-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UqvKS6B9141kUW1uCD82olJe8Ulh0GaKCwdxBjKjR/Qd6L1x790d1yH5P/gweDRW rP7hDPuS+9lPfZNlru+Jrg== 0000950159-03-000766.txt : 20030919 0000950159-03-000766.hdr.sgml : 20030919 20030919131650 ACCESSION NUMBER: 0000950159-03-000766 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030919 GROUP MEMBERS: COMCAST HOLDINGS CORPORATION GROUP MEMBERS: COMCAST PROGRAMMING HOLDINGS INC GROUP MEMBERS: COMCAST QVC INC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0001166691 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 270000798 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: AT&T COMCAST CORP DATE OF NAME CHANGE: 20020206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GSI COMMERCE INC CENTRAL INDEX KEY: 0000828750 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 042958132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40244 FILM NUMBER: 03902313 BUSINESS ADDRESS: STREET 1: 1075 FIRST AVE STREET 2: RTE 3 INDUSTRIAL PARK CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6102653229 MAIL ADDRESS: STREET 1: 1075 FIRST AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL SPORTS INC DATE OF NAME CHANGE: 19971223 SC 13D/A 1 comcast13da5.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)* GSI Commerce, Inc. ----------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------------------------------- (Title of Class of Securities) 37937A107 ----------------------------------------------------- (CUSIP Number) Arthur R. Block, Esq. Comcast Corporation 1500 Market Street Philadelphia, PA 19102-2148 215-665-1700 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 17, 2003 ----------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 37937A107 13D Page 2 of 11 Pages 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) COMCAST CORPORATION 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds* WC 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power -0- 9. Sole Dispositive Power -0- 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37937A107 13D Page 3 of 11 Pages 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) COMCAST HOLDINGS CORPORATION 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds* AF 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power -0- 9. Sole Dispositive Power -0- 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37937A107 13D Page 4 of 11 Pages 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) COMCAST PROGRAMMING HOLDINGS, INC. 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds* AF 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power -0- 9. Sole Dispositive Power -0- 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 37937A107 13D Page 5 of 11 Pages 1. Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) COMCAST QVC, INC. 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds* AF 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting 7. Sole Voting Power -0- Person With 8. Shared Voting Power -0- 9. Sole Dispositive Power -0- 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Introduction This Amendment No. 5 to Schedule 13D (this "Amendment") amends and supplements the Statement on Schedule 13D filed on September 22, 2000, as amended and supplemented by Amendment No. 1 thereto filed on October 6, 2000, Amendment No. 2 thereto filed on August 29, 2001, Amendment No. 3 thereto filed on May 19, 2003 and Amendment No. 4 thereto filed on July 29, 2003 (as so amended, the "Original Filing"), on behalf of Interactive Technology Holdings, LLC, QK Holdings, Inc., QVC, Inc., Comcast QVC, Inc., Comcast Programming Holdings, Inc., Comcast Holdings Corporation and Comcast Corporation. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Original Filing. References to "herein" and "hereof" are references to the Original Filing, as amended by this Amendment. The purpose of this Amendment is to report that, as of September 17, 2003, Comcast Corporation, Comcast Holdings Corporation, Comcast Programming Holdings, Inc. and Comcast QVC, Inc. (collectively, the "Comcast Reporting Persons") have ceased to have beneficial ownership of any shares of the common stock, par value $0.01 per share (the "Common Stock"), of GSI Commerce, Inc. (the "Company") held by Interactive Technology Holdings, LLC ("Interactive"). The Reporting Persons named in the Original Filing have terminated, effective as of September 17, 2003, their Joint Filing Agreement with respect to the Original Filing. This Amendment is being filed only on behalf of the Comcast Reporting Persons with respect to their respective beneficial ownership of Common Stock of the Company. Accordingly, this Amendment only serves to amend the Original Filing to the extent the same was filed by and relates to the Comcast Reporting Persons and is not intended to amend or otherwise affect the Original Filing to the extent the same was filed by and relates to the other Reporting Persons. Item 1. Security and Company. Not modified. Item 2. Identity and Background. Insofar as it relates to the Comcast Reporting Persons, Item 2 