-----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, VMN3HIwJHgykzamNQfnXePcaiC87XSCZu3x1dZc1DomSufqqCUk8w+pZA9NFeTw6 sD46PDBuKc+PlPjO+Vsb+A== 0000950159-99-000120.txt : 19990507 0000950159-99-000120.hdr.sgml : 19990507 ACCESSION NUMBER: 0000950159-99-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990504 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 231709202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-06983 FILM NUMBER: 99612880 BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 4, 1999 COMCAST CORPORATION ------------------------------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 000-06983 23-1709202 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS employer of incorporation) file number) identification 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 May 4, 1999, Comcast Corporation, a Pennsylvania corporation ("Comcast"), entered into an agreement (the "Agreement") with AT&T Corp., a New York corporation ("AT&T"). A joint press release announcing the Agreement was issued by Comcast and AT&T on May 4, 1999. The information contained in the press release is incorporated herein by reference. The press release is attached hereto as Exhibit 99.1. On May 6, 1999, MediaOne Group, Inc, a Delaware corporation ("MediaOne"), terminated the Agreement and Plan of Merger (the "Merger Agreement") dated as of March 22, 1999 between Comcast and MediaOne. A press release announcing the termination was issued by Comcast on May 6, 1999. The information contained in the press release is incorporated herein by reference. The press release is attached as Exhibit 99.2. ITEM 7(c). EXHIBITS 99.1 Joint Press Release dated May 4, 1999. 99.2 Press Release dated May 6, 1999. 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. COMCAST CORPORATION Dated: May 6, 1999 By: /s/ Joseph J. Euteneuer --------------------------------------- Vice President and Corporate Controller 2 EX-99.1 2 COMCAST CORPORATION NEWS RELEASE - ------------------------------------------------------------------------------- Adele Ambrose, AT&T John R. Alchin, Comcast Vice President Public Relations Senior Vice President and Treasurer 908-221-6900 (office) (215) 981-7503 888-602-5420 (pager) William E. Dordelman, Comcast Eileen M. Connolly, AT&T Vice President, Finance Director Financial Communications (215) 981-7550 908-221-6731 (office) 888-602-5417 (pager) Marlene S. Dooner, Comcast Senior Director, Investor Relations (215) 981-7392 AT&T and Comcast Agree To Swap Cable Systems Comcast to Add 2 Million New Subscribers Two Companies To Collaborate In Offering Cable Telephony FOR RELEASE: TUESDAY, MAY 4, 1999 NEW YORK -- AT&T and Comcast Corporation today announced that they had reached an agreement under which Comcast will be able to increase its cable subscribers by about two million households and the two companies will collaborate in bringing competitive local telephone service to Comcast's customers. Under the agreement, AT&T and Comcast will exchange various cable systems, resulting in a net addition to Comcast of approximately 750,000 subscribers. The swaps are designed to improve each company's geographic coverage by better clustering its systems. Because Comcast will receive more subscribers than it is contributing in the swaps, it will pay AT&T consideration having a value of approximately $4,500 per added subscriber for a total value of $3.0 to $3.5 billion. The majority of the exchanges are subject to completion of the AT&T/MediaOne merger, as well as to customary closing conditions. Comcast will also receive an option from AT&T to purchase, over the next three years, additional cable systems with a total of approximately 1.25 million subscribers. The exercise of this option is also contingent on the completion of the AT&T/MediaOne merger. The price for these additional systems is expected to be consideration having a value of approximately $5.7 billion (subject to reduction for any long-term debt and other liabilities of the acquired systems). --more-- - 2- Comcast has also agreed to offer AT&T-branded telephony in all of its markets on an expedited basis, as soon as AT&T has concluded separate telephony agreements with at least two other non-AT&T affiliated multiple system operators. Comcast will be entitled to the most favorable terms AT&T has reached with any of those cable operators. "These agreements are great news for millions of American families who will now have a choice in local phone service," said AT&T Chairman and CEO C. Michael Armstrong. "This transaction makes strategic sense for both companies. Geographic clustering enables more effective telephony competition. And AT&T is proud to join with Comcast in bringing AT&T-branded communications services to its customers." "This is a terrific outcome for Comcast shareholders. Through this transaction, Comcast firmly establishes its leadership role in the industry by becoming the third-largest cable company, with more than 8 million subscribers. While growing significantly in absolute terms, we have strengthened our local and regional presence through additional clustering," said Brian L. Roberts, President of Comcast Corporation. "In addition to these valuable cable assets, this agreement greatly accelerates our entrance into telephony and will enable us to more quickly create and provide important new products to our customers. This is a different outcome than our MediaOne proposal, but it is an elegant win-win result." The purchase price for the net additional subscribers resulting from the swap transactions can be paid in a number of ways, including in shares of AT&T common stock currently owned or subsequently acquired by Comcast. The value of any AT&T common stock exchanged in these transactions will be set at their average trading price during the 20-trading day period beginning June 6. When Comcast exercises its option to acquire the additional systems serving AT&T cable subscribers, it will compensate AT&T in shares of Comcast Class A Special Common Stock (CMCSK), which will be valued on the same basis, or with other forms of consideration of equivalent value. Except for any portion of the swap transactions paid in cash or in certain other equity securities, each of these transactions is expected to be concluded on a tax-free basis. AT&T was advised by Goldman, Sachs & Co., CS First Boston and received legal counsel from Wachtell, Lipton, Rosen & Katz. Comcast was advised by Salomon Smith Barney, Lazard Freres & Co. LLC., and Davis Polk & Wardwell. AT&T (http://www.ADT.com) is the world's premier provider of voice and data communications, with more than 80 million customers, including businesses, government and consumers. AT&T runs the world's largest, most powerful long-distance network and the largest wireless network in North America. The company is a leading supplier of data and Internet services for businesses and the nation's largest direct Internet service provider to consumers. AT&T also provides local telephone service to a growing number of businesses. -- more -- - 3 - Comcast Corporation (http://www.comcast.com) is principally engaged in the development, management and operation of broadband cable networks and in the provision of content through principal ownership of QVC, Comcast-Spectacor and Comcast SportsNet, a controlling interest in E! Entertainment Television and through programming investments. Comcast's Class A Special Common Stock and Class A Common Stock are traded on The Nasdaq Stock Market under the symbols CMCSK and CMCSA, respectively. # # # EX-99.2 3 COMCAST CORPORATION NEWS RELEASE - ------------------------------------------------------------------------------- Contact: John R. Alchin, Senior Vice President and Treasurer (215) 981-7503 William E. Dordelman, Vice President, Finance (215) 981-7550 Marlene S. Dooner, Senior Director, Investor Relations (215) 981-7392 FOR IMMEDIATE RELEASE COMCAST-MEDIAONE MERGER AGREEMENT TERMINATED Comcast receives $1.5 Billion Termination Fee Philadelphia, PA - May 6, 1999....Comcast Corporation announced today that MediaOne has terminated the Merger Agreement dated as of March 22, 1999 between Comcast and MediaOne. MediaOne has paid Comcast the $1.5 billion termination fee, as required under the Merger Agreement. Comcast Corporation (http://www.comcast.com) is principally engaged in the development, management and operation of broadband cable networks and in the provision of content through principal ownership of QVC, Comcast-Spectacor and Comcast SportsNet, a controlling interest in E! Entertainment Television and through other programming investments. Comcast's Class A Special Common Stock and Class A Common Stock are traded on The Nasdaq Stock Market under the symbols CMCSK and CMCSA, respectively. #### -----END PRIVACY-ENHANCED MESSAGE-----