e424b2
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-132750
PROSPECTUS SUPPLEMENT
(To prospectus dated
March 27, 2006)
$300,000,000 7.00% Notes due 2055
We will pay interest on the notes on May 15,
August 15, November 15 and February 15 of each
year, beginning on August 15, 2006. The notes will bear
interest at a rate of 7.00% per year and will mature on
May 15, 2055. We may redeem the notes, in whole or in part,
at any time on or after May 15, 2011 at a redemption price
equal to 100% of the principal amount redeemed plus accrued and
unpaid interest to the redemption date.
The notes will be unsecured and will rank equally with all of
our unsecured and unsubordinated indebtedness. The notes will be
fully and unconditionally guaranteed by our wholly-owned cable
subsidiaries named in this prospectus supplement and in the
accompanying prospectus. The notes will be issued in minimum
denominations of $25 and in multiples of $25.
The notes have been approved for listing on the New York Stock
Exchange and we expect trading in the notes on the New York
Stock Exchange to begin within 30 days after the original
issue date. The notes are expected to trade flat.
This means that purchasers will not pay, and sellers will not
receive, any accrued and unpaid interest on the notes that is
not included in the trading price.
Investing in the notes involves risks that are described in
the Risk Factors section of our Annual Report on
Form 10-K for the
year ended December 31, 2005, Quarterly Report on
Form 10-Q for the
three months ended March 31, 2006 and beginning on
page S-3 of this prospectus supplement.
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Price to | |
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Underwriters | |
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Proceeds to Us | |
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Investors(1) | |
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Discount(2) | |
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Before Expenses | |
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Per note
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100 |
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3.144 |
% |
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96.856 |
% |
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Total
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$ |
300,000,000 |
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$ |
9,432,750 |
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$ |
290,567,250 |
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(1) |
Plus accrued interest, if any, from May 10, 2006, if
settlement occurs after that date. |
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(2) |
Represents the weighted average underwriting discount for orders
by retail and institutional investors. See
Underwriting beginning on
page S-11 of this
prospectus supplement for a discussion regarding underwriting
discounts. |
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
We have granted the underwriters the right to purchase up to an
additional $45,000,000 aggregate principal amount of notes to
cover over-allotments.
The notes will be ready for delivery only through The Depository
Trust Company and its participants, including Euroclear and
Clearstream, in book-entry form on or about May 10, 2006.
Joint Book-Running Managers
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Citigroup |
Wachovia Securities |
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Merrill Lynch & Co.
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Morgan Stanley |
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UBS Investment Bank |
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Banc of America Securities LLC
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Deutsche Bank Securities |
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JPMorgan |
LaSalle Financial Services, Inc.
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Lehman Brothers |
The date of this prospectus supplement is May 3, 2006.
CALCULATION OF REGISTRATION FEE
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Maximum |
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Amount Of |
Title Of Each Class |
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Amount To Be |
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Aggregate |
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Registration |
Of Securities To Be Registered |
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Registered |
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Offering Price |
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Fee (1) |
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7.00% Notes due 2055
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$345,000,000 |
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100% |
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$36,915 |
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(1) |
Calculated in accordance with Rule 457(r) of the Securities
Act of 1933. |
TABLE OF CONTENTS
Prospectus Supplement
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S-1 |
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S-3 |
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S-5 |
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S-6 |
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S-6 |
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S-7 |
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S-11 |
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S-14 |
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Prospectus |
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27 |
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You should rely only on the information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and the free writing prospectus relating
to the notes. We have not, and the underwriters have not,
authorized any other person to provide you with different
information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not,
and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in
this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference is accurate only as of their
respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
-i-
(This page has been left blank intentionally.)