of the Original Filing is hereby amended as follows: This statement is being filed jointly by the following persons (hereinafter referred to collectively as the "Comcast Reporting Persons"): (1) Comcast QVC, Inc., a Delaware corporation ("Comcast QVC") (2) Comcast Programming Holdings, Inc., a Delaware corporation ("Holdings") (3) Comcast Holdings Corporation, a Pennsylvania corporation ("CHC") (4) Comcast Corporation, a Pennsylvania corporation ("Comcast") Comcast QVC is a wholly-owned subsidiary of Holdings. Holdings is a wholly-owned subsidiary of CHC. CHC is a wholly-owned subsidiary of Comcast. Holdings and Comcast QVC are holding companies. The principal business office of Holdings and Comcast QVC is located at 1201 N. Market Street, Suite 1405, Wilmington, Delaware 19801. Comcast and CHC are principally involved in the development, management and operation of broadband cable networks, and in the provision of programming content. The principal business office of Comcast and CHC is located at 1500 Market Street, Philadelphia, Pennsylvania 19102. Page 6 of 11 Pages Information concerning the executive officers and directors of the Comcast Reporting Persons is set forth in Exhibit 99.1 of this statement. Each of such executive officers and directors is a citizen of the United States, unless otherwise noted in Exhibit 99.1. None of the Comcast Reporting Persons, nor, to the best knowledge of the Comcast Reporting Persons, any person named in Exhibit 99.1 to this statement has, during the last five years, been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Not modified. Item 4. Purpose of Transaction. Insofar as it relates to the Comcast Reporting Persons, Item 4 of the Original Filing is hereby amended and supplemented to include the following: On September 17, 2003, in accordance with the Amended and Restated Stock Purchase Agreement dated as of June 30, 2003 (the "Comcast/Liberty Agreement"), among Comcast, Comcast QVC, Liberty Media Corporation ("Liberty") and QVC, Inc. ("QVC"), among other things, (i) Comcast QVC sold to Liberty all of the shares of QVC common stock held by Comcast QVC Holdings III, Inc., Comcast QVC Holdings IV, Inc., Comcast QVC Holdings V, Inc. and Comcast QVC Holdings VI, Inc., each direct wholly-owned subsidiaries of Comcast QVC, for an aggregate amount of approximately $4 billion principal amount of Liberty's Floating Rate Senior Notes due 2006 and approximately $1.12 billion in cash, and (ii) each of Comcast QVC Holdings I, Inc. and Comcast QVC Holdings II, Inc., direct wholly-owned subsidiaries of Comcast QVC, merged with a subsidiary of Liberty and, as a result of such mergers, Comcast QVC received approximately 218 million shares of Liberty Series A common stock and approximately $226 million in cash. Pursuant to the Comcast/Liberty Agreement, the Liberty Series A common stock received by Comcast QVC in the mergers described in the preceding sentence was valued at $11.71 per share. As a result of the transactions described above, the Comcast Reporting Persons ceased to have beneficial ownership of any of the shares of Common Stock of the Company or warrants to purchase shares of Common Stock of the Company owned by Interactive, but retained an approximately 30% aggregate interest in the profits of Interactive. Item 5. Interest in Securities of the Company. Insofar as it relates to the Comcast Reporting Persons, Item 5 of the Original Filing is hereby amended by replacing the first paragraph in its entirety with the following: As a result of the transactions consummated pursuant to the Comcast/Liberty Agreement, as of September 17, 2003, the Comcast Reporting Persons ceased to have beneficial ownership of any shares of Common Stock of the Company. Lawrence S. Smith, Co-Chief Financial Officer and Executive Vice President of Comcast, has sole dispositive and voting power over 1,000 shares of Common Stock of the Company constituting less than 1% of the outstanding shares of such Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company. Not modified. Page 7 of 11 Pages Item 7. Material Filed as Exhibits. 10.1. Stock and Warrant Purchase Agreement, dated September 13, 2000, between Interactive Technology Holdings, LLC and Global Sports, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.2. Second Amended and Restated Registration Rights Agreement, dated as of September 13, 2000, by and among Global Sports, Inc. and the Holders Listed on the Signature Pages thereto (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.3. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, LLC and Michael G. Rubin (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.4. