-----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, WY9+cjrQaL9fF3CBGNNnyJZZqt10pnUZKqPoSR7JYaFBi2hRxWIVoJJGqhZ340Up e7/0GaMVUAIFcs2jg9QQ1A== /in/edgar/work/0000950159-00-000385/0000950159-00-000385.txt : 20000929 0000950159-00-000385.hdr.sgml : 20000929 ACCESSION NUMBER: 0000950159-00-000385 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990407 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CABLE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001040573 STANDARD INDUSTRIAL CLASSIFICATION: [4841 ] IRS NUMBER: 232175755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-30745 FILM NUMBER: 729788 BUSINESS ADDRESS: STREET 1: 1201 MARKET STREET SUITE 2201 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025948700 MAIL ADDRESS: STREET 1: 1201 MARKET STREET SUITE 2201 CITY: WILMINGTON STATE: DE ZIP: 19801 8-K 1 0001.txt 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 Date of Report (Date of earliest event reported): April 7, 1999 ------------- COMCAST CABLE COMMUNICATIONS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 333-30745 23-2175755 - ---------------- ---------------- ------------- (State or other (Commission file (IRS employer jurisdiction of number) identification incorporation) no.) 1500 Market Street, Philadelphia, PA 19102-2148 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 665-1700 -------------- Item 5. Other Events On April 7, 1999, Comcast Corporation ("Comcast") acquired a controlling interest in Jones Intercable, Inc. ("Jones Intercable") for aggregate consideration of $706.3 million in cash. In connection with the acquisition, Comcast assumed $1.499 billion of debt. Also on that date, Comcast contributed its interest in Jones Intercable to Comcast Cable Communications, Inc. (the "Company"). On June 30, 1999, Comcast acquired an additional 1.0 million shares of Jones Intercable Class A Common Stock for $50.0 million in cash in a private transaction and contributed such shares to the Company. On March 2, 2000, Comcast acquired the remaining approximate 60% interest in Jones Intercable that was owned by the Jones Intercable public shareholders and the approximate 40% interest in Jones Intercable that was held by the Company. Also on that date, Jones Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast ("JOIN Holdings") with JOIN Holdings as the successor to Jones Intercable. In connection with the closing of the merger, Comcast issued approximately 35.6 million shares of its Class A Special Common Stock with a value of $1.727 billion to the public shareholders for their approximate 60% interest in Jones Intercable. The acquisitions of Jones Intercable by Comcast were accounted for under the purchase method of accounting. On January 18, 2000, Comcast acquired substantially all of the assets of Lenfest Communications, Inc. ("Lenfest") for approximately 121.4 million shares of its Class A Special Common Stock, subject to adjustment, with a value of $6.077 billion (the "Lenfest Acquisition"). In connection with the Lenfest Acquisition, Comcast assumed approximately $1.326 billion of debt. Immediately upon closing of the Lenfest Acquisition, Lenfest was merged with and into Comcast LCI Holdings, Inc., a wholly owned subsidiary of Comcast ("LCI Holdings") with LCI Holdings as the successor to Lenfest. The acquisition of Lenfest by Comcast was accounted for under the purchase method of accounting. On August 1, 2000, Comcast completed the merger of LCI Holdings and JOIN Holdings into the Company with the Company as the successor to LCI Holdings and JOIN Holdings (the "Reorganization"). The Reorganization will be accounted for at Comcast's historical cost in a manner similar to a pooling of interests. Accordingly, the Company's consolidated financial statements will include the accounts of the merged subsidiaries since the dates of their acquisition by Comcast. Comcast intends to contribute its 50% interest in Comcast Cablevision of Garden State, LP ("Garden State Cable") to the Company and merge its subsidiary, Comcast Cablevision of Philadelphia Area I, Inc. ("Greater Philadelphia") with and into the Company (together, the "Pending Transactions"). The Pending Transactions are expected to close by December 31, 2000, subject to receipt of regulatory approvals. Garden State Cable was a partnership which was owned 50% by Lenfest and 50% by Comcast. As a result of the Lenfest Acquisition, Comcast