PROSPECTUS SUPPLEMENT SUMMARY
The Companies
Comcast Corporation
We are the largest broadband cable provider in the United States
and offer a wide variety of consumer entertainment and
communication products and services, serving approximately
21.5 million video subscribers, 9.0 million high-speed
Internet subscribers and 1.5 million phone subscribers at
March 31, 2006. We were incorporated under the laws of
Pennsylvania in December 2001. Through our predecessors
(including our immediate predecessor Comcast Holdings), we have
developed, managed and operated broadband cable systems since
1963.
We manage our operations through two reportable segments,
Cable and Content. The Cable segment
generates approximately 95% of our consolidated revenues.
Our Cable segment develops, manages and operates our broadband
cable systems, including video, high-speed Internet and phone
services.
Our Content segment includes our six national cable networks: E!
Entertainment Television, Style Network, The Golf Channel, OLN,
G4, and AZN Television (formerly known as the International
Channel).
Our other business interests include Comcast Spectacor, which
owns the Philadelphia Flyers, the Philadelphia 76ers and two
large multipurpose arenas in Philadelphia, and manages other
facilities for sporting events, concerts and other events.
For a description of our business, financial condition, results
of operations and other important information regarding us, see
our filings with the SEC incorporated by reference in the
accompanying prospectus. For instructions on how to find copies
of these and our other filings incorporated by reference in the
accompanying prospectus, see Available Information
in the accompanying prospectus.
Our principal executive office is located at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148. Our telephone number is
(215) 665-1700. The address of our web site is
www.comcast.com. The information on our web site is not part of
this prospectus supplement or the accompanying prospectus.
Cable Guarantors
Our obligations, including the payment of principal, premium, if
any, and interest on the notes will be fully and unconditionally
guaranteed by each of Comcast Cable Communications, LLC, Comcast
Cable Communications Holdings, Inc., Comcast Cable Holdings,
LLC, Comcast MO Group, Inc. and Comcast MO of Delaware, LLC. In
this prospectus supplement, we refer to these guarantors as the
cable guarantors and to these guarantees as the cable guarantees.
The cable guarantees will not contain any restrictions on the
ability of any cable guarantor to:
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pay dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of that cable
guarantors capital stock; or |
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make any payment of principal, interest or premium, if any, on
or repay, repurchase or redeem any debt securities of that cable
guarantor. |
Each cable guarantors principal place of business is 1500
Market Street, Philadelphia, Pennsylvania 19102-2148.
The Offering
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Issuer |
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Comcast Corporation. |
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Securities Offered |
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$300,000,000 aggregate principal amount of 7.00% Notes due
2055. |
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Maturity |
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The notes will mature on May 15, 2055. |
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Interest |
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Interest on the notes will accrue at the rate of 7.00% per
year, payable quarterly in cash in arrears on each May 15,
August 15, November 15 and February 15, beginning on
August 15, 2006. |
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Ranking |
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The notes will be unsecured and will rank equally with all of
our unsecured and unsubordinated indebtedness. |
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Cable Guarantors |
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Comcast Cable Communications, LLC, Comcast Cable Communications
Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO Group,
Inc. and Comcast MO of Delaware, LLC. |
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Cable Guarantees |
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The cable guarantors will fully and unconditionally guarantee
the notes, including the payment of principal, premium, if any,
and interest. The cable guarantees will rank equally with all
other general unsecured and unsubordinated obligations of the
cable guarantors. |
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Optional Redemption |
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We may redeem the notes, in whole or in part, at any time on or
after May 15, 2011 at a redemption price equal to 100% of
the principal amount redeemed plus accrued and unpaid interest
to the redemption date. |
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Use of Proceeds |
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We intend to use the proceeds from this offering, after
deducting fees and expenses related to this offering, for
working capital and general corporate purposes, which may
include funding the repayment of a portion of our
8.3% Senior Notes due 2006. |
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Book Entry |
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The notes will be issued in book-entry form and will be
represented by global notes deposited with, or on behalf of, DTC
and registered in the name of DTC or its nominees. Beneficial
interests in any of the notes will be shown on, and transfers
will be effected only through, records maintained by DTC or its
nominee, and these beneficial interests may not be exchanged for
certificated notes, except in limited circumstances. See
Description of the Notes Book- Entry
System in this prospectus supplement. |
S-2
RISK FACTORS
Prospective investors should carefully consider all of the
information set forth in this prospectus supplement, the
accompanying prospectus and any documents incorporated herein by
reference before deciding to invest in any of the notes. The
following is not intended as, and should not be construed as, an
exhaustive list of relevant risk factors. There may be other
risks that a prospective investor should consider that are
relevant to its own particular circumstances or generally.