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, LLC and SOFTBANK Capital Partners L.P. and SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.5. Stock Purchase Agreement, dated as of July 20, 2001, among Interactive Technology Holdings, LLC, Global Sports, Inc. and Michael G. Rubin (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.6. Second Amendment to Second Amended and Restated Registration Rights Agreement made as of July 20, 2001 by and among Global Sports, Inc. and the Holders Listed on the Signature Pages to the Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.7. Letter Agreement, dated July 20, 2001, among Global Sports, Inc., Interactive Technology Holdings, LLC, Michael G. Rubin, SOFTBANK Capital Partners L.P. and SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.8. Stock and Warrant Exchange Agreement, dated as of July 25, 2003, between Interactive Technology Holdings, LLC and GSI Commerce, Inc. (f/k/a Global Sports, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on July 29, 2003). 10.9. Third Amendment to Second Amended and Restated Registration Rights Agreement made as of July 25, 2003 by and among GSI Commerce, Inc. (f/k/a Global Sports, Inc.) and the Holders Listed on the Signature Pages to the Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed on July 29, 2003). 10.10. Termination of Amended and Restated Joint Filing Agreement, dated as of September 17, 2003, by and among the Reporting Persons (filed herewith). 10.11 Joint Filing Agreement, dated as of September 17, 2003, by and among the Comcast Reporting Persons (filed herewith). Page 8 of 11 Pages 99.1. Amended and Restated Executive Officers and Directors of the Comcast Reporting Persons (filed herewith). Page 9 of 11 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: September 19, 2003 COMCAST CORPORATION By: /s/ Arthur R. Block -------------------------------- Name: Arthur R. Block Title: Senior Vice President COMCAST HOLDINGS CORPORATION By: /s/ Arthur R. Block -------------------------------- Name: Arthur R. Block Title: Senior Vice President Comcast Programming Holdings, Inc. By: /s/ Rosemarie S. Teta -------------------------------- Name: Rosemarie S. Teta Title: Vice President Comcast QVC, Inc. By: /s/ Rosemarie S. Teta -------------------------------- Name: Rosemarie S. Teta Title: Vice President Page 10 of 11 Pages Index to Exhibits 10.1. Stock and Warrant Purchase Agreement, dated September 13, 2000, between Interactive Technology Holdings, LLC and Global Sports, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.2. Second Amended and Restated Registration Rights Agreement, dated as of September 13, 2000, by and among Global Sports, Inc. and the Holders Listed on the Signature Pages thereto (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.3. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, LLC and Michael G. Rubin (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.4. Voting Agreement, dated as of September 13, 2000, between Interactive Technology Holdings, LLC and SOFTBANK Capital Partners L.P., and SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on September 20, 2000). 10.5. Stock Purchase Agreement, dated as of July 20, 2001, among Interactive Technology Holdings, LLC, Global Sports, Inc. and Michael G. Rubin (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.6. Second Amendment to Second Amended and Restated Registration Rights Agreement made as of July 20, 2001 by and among Global Sports, Inc. and the Holders Listed on the Signature Pages to the Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.7. Letter Agreement, dated July 20, 2001, among Global Sports, Inc., Interactive Technology Holdings, LLC, Michael G. Rubin, SOFTBANK Capital Partners L.P. and SOFTBANK Capital Advisors Fund L.P. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Company filed on August 27, 2001). 10.8. Stock and Warrant Exchange Agreement, dated as of July 25, 2003, between Interactive Technology Holdings, LLC and GSI Commerce, Inc. (f/k/a Global Sports, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on July 29, 2003). 10.9. Third Amendment to Second Amended and Restated Registration Rights Agreement made as of July 25, 2003 by and among GSI Commerce, Inc. (f/k/a Global Sports, Inc.) and the Holders Listed on the Signature Pages to the Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed on July 29, 2003). 10.10. Termination of Amended and Restated Joint Filing Agreement, dated as of September 17, 2003, by and among the Reporting Persons (filed herewith). 10.11 Joint Filing Agreement, dated as of September 17, 2003, by and among the Comcast Reporting Persons (filed herewith). 99.1. Amended and Restated Executive Officers and Directors of the Comcast Reporting Persons (filed herewith). Page 11 of 11 Pages EX-10 3 exhibit10-10.txt EXHIBIT 10.10 Exhibit 10.10 Termination of Amended and Restated Filing Agreement Re: Joint Filing of Schedule 13D Effective as of the date hereof, the undersigned hereby terminate that certain Amended and Restated Filing Agreement dated as of May 16, 2003 (the "Joint Filing Agreement") entered into by them for the purpose of filing a Schedule 13D (including amendments thereto) filed on their behalf in connection with their beneficial ownership of shares of common stock of GSI Commerce, Inc., as amended through the date hereof (the "Schedule 13D"). This termination shall not affect the Joint Filing Agreement to the extent previously