indirectly owns 100% of Garden State Cable. Garden State Cable will be a consolidated subsidiary of the Company upon Comcast's contribution of its 50% interest in Garden State Cable to the Company. Greater Philadelphia was acquired by Comcast on June 30, 1999 for approximately 8.5 million shares of Comcast Class A Special Common Stock with a value of $291.7 million. Upon closing, the Pending Transactions will be accounted for at Comcast's historical cost in a manner similar to a pooling of interests and the Company's consolidated financial statements will include the results of Garden State Cable and Greater Philadelphia since the dates of their acquisition by Comcast. The unaudited pro forma condensed consolidated financial statements of the Company are included in this Current Report on Form 8-K under Item 7 and are listed in the index to unaudited pro forma financial information. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS The unaudited pro forma condensed consolidated financial statements of Comcast Cable Communications, Inc. are included in this Current Report on Form 8-K and are listed in the index to unaudited pro forma financial information. EXHIBIT NO. 10.1 Agreement and Plan of Merger, dated as of July 28, 2000, by and among Comcast Cable Communications, Inc., Comcast LCI Holdings, Inc., formerly a wholly owned subsidiary of Comcast Corporation ("Comcast") and Comcast JOIN Holdings, Inc., formerly a wholly owned subsidiary of Comcast. 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: September 27, 2000 COMCAST CABLE COMMUNICATIONS, INC. By: /s/ Lawrence J. Salva ----------------------- Lawrence J. Salva Senior Vice President (Principal Accounting Officer) 4 EXHIBIT INDEX ------------- 10.1 Agreement and Plan of Merger, dated as of July 28, 2000, by and among Comcast Cable Communications, Inc., Comcast LCI Holdings, Inc., formerly a wholly owned subsidiary of Comcast Corporation ("Comcast") and Comcast JOIN Holdings, Inc., formerly a wholly owned subsidiary of Comcast. 5 COMCAST CABLE COMMUNICATIONS, INC. INDEX TO UNAUDITED PRO FORMA FINANCIAL INFORMATION Unaudited Pro Forma Financial Information F - 1 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2000 F - 3 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2000 F - 4 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1999 F - 5 Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements F - 6 UNAUDITED PRO FORMA FINANCIAL INFORMATION Reorganization - -------------- On April 7, 1999, Comcast Corporation ("Comcast") acquired a controlling interest in Jones Intercable, Inc. ("Jones Intercable") for aggregate consideration of $706.3 million in cash. In connection with the acquisition, Comcast assumed $1.499 billion of debt. Also on that date, Comcast contributed its interest in Jones Intercable to Comcast Cable Communications, Inc. (the "Company"). On June 30, 1999, Comcast acquired an additional 1.0 million shares of Jones Intercable Class A Common Stock for $50.0 million in cash in a private transaction and contributed such shares to the Company. On March 2, 2000, Comcast acquired the remaining approximate 60% interest in Jones Intercable that was owned by the Jones Intercable public shareholders and the approximate 40% interest in Jones Intercable that was held by the Company. Also on that date, Jones Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast ("JOIN Holdings") with JOIN Holdings as the successor to Jones Intercable. In connection with the closing of the merger, Comcast issued approximately 35.6 million shares of its Class A Special Common Stock with a value of $1.727 billion to the public shareholders for their approximate 60% interest in Jones Intercable. The acquisitions of Jones Intercable by Comcast were accounted for under the purchase method of accounting. On January 18, 2000, Comcast acquired substantially all of the assets of Lenfest Communications, Inc. ("Lenfest") for approximately 121.4 million shares of its Class A Special Common Stock, subject to adjustment, with a value of $6.077 billion (the "Lenfest Acquisition"). In connection with the Lenfest Acquisition, Comcast assumed approximately $1.326 billion of debt. Immediately upon closing of the Lenfest Acquisition, Lenfest was merged with and into Comcast LCI Holdings, Inc., a wholly owned subsidiary of Comcast ("LCI Holdings") with LCI Holdings as the successor to Lenfest. On August 1, 