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We and our subsidiaries have significant debt and
debt-like obligations and may not maintain investment-grade
credit ratings. |
We and our subsidiaries have a significant amount of debt and
debt-like obligations. Our credit rating and the credit ratings
of our subsidiaries may in the future be lower than the current
or historical credit ratings. In addition, it is possible that
we or any of our subsidiaries that issue debt may not obtain or
maintain an investment-grade credit rating. Differences in
credit ratings would affect the interest rates charged on
financings, as well as the amounts of indebtedness, types of
financing structures and debt markets that may be available to
us and our subsidiaries. A downgrade in our or any of our
subsidiaries existing credit ratings or failure by us and
our subsidiaries to maintain investment-grade credit ratings
could have a material adverse effect on our operating results,
our ability to obtain additional financing and on the market
value of the notes.
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The indenture that governs the notes does not restrict our
ability to incur additional indebtedness, which could make our
debt securities more risky in the future. |
As of March 31, 2006, our consolidated indebtedness was
approximately $24.1 billion. The indenture that governs the
notes does not restrict our ability or our subsidiaries
ability to incur additional indebtedness. The degree to which we
incur additional debt could have important consequences to
holders of the notes, including:
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limiting our ability to obtain any necessary financing in the
future for working capital, capital expenditures, debt service
requirements or other purposes; |
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requiring us to dedicate a substantial portion of our cash flows
from operations to the payment of indebtedness and not for other
purposes, such as working capital and capital expenditures; |
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limiting our flexibility to plan for, or react to, changes in
our businesses; |
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making us more indebted than some of our competitors, which may
place us at a competitive disadvantage; and |
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making us more vulnerable to a downturn in our businesses. |
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Although the notes have been approved for listing on the
New York Stock Exchange, we cannot assure you that an active
trading market will develop for the notes. |
The notes are a new issue of securities for which there is no
trading market. Although the notes have been approved for
listing on the New York Stock Exchange, we can provide no
assurance regarding the future development or maintenance of a
market for the notes or the ability of holders of the notes to
sell their notes. If such a market were to develop on the New
York Stock Exchange or otherwise, the notes could trade at
prices which may be higher or lower than the initial offering
price depending on many factors independent of our
creditworthiness, including, among other things:
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the time remaining to the maturity of the notes; |
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the outstanding principal amount of the notes; and |
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the level, direction and volatility of market interest rates
generally. |
S-3
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We may choose to redeem the notes prior to
maturity. |
We may redeem all or a portion of the notes at any time on or
after May 15, 2011 at a redemption price equal to 100% of
the principal amount redeemed plus accrued and unpaid interest
to the redemption date. If prevailing interest rates are lower
at the time of redemption, you may not be able to reinvest the
redemption proceeds in a comparable security at an interest rate
as high as the interest rate of the notes being redeemed. Our
redemption right may also adversely affect your ability to sell
your notes as May 15, 2011 approaches and after such date.
S-4
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table sets forth our selected consolidated
financial data. The selected consolidated financial data as of
and for each of the years in the five-year period ended
December 31, 2005 were derived from our audited
consolidated financial statements. You should read the following
data in conjunction with our consolidated financial statements
and notes and Managements Discussion and Analysis of
Financial Condition and Results of Operations included in our
Annual Report on
Form 10-K for the
year ended December 31, 2005 and our Quarterly Report on
Form 10-Q for the
three months ended March 31, 2006, each of which are
incorporated herein by reference.