relied upon for the purpose of filing the Schedule 13D. Dated: September 17, 2003 INTERACTIVE TECHNOLOGY HOLDINGS, LLC, a Delaware Limited Liability Company By: QK Holdings, Inc., its Managing Member By: /s/ David M. Apostolico ------------------------------- Name: David M. Apostolico Title: President of QK Holdings, Inc. QK HOLDINGS, INC., a Delaware Corporation By: /s/ David M. Apostolico ------------------------------- Name: David M. Apostolico Title: President QVC, INC., a Delaware Corporation By: /s/ Neal S. Grabell ------------------------------- Name: Neal S. Grabell Title: General Counsel COMCAST QVC, INC., a Delaware corporation By: /s/ Rosemarie S. Teta ------------------------------- Name: Rosemarie S. Teta Title: Vice President COMCAST PROGRAMMING HOLDINGS, INC., a Delaware corporation By: /s/ Rosemarie S. Teta ------------------------------- Name: Rosemarie S. Teta Title: Vice President COMCAST HOLDINGS CORPORATION, a Pennsylvania corporation By: /s/ Arthur R. Block ------------------------------- Name: Arthur R. Block Title: Senior Vice President COMCAST CORPORATION, a Pennsylvania Corporation By: /s/ Arthur R. Block ------------------------------- Name: Arthur R. Block Title: Senior Vice President EX-10 4 exhibit10-11.txt EXHIBIT 10.11 Exhibit 10.11 Filing Agreement dated September 17, 2003 Re: Joint Filing of Schedule 13D The undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf of each of them; and (iii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning itself; but none of them is responsible for the completeness and accuracy of the information concerning the other persons making the filing, unless it knows or has reason to believe that such information is inaccurate. Dated: September 17, 2003 COMCAST QVC, INC., a Delaware corporation By: /s/ Rosemarie S. Teta ------------------------------- Name: Rosemarie S. Teta Title: Vice President COMCAST PROGRAMMING HOLDINGS, INC., a Delaware corporation By: /s/ Rosemarie S. Teta ------------------------------- Name: Rosemarie S. Teta Title: Vice President COMCAST HOLDINGS CORPORATION, a Pennsylvania corporation By: /s/ Arthur R. Block ------------------------------- Name: Arthur R. Block Title: Senior Vice President COMCAST CORPORATION, a Pennsylvania Corporation By: /s/ Arthur R. Block ------------------------------- Name: Arthur R. Block Title: Senior Vice President EX-99 5 exhibit99-1.txt EXHIBIT 99.1 Exhibit 99.1 Amended and Restated Directors and Executive Officers of the Reporting Persons Directors and Executive Officers of Comcast Corporation:
Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted Ralph J. Roberts Chairman of the Executive Chairman of the Executive Ownership and operation of and Finance Committee of and Finance Committee of cable television systems the Board of Directors and the Board of Directors of and broadband a Director Comcast Corporation communications services 1500 Market Street Philadelphia, PA 19102 C. Michael Armstrong Chairman and Director Chairman of the Board of Ownership and operation of Directors of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Julian A. Brodsky Vice Chairman and Director Vice Chairman of the Board Ownership and operation of of Directors of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Brian L. Roberts President, Chief Executive President and Chief Ownership and operation of Officer and Director Executive Officer of cable television systems Comcast Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 John R. Alchin* Co-Chief Financial Co-Chief Financial Officer, Ownership and operation of Officer, Executive Vice Executive Vice President cable television systems President and Treasurer and Treasurer of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 - ------------------ * Citizen of Australia Lawrence S. Smith Co-Chief Financial Officer Co-Chief Financial Officer Ownership and operation of and Executive Vice and Executive Vice cable television systems President President of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 David L. Cohen Executive Vice President Executive Vice President of Ownership and operation of and Assistant Secretary Comcast Corporation cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Stephen B. Burke Executive Vice President Executive Vice President of Ownership and operation of Comcast Corporation cable television systems 1500 Market Street and broadband Philadelphia, PA 19102 communications services Arthur R. Block Senior Vice President, Senior Vice President of Ownership and operation of Assistant Treasurer and Comcast Corporation cable television systems Secretary 1500 Market Street and broadband Philadelphia, PA 19102 communications services Lawrence J. Salva Senior Vice President and Senior Vice President and Ownership and operation of Controller Controller of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 Sheldon M. Bonovitz Director Partner in the law firm of Practice of law Duane Morris and Heckscher LLP 4200 One Liberty Place Philadelphia, PA 19103 Joseph L. Castle, II Director President of Castle Energy