2000, Comcast completed the merger of LCI Holdings and JOIN Holdings into the Company with the Company as the successor to LCI Holdings and JOIN Holdings (the "Reorganization"). The Reorganization will be accounted for at Comcast's historical cost in a manner similar to a pooling of interests. Accordingly, the Company's consolidated financial statements will include the accounts of the merged subsidiaries since the dates of their acquisition by Comcast. Pending Transactions - -------------------- Comcast intends to contribute its 50% interest in Comcast Cablevision of Garden State, LP ("Garden State Cable") to the Company and merge its subsidiary, Comcast Cablevision of Philadelphia Area I, Inc. ("Greater Philadelphia") with and into the Company (together, the "Pending Transactions"). The Pending Transactions are expected to close by December 31, 2000, subject to receipt of regulatory approvals. Garden State Cable was a partnership which was owned 50% by Lenfest and 50% by Comcast. As a result of the Lenfest Acquisition, Comcast indirectly owns 100% of Garden State Cable. Garden State Cable will be a consolidated subsidiary of the Company upon Comcast's contribution of its 50% interest in Garden State Cable to the Company. Greater Philadelphia was acquired by Comcast on June 30, 1999 for approximately 8.5 million shares of Comcast Class A Special Common Stock with a value of $291.7 million. Upon closing, the Pending Transactions will be accounted for at Comcast's historical cost in a manner similar to a pooling of interests and the Company's consolidated financial statements will include the results of Garden State Cable and Greater Philadelphia since the dates of their acquisition by Comcast. F-1 Subsequent Events - ----------------- Effective August 1, 2000, Comcast assigned its intercompany management and programming agreements with the Company's subsidiaries and with certain of Comcast's other cable communications subsidiaries to the Company. As such, effective August 1, 2000, amounts charged by the Company to the Company's subsidiaries for management fees and programming will be eliminated in the Company's consolidated financial statements. On August 1, 2000, Comcast completed its acquisition of Prime Communications, LLC ("Prime"), a cable communications company serving approximately 430,000 subscribers, for aggregate consideration of approximately $1.4 billion. Comcast will account for the acquisition under the purchase method of accounting. Comcast contributed its interest in Prime to the Company on that date. As such, effective August 1, 2000, the Company's consolidated financial statements will include the results of Prime. In August 2000, subsequent to the Reorganization, the Company replaced all of its subsidiaries' existing credit facilities and certain of Comcast's other cable communications subsidiaries' existing credit facilities with the Company's new bank credit facility and new commercial paper program. The Company's new bank credit facility consists of a $2.25 billion, five-year senior credit facility and a $2.25 billion, 364-day revolving credit facility. The 364-day revolving credit facility supports the Company's new commercial paper program. In August 2000, the Company borrowed $1.4 billion under the five-year facility and $1.0 billion under the commercial paper program, the proceeds of which were used to repay and retire approximately $2.4 billion of Comcast's subsidiaries' credit facilities, including $2.1 billion of the Company's subsidiaries' credit facilities and Garden State Cable's $0.3 billion credit facility. Basis of Presentation - --------------------- The unaudited pro forma information set forth below for the Company gives effect to the Reorganization and the Pending Transactions since the dates of acquisition by Comcast of the subsidiaries for purposes of the condensed consolidated statement of operations for the year ended December 31, 1999, the condensed consolidated statement of operations for the six months ended June 30, 2000 and the condensed consolidated balance sheet as of June 30, 2000. The unaudited pro forma information set forth below for the Company excludes the effects of the subsequent events described above. This pro forma financial information should be read in conjunction with the historical consolidated financial statements of the Company. F-2 Comcast Cable Communications, Inc. Pro Forma Condensed Consolidated Balance Sheet (Unaudited) As of June 30, 2000 (Dollars in millions, except share data)