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Three Months | |
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Year Ended December 31 | |
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Ended March 31 | |
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2001 | |
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2002(1) | |
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2003 | |
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2004 | |
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2005 | |
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2005 | |
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2006 | |
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(Unaudited) | |
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(In millions, except per share data) | |
Statement of Operations Data:
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Revenues
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$ |
5,937 |
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$ |
8,102 |
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$ |
18,348 |
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$ |
20,307 |
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$ |
22,255 |
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$ |
5,363 |
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$ |
5,901 |
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Operating income (loss)
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(1,325 |
) |
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921 |
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1,954 |
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2,908 |
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3,690 |
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866 |
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1,050 |
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Income (loss) from continuing operations before cumulative
effect of accounting change
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4 |
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(469 |
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(218 |
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970 |
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928 |
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143 |
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466 |
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Discontinued operations(2)
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220 |
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195 |
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3,458 |
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Cumulative effect of accounting change(3)
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385 |
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Net income (loss)
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609 |
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(274 |
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3,240 |
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970 |
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928 |
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143 |
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466 |
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Basic earnings (loss) for common stockholders per common
share
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Income (loss) from continuing operations before cumulative
effect of accounting change
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$ |
0.00 |
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$ |
(0.42 |
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$ |
(0.10 |
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$ |
0.43 |
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$ |
0.42 |
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$ |
0.06 |
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$ |
0.22 |
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Discontinued operations
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0.24 |
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0.17 |
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1.54 |
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Cumulative effect of accounting change(3)
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0.40 |
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Net income (loss)
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$ |
0.64 |
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$ |
(0.25 |
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$ |
1.44 |
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$ |
0.43 |
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$ |
0.42 |
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$ |
0.06 |
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$ |
0.22 |
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Diluted earnings (loss) for common stockholders per common
share
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Income (loss) from continuing operations before cumulative
effect of accounting change
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$ |
0.00 |
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$ |
(0.42 |
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$ |
(0.10 |
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$ |
0.43 |
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$ |
0.42 |
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$ |
0.06 |
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$ |
0.22 |
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Discontinued operations(2)
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0.23 |
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0.17 |
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1.54 |
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Cumulative effect of accounting change(3)
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0.40 |
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Net income (loss)
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$ |
0.63 |
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$ |
(0.25 |
) |
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$ |
1.44 |
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$ |
0.43 |
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$ |
0.42 |
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$ |
0.06 |
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$ |
0.22 |
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S-5
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As of | |
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As of December 31 | |
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March 31 | |
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2001 | |
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2002 | |
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2003 | |
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2004 | |
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2005 | |
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2006 | |
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(unaudited) | |
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(in millions) | |
