-----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, FWIgqkpUPk/yI+6xaKynPQ6KWr/WGt9hKigKLWg8i3xg5oM/1eo+IwozLgEomU0i XN3xIXjI0hwa1kRtEsJKJA== 0000950159-00-000071.txt : 20000307 0000950159-00-000071.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950159-00-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000303 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST JOIN HOLDINGS INC CENTRAL INDEX KEY: 0000275605 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 233025248 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09953 FILM NUMBER: 561132 BUSINESS ADDRESS: STREET 1: C/O COMCAST CORP STREET 2: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 9697 EAST MINERAL AVENUE CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: JONES INTERCABLE INC DATE OF NAME CHANGE: 19920703 8-K 1 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): March 2, 2000 COMCAST JOIN HOLDINGS, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-9953 23-3025248 - ------------------------ ------------------------ ------------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) c/o Comcast Corporation 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 March 2, 2000, Comcast Corporation ("Comcast") announced that it had completed the acquisition by merger of Jones Intercable, Inc. ("Jones"), an indirect controlled subsidiary of Comcast. Each former Jones shareholder is entitled to receive 1.4 shares of Comcast Class A Special Common Stock for each share of Jones. In the merger, Comcast issued a total of 58.9 million shares of its Class A Special Common Stock and acquired the 60.4% of the stock of Jones that it did not previously own. As a result, Jones has been merged with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast. A press release announcing the completion of the merger was issued by Comcast on March 2, 2000. The information contained in the press release is incorporated herein by reference. The press release is attached hereto as Exhibit 99.1. ITEM 7. Financial Statements and Exhibits. (c) Exhibits: 10.1 Agreement and Plan of Merger among Jones Intercable, Inc., Comcast Corporation and Comcast JOIN Holdings, Inc., dated as of December 22, 1999 (incorporated by reference to Appendix A to Comcast Corporation's Registration Statement on Form S-4, as amended, filed on January 26, 2000). 99.1 Press Release dated March 2, 2000. 2 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 3, 1999 COMCAST JOIN HOLDINGS, INC. By: /s/ Joseph J. Euteneuer ----------------------- Joseph J. Euteneuer Vice President (Authorized Officer) 3 EXHIBIT INDEX ------------- 10.1 Agreement and Plan of Merger among Jones Intercable, Inc., Comcast Corporation and Comcast JOIN Holdings, Inc., dated as of December 22, 1999 (incorporated by reference to Appendix A to Comcast Corporation's Registration Statement on Form S-4, as amended, filed on January 26, 2000). 99.1 Press Release dated March 2, 2000. 4 EX-99.1 2 Contact: Ken Mikalauskas, Vice President, Finance (215) 981-7541 Kelley Claypool, Manager, Investor Relations (215) 655-8016 FOR IMMEDIATE RELEASE COMCAST COMPLETES ACQUISITION OF JONES INTERCABLE, INC. Philadelphia, PA - March 2, 2000: Comcast Corporation (NASDAQ:CMCSK, CMCSA) announced today that it has completed the acquisition by merger of Jones Intercable, Inc. (NASDAQ: JOIN, JOINA), previously a publicly-traded controlled subsidiary of Comcast. Each former Jones shareholder will receive 1.4 shares of Comcast Class A Special Common Stock (CMCSK) for each share of Jones Intercable, Inc. (JOIN and JOINA). In the merger, Comcast issued approximately 58.9 million shares of its Class A Special Common Stock and acquired the 60.4% of the stock of Jones Intercable, Inc., that it did not previously own. As a result, Jones Intercable, Inc. has been merged with and into Comcast JOIN Holdings, Inc., a wholly-owned subsidiary of Comcast. With the recent acquisition of Lenfest Communications, Inc. and other pending transactions, Comcast Cable will serve over 8.2 million customers. More than four million of these customers will be located in the Mid-Atlantic region, stretching from New Jersey to suburban Washington, D.C. Comcast views geographic consolidation of key markets as critically important to the company's future, enhancing its ability to offer expanded digital video and high-speed Internet access services to its customers and helping accelerate deployment of future services, such as residential and commercial telephone, through its networks. Comcast Corporation (www.comcast.com) is principally involved in the development, management and operation of broadband cable networks and the provision of programming content through its consolidated subsidiaries including QVC, Comcast- Spectacor, Comcast SportsNet and 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-----