Historical Comcast Comcast Comcast Comcast JOIN LCI Pending Cable Cable(1) Holdings(1)(2) Holdings(3) Subtotal Transactions(4) Pro Forma ----- -------- -------- -------- ------------ --------- ASSETS CURRENT ASSETS Cash and cash equivalents $40.5 $7.9 $13.9 $62.3 $0.7 $63.0 Investments 53.2 1.7 54.9 54.9 Accounts receivable, less allowance for doubtful accounts 96.4 21.1 53.3 170.8 2.8 173.6 Deferred income tax benefit, due from affiliate 24.5 24.5 24.5 Other current assets 25.1 7.5 5.2 37.8 5.0 42.8 ------------------------------------------------------------------------------ Total current assets 239.7 38.2 72.4 350.3 8.5 358.8 ------------------------------------------------------------------------------ INVESTMENTS 27.9 52.9 797.5 878.3 (536.9) 341.4 ------------------------------------------------------------------------------ PROPERTY AND EQUIPMENT 3,751.9 475.1 1,130.9 5,357.9 287.5 5,645.4 Accumulated depreciation (1,445.4) (4.1) (20.9) (1,470.4) (72.5) (1,542.9) ------------------------------------------------------------------------------ Property and equipment, net 2,306.5 471.0 1,110.0 3,887.5 215.0 4,102.5 ------------------------------------------------------------------------------ DEFERRED CHARGES 6,829.7 4,609.5 6,977.4 18,416.6 1,960.9 20,377.5 Accumulated amortization (2,018.8) (241.7) (290.6) (2,551.1) (227.1) (2,778.2) ------------------------------------------------------------------------------ Deferred charges, net 4,810.9 4,367.8 6,686.8 15,865.5 1,733.8 17,599.3 ------------------------------------------------------------------------------ $7,385.0 $4,929.9 $8,666.7 $20,981.6 $1,420.4 $22,402.0 ============================================================================== LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $291.8 $109.0 $99.9 $500.7 $70.1 $570.8 Accrued interest 32.1 16.1 20.1 68.3 0.4 68.7 Current portion of long-term debt 0.1 2.5 1.1 3.7 20.5 24.2 Due to affiliates 125.1 53.1 246.3 424.5 (68.8) 355.7 ------------------------------------------------------------------------------ Total current liabilities 449.1 180.7 367.4 997.2 22.2 1,019.4 ------------------------------------------------------------------------------ LONG-TERM DEBT, less current portion 3,062.9 1,591.4 1,318.4 5,972.7 265.5 6,238.2 ------------------------------------------------------------------------------ MINORITY INTEREST AND OTHER 127.4 30.7 5.9 164.0 164.0 ------------------------------------------------------------------------------ DEFERRED INCOME TAXES, due to affiliate 1,553.4 762.4 1,915.0 4,230.8 96.2 4,327.0 ------------------------------------------------------------------------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S EQUITY Common stock, $1 par value - authorized and issued, 1,000 shares Additional capital 5,460.5 2,489.4 5,292.4 13,242.3 1,076.6 14,318.9 Accumulated deficit (3,245.5) (122.0) (212.6) (3,580.1) (40.1) (3,620.2) Accumulated other comprehensive loss (22.8) (2.7) (19.8) (45.3) (45.3) ------------------------------------------------------------------------------ Total stockholder's equity 2,192.2 2,364.7 5,060.0 9,616.9 1,036.5 10,653.4 ------------------------------------------------------------------------------ $7,385.0 $4,929.9 $8,666.7 $20,981.6 $1,420.4 $22,402.0 ==============================================================================
See notes to unaudited pro forma condensed consolidated financial statements. F-3 Comcast Cable Communications, Inc. Pro Forma Condensed Consolidated Statement of Operations (Unaudited) Six Months Ended June 30, 2000 (Dollars in millions)
Historical Comcast Comcast Comcast Comcast JOIN LCI Pending Cable Cable(1) Holdings(1) Holdings Subtotal Transactions(4) Pro Forma ----- ----------- --------- -------- --------------- --------- SERVICE INCOME $1,436.5 $196.0 $276.8 $1,909.3 $92.2 $2,001.5 ------------------------------------------------------------------------ COSTS AND EXPENSES Operating 647.4 82.9 115.3 845.6 27.5 873.1 Selling, general and administrative 324.2 53.5 66.5 444.2 18.5 462.7 Depreciation and amortization 465.9 194.6 324.5 985.0 99.2 1,084.2 ------------------------------------------------------------------------- 1,437.5 331.0 506.3 2,274.8 145.2 2,420.0 ------------------------------------------------------------------------ OPERATING