Balance Sheet Data:
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Total assets
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$ |
38,261 |
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$ |
113,128 |
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$ |
109,159 |
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$ |
104,694 |
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$ |
103,146 |
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$ |
102,982 |
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Long term debt, less current portion
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11,679 |
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27,956 |
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23,835 |
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20,093 |
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21,682 |
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23,249 |
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Stockholders equity
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14,473 |
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38,329 |
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41,662 |
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41,422 |
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40,219 |
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40,026 |
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(1) |
On November 18, 2002, we completed the acquisition of
AT&Ts broadband business, which has substantially
increased the size of our cable operations. |
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(2) |
In September 2003, we disposed of our interest in QVC to Liberty
Media Corporation. QVC is presented as a discontinued operation
for the years ended on and before December 31, 2003 (see
Note 5 to our consolidated financial statements included in
the Annual Report on
Form 10-K for the
year ended December 31, 2005). |
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(3) |
In 2001, we recognized as income a cumulative effect of
accounting change upon adoption of SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activities. |
USE OF PROCEEDS
We intend to use the proceeds from this offering, after
deducting fees and expenses related to this offering, for
working capital and general corporate purposes, which may
include funding the repayment of a portion of our
8.3% Senior Notes due 2006.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges was as follows for the
respective periods indicated:
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Three |
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Months |
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Ended |
Year Ended December 31 |
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March 31 |
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2001 |
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2002 |
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2003 |
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2004 |
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2005 |
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2006 |
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|
|
|
|
|
|
|
1.33x
|
|
(1) |
|
(1) |
|
1.97x |
|
2.01x |
|
2.40x |
|
|
(1) |
For the years ended December 31, 2003 and 2002, we had a
$76 million and $490 million deficiency, respectively,
of earnings to fixed charges. |
For purposes of calculating the ratio of earnings to fixed
charges, earnings is the amount resulting from (1) adding
(a) pretax income from continuing operations before
adjustment for minority interests in consolidated subsidiaries
or income or loss from equity investees, (b) fixed charges,
(c) amortization of capitalized interest,
(d) distributed income of equity investees and (e) our
share of pre-tax losses of equity investees for which charges
arising from guarantees are included in fixed charges and
(2) subtracting (i) interest capitalized,
(ii) preference security dividend requirements of
consolidated subsidiaries and (iii) the minority interest
in pre-tax income of subsidiaries that have not incurred fixed
charges. Fixed charges is the sum of (w) interest expensed
and capitalized, (x) amortized premiums, discounts and
capitalized expenses related to indebtedness, (y) an
estimate of the interest within rental expense and
(z) preference security dividend requirements of our
consolidated subsidiaries. Preferred security dividend is the
amount of pre-tax earnings that is required to pay the dividends
on outstanding preference securities.
S-6
DESCRIPTION OF THE NOTES
We are offering $300,000,000 aggregate principal amount of our
7.00% Notes due 2055. The notes will be a separate series
of securities issued under an indenture, dated as of
January 7, 2003 and amended as of March 25, 2003,
among us, the cable guarantors and The Bank of New York, as
trustee. The notes will be our direct unsecured and
unsubordinated obligations and will be fully and unconditionally
guaranteed by Comcast Cable, Comcast Cable Communications
Holdings, Comcast Cable Holdings, Comcast MO Group and Comcast
MO of Delaware, referred to as the cable guarantors, as
described below. The terms of the notes include those stated in
the indenture and those made part of the indenture by reference
to the Trust Indenture Act of 1939, as amended. The indenture
provides that we will have the ability to issue securities with
terms different from those of the notes. We also have the
ability to reopen this series of notes and issue
additional notes. Additional notes of such series will be
consolidated with and form a single series with the notes then
outstanding. Copies of the indenture and the form of notes are
available from us upon request.
The following, along with the additional information contained
in the accompanying prospectus under Description of Debt
Securities and Cable Guarantees, is a summary of the
material provisions of the indenture, the notes and the cable
guarantees. Because this is a summary, it may not contain all
the information that is important to you. For further
information, you should read the notes and the indenture.
Basic Terms of the Notes
The notes:
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|
|
will rank equally with all of our other unsecured and
unsubordinated debt and will be entitled to the benefits of the
cable guarantees described below; |
|
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|
will be issued in an initial aggregate principal amount of
$300,000,000, maturing on May 15, 2055, with interest
payable quarterly on each May 15, August 15, November
15 and February 15, beginning August 15, 2006, to
holders of record on the preceding May 1, August 1,
November 1 and February 1; and |
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|
are issuable in fully registered form, in denominations of
$25.00 and multiples thereof. |
Interest Payments
Interest on the notes will be computed on the basis of a
360-day year consisting
of twelve 30-day
months. Interest on the notes will accrue from the date of
original issuance, or from the most recent interest payment date
to which interest has been paid and will be payable quarterly on
interest payment dates described for each year.
