasdaq: JOINA - news) or Common Stock (Nasdaq: JOIN -
news) of Jones Intercable, Inc. (Nasdaq: JOIN - news, JOINA - news), for up to
79% of the combined number of shares of Jones Intercable Class A Common Stock
and Common Stock outstanding (subject to certain terms and conditions to be
contained in the offer documents). Based on the closing market prices of CMCSK,
JOINA and JOIN as of August 6, 1999, the exchange offer would value each share
of JOINA at $50.31, a 9.1% premium over its closing price and each share of JOIN
at $50.31, a 12.7% premium over its closing price.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The exchange offer will be made only by means of a
prospectus and will not commence until the shares of Comcast Class A Special
Common Stock to be offered in the exchange offer are registered with the
Securities and Exchange Commission pursuant to an effective Registration
Statement.