LOSS (1.0) (135.0) (229.5) (365.5) (53.0) (418.5) OTHER (INCOME) EXPENSE Interest expense 140.6 41.2 59.1 240.9 9.3 250.2 Investment (income) expense and other, net (33.6) 0.3 1.7 (31.6) 0.4 (31.2) Equity in net losses of affiliates 7.5 7.5 (7.5) ------------------------------------------------------------------------- 107.0 41.5 68.3 216.8 2.2 219.0 ------------------------------------------------------------------------- LOSS BEFORE INCOME TAX BENEFIT AND EXTRAORDINARY ITEMS (108.0) (176.5) (297.8) (582.3) (55.2) (637.5) ------------------------------------------------------------------------- INCOME TAX BENEFIT 12.6 58.6 86.2 157.4 18.3 175.7 ------------------------------------------------------------------------- LOSS BEFORE EXTRAORDINARY ITEMS (95.4) (117.9) (211.6) (424.9) (36.9) (461.8) =========================================================================
See notes to unaudited pro forma condensed consolidated financial statements. F-4 Comcast Cable Communications, Inc. Pro Forma Condensed Consolidated Statement of Operations (Unaudited) Year Ended December 31, 1999 (Dollars in millions)
Historical Comcast Comcast Pending Cable Cable(1) Transactions(4) Pro Forma ----- --------------- --------- SERVICE INCOME $2,906.5 $22.9 $2,929.4 -------------------------------------- COSTS AND EXPENSES Operating 1,242.4 10.1 1,252.5 Selling, general and administrative 685.3 6.1 691.4 Depreciation and amortization 1,017.7 9.9 1,027.6 -------------------------------------- 2,945.4 26.1 2,971.5 -------------------------------------- OPERATING LOSS (38.9) (3.2) (42.1) -------------------------------------- OTHER (INCOME) EXPENSE Interest expense 352.9 352.9 Interest expense on notes payable to affiliates 10.0 10.0 Investment income (6.8) (6.8) Other expense 6.6 6.6 -------------------------------------- 362.7 362.7 -------------------------------------- LOSS BEFORE INCOME TAX BENEFIT, MINORITY INTEREST AND EXTRAORDINARY ITEMS (401.6) (3.2) (404.8) -------------------------------------- INCOME TAX BENEFIT 46.2 46.2 -------------------------------------- LOSS BEFORE MINORITY INTEREST AND EXTRAORDINARY ITEMS (355.4) (3.2) (358.6) -------------------------------------- MINORITY INTEREST INCOME 107.9 107.9 -------------------------------------- LOSS BEFORE EXTRAORDINARY ITEMS (247.5) (3.2) (250.7) ======================================
See notes to unaudited pro forma condensed consolidated financial statements. F-5 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Historical Comcast Cable includes the results of Jones Intercable prior to March 2, 2000. Effective March 2, 2000, upon completion of the merger of Jones Intercable with and into JOIN Holdings, the results of JOIN Holdings are presented seperately in the accompanying unaudited pro forma financial information. 2. Comcast adjusted the purchase price allocation relating to Comcast's acquisition of the public shareholders' interest in Jones Intercable during the second quarter of 2000. The Company has obtained a preliminary appraisal of fair value of certain of JOIN Holdings' assets and liabilities and will make final purchase accounting adjustments upon completion of the final appraisal. 3. A final determination of required purchase accounting adjustments relating to the Lenfest Acquisition, including the allocation of the purchase price to the assets acquired and liabilities assumed based on their respective fair values, has not yet been made. Accordingly, the purchase accounting adjustments relating to the Lenfest Acquisition included in the unaudited pro forma financial information are preliminary. The Company is in the process of obtaining an independent appraisal of the fair value of certain of LCI Holdings' assets and liabilities and will make final purchase accounting adjustments upon completion of the appraisal. 