Financial Consulting and Corporation operation of an independent One Radnor Corporate Center oil and gas exploration and Suite 250 production company 100 Matsonford Road Radnor, PA 19087 Kenneth J. Bacon Director Senior Vice President of Multifamily lending and Fannie Mae investment portfolio 3900 Wisconsin Ave., NW Washington, DC 20016 -2- J. Michael Cook Director Retired Chairman and CEO of Accounting Deloitte & Touche LLP 980 Lake Avenue Greenwich, CT 06831 Dr. Judith Rodin Director President of University of Academic institution Pennsylvania 100 College Hall Philadelphia, PA 19014 S. Decker Anstrom Director President and CEO of Ownership and operation of Landmark cable programming channel Communications, Inc. 150 W. Brambleton Ave. Norfolk, VA 23510 Louis A. Simpson Director President and CEO of National property and Geico Corporation casualty insurance P.O. Box 1943 Rancho Santa Fe, CA 92067 Michael I. Sovern Director Chairman of Sotheby's Auction company Holdings, Inc. 1334 York Avenue New York, NY 10021 -3- Directors and Executive Officers of Comcast Holdings Corporation (f/k/a/ Comcast Corporation): Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted Brian L. Roberts President, Chief Executive President and Chief Ownership and operation of Officer and Director Executive Officer of cable television systems Comcast Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 John R. Alchin* Co-Chief Financial Co-Chief Financial Officer, Ownership and operation of Officer, Executive Vice Executive Vice President cable television systems President and Treasurer and Treasurer of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 Lawrence S. Smith Co-Chief Financial Co-Chief Financial Officer Ownership and operation of Officer, Executive Vice and Executive Vice cable television systems President and Director President of Comcast and broadband Corporation communications services 1500 Market Street Philadelphia, PA 19102 David L. Cohen Executive Vice President, Executive Vice President of Ownership and operation of Assistant Secretary and Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Arthur R. Block Senior Vice President, Senior Vice President of Ownership and operation of Assistant Treasurer, Comcast Corporation cable television systems General Counsel, Secretary 1500 Market Street and broadband and Director Philadelphia, PA 19102 communications services Lawrence J. Salva Senior Vice President and Senior Vice President and Ownership and operation of Controller Controller of Comcast cable television systems Corporation and broadband 1500 Market Street communications services Philadelphia, PA 19102 - --------------- * Citizen of Australia -4- Directors and Executive Officers of Comcast Programming Holdings, Inc. Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted C. Stephen Backstrom Vice President, Treasurer, Vice President of Taxation Ownership and operation of Assistant Secretary and of Comcast Corporation cable television systems Director 1500 Market Street and broadband communications Philadelphia, PA 19102 services William E. Dordelman Vice President, Assistant Vice President of Finance Ownership and operation of Treasurer, Secretary and of Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Abram E. Patlove President and Director President of Comcast Investment services Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 James P. McCue Senior Vice President and Senior Vice President - Investment services Director Finance and Administration of Comcast Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 Rosemarie S. Teta Vice President, Assistant Vice President of Comcast Investment services Treasurer, Assistant Capital Corporation Secretary and Director 1201 N. Market Street Suite 1405 Wilmington, DE 19801 -5- Directors and Executive Officers of Comcast QVC, Inc. Name Position Principal Occupation and Principal Business in which Business Address such Employment is Conducted C. Stephen Backstrom Vice President, Treasurer, Vice President of Taxation Ownership and operation of Assistant Secretary and of Comcast Corporation cable television systems Director 1500 Market Street and broadband communications Philadelphia, PA 19102 services William E. Dordelman Vice President, Assistant Vice President of Finance of Ownership and operation of Treasurer, Secretary and Comcast Corporation cable television systems Director 1500 Market Street and broadband Philadelphia, PA 19102 communications services Abram E. Patlove President and Director President of Comcast Capital Investment services Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 James P. McCue Senior Vice President and Senior Vice President - Investment services Director Finance and Administration of Comcast Capital Corporation 1201 N. Market Street Suite 1405 Wilmington, DE 19801 Rosemarie S. Teta Vice President, Assistant Vice President of Comcast Investment services Treasurer, Assistant Capital Corporation Secretary and Director 1201 N. Market Street Suite 1405 Wilmington, DE 19801
-6- -----END PRIVACY-ENHANCED MESSAGE-----