4. Pending Transactions includes the results of Garden State Cable and Greater Philadelphia. Pending Transactions also includes an adjustment to reverse LCI Holdings' equity method accounting for Garden State Cable. The Pending Transactions will be accounted for at Comcast's historical cost in a manner similar to a pooling of interests. As such, Comcast Cable pro forma includes the results of Garden State Cable and Greater Philadelphia since the dates of their acquisition by Comcast. F-6 EX-10.1 2 0002.txt AGREEMENT AND PLAN OF MERGER dated as of July 28, 2000 among COMCAST CABLE COMMUNICATIONS, INC. COMCAST JOIN HOLDINGS, INC. and COMCAST LCI HOLDINGS, INC. TABLE OF CONTENTS ---------------------- PAGE ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions...................................................1 ARTICLE 2 THE MERGER SECTION 2.01. The Merger....................................................2 SECTION 2.02. Effect on Shares..............................................2 ARTICLE 3 THE SURVIVING CORPORATION SECTION 3.01. Certificate of Incorporation..................................3 SECTION 3.02. Bylaws........................................................3 SECTION 3.03. Directors and Officers........................................3 ARTICLE 4 MISCELLANEOUS SECTION 4.01. Governing Law.................................................3 i AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of July 28, 2000 among COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation and a wholly owned subsidiary of Comcast Corporation ("CCCI"), COMCAST JOIN HOLDINGS, INC., a Delaware corporation and a wholly owned subsidiary of Comcast Corporation ("Comcast JOIN"), and COMCAST LCI HOLDINGS, INC., a Delaware corporation and a wholly-owned subsidiary of Comcast Corporation ("Comcast LCI"). The parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings: "CCCI Stock" means the common stock, $1.00 par value, of CCCI. "Comcast JOIN Stock" means the common stock, $1.00 par value, of Comcast JOIN. "Comcast LCI Stock" means the common stock, $1.00 par value, of Comcast LCI. "Delaware Law" means the General Corporation Law of the State of Delaware. "Person" means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Subsidiary" means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such person. ARTICLE 2 THE MERGER SECTION 2.01. The Merger. (a) At the Effective Time, each of Comcast JOIN and Comcast LCI shall be merged (the "Mergers") with and into CCCI in accordance with Delaware Law, whereupon the separate existence of each of Comcast JOIN and Comcast LCI shall cease, and CCCI shall be the surviving corporation (the "Surviving Corporation"). (b) Promptly after the execution hereof, the parties will file certificates of merger with the Delaware Secretary of State. The Mergers shall become effective at such time (the "Effective Time") as the certificates of merger are duly filed with the Delaware Secretary of State (or at such later time as may be specified in the certificates of merger). (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Comcast JOIN and Comcast LCI, all as provided under Delaware Law. SECTION 2.02. Effect on Shares. At the Effective Time, (a) each share of Comcast JOIN Stock and Comcast LCI Stock outstanding immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto; (b) each share of Comcast JOIN Stock and Comcast LCI Stock held by Comcast JOIN or Comcast LCI, as the case may be, as treasury stock or owned by CCCI or any of its Subsidiaries immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto; (c) each share of CCCI Stock outstanding immediately prior to the Effective Time shall remain outstanding and be unaffected by the Merger; and (d) each share of CCCI Stock held by CCCI, as treasury stock or owned by Comcast Corporation, a Pennsylvania corporation, or any of its Subsidiaries immediately prior to the Effective Time shall be unaffected by the Merger. 2 ARTICLE 3 THE SURVIVING CORPORATION SECTION 3.01. Certificate of Incorporation. The certificate of incorporation of the Surviving Corporation in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law. SECTION 3.02. Bylaws. The bylaws of the Surviving Corporation in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law. SECTION 3.03. Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of the Surviving Corporation at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Surviving Corporation at the Effective Time shall be the officers of the Surviving Corporation. ARTICLE 4 MISCELLANEOUS SECTION 4.01. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. COMCAST CABLE COMMUNICATIONS, INC. By: /s/ Arthur R. Block ------------------------------------ Name: Arthur R. Block Title: COMCAST JOIN HOLDINGS, INC. By: /s/ Arthur R. Block ------------------------------------ Name: Arthur R. Block Title: COMCAST LCI HOLDINGS, INC. By: /s/ W. E. Dordelman ------------------------------------ Name: W. E. Dordelman Title: 4 -----END PRIVACY-ENHANCED MESSAGE-----