For more information on payment and transfer procedures for the
notes, see Book-Entry System below.
Cable Guarantees
Our obligations, including the payment of principal, premium, if
any, and interest, will be fully and unconditionally guaranteed
by each of the cable guarantors as described in the accompanying
prospectus.
The cable guarantees will not contain any restrictions on the
ability of any cable guarantor to (i) pay dividends or
distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of that cable
guarantors capital stock or (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase
or redeem any debt securities of that cable guarantor.
Optional Redemption
We will have the right at our option to redeem the notes in
whole or in part, at any time or from time to time on or after
May 15, 2011 and prior to their maturity, on at least
30 days, but not more than
S-7
60 days, prior notice mailed to the registered address of
each holder, at a redemption price equal to 100% of the
principal amount of such notes, plus any accrued and unpaid
interest thereon to the date of redemption.
On and after the redemption date, interest will cease to accrue
on the notes or any portion of the notes called for redemption
(unless we default in the payment of the redemption price and
accrued interest). On or before the redemption date, we will
deposit with the trustee money sufficient to pay the redemption
price of and (unless the redemption date shall be an interest
payment date) accrued and unpaid interest to the redemption date
on the notes to be redeemed on such date. If less than all of
the notes of any series are to be redeemed, the notes to be
redeemed shall be selected by the trustee by such method as the
trustee shall deem fair and appropriate. Additionally, we may at
any time repurchase notes in the open market and may hold or
surrender such notes to the trustee for cancellation.
Trading Characteristics
The notes have been approved for listing on the New York Stock
Exchange. We expect the notes to trade at a price that takes
into account the value, if any, of accrued but unpaid interest.
This means that purchasers will not pay, and sellers will not
receive, accrued but unpaid interest on the notes that is not
included in their trading price.
No Mandatory Redemption or Sinking Fund
There will be no mandatory redemption prior to maturity or
sinking fund payments for the notes.
Additional Debt
The indenture does not limit the amount of debt we may issue
under the indenture or otherwise.
Book-Entry System
We will initially issue the notes in the form of one or more
global notes (the Global Notes). The Global Notes
will be deposited with, or on behalf of, The Depository Trust
Company (DTC) and registered in the name of DTC or
its nominee. Except as set forth below, the Global Notes may be
transferred, in whole and not in part, only to DTC or another
nominee of DTC. A holder may hold beneficial interests in the
Global Notes directly through DTC if such holder has an account
with DTC or indirectly through organizations which have accounts
with DTC, including Euroclear and Clearstream.
DTC has advised us as follows: DTC is a limited purpose trust
company organized under the laws of the State of New York, a
member of the Federal Reserve System, a clearing corporation
within the meaning of the New York Uniform Commercial Code and a
clearing agency registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC was created to hold
securities of institutions that have accounts with DTC
(participants) and to facilitate the clearance and
settlement of securities transactions among its participants in
such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTCs
participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other
organizations. Access to DTCs book-entry system is also
available to others such as banks, brokers, dealers and trust
companies (collectively, the indirect participants)
that clear through or maintain a custodial relationship with a
participant, whether directly or indirectly.
We expect that pursuant to procedures established by DTC, upon
the deposit of the Global Notes with DTC, DTC will credit on its
book entry registration and transfer system the principal amount
of notes represented by such Global Notes to the accounts of
participants. Ownership of beneficial interests in the Global
Notes will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial
interests in the Global Notes will be shown on and the transfer
of those ownership
S-8
interests will be effected only through, records maintained by
DTC (with respect to participants interests), the
participants and the indirect participants (with respect to the
owners of beneficial interests in the Global Note other than
participants). All interests in a Global Note deposited with DTC
are subject to the procedures and requirements of DTC.
The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such
securities in definitive form. Such limits and laws may impair
the ability to transfer or pledge beneficial interests in the
Global Notes.
So long as DTC (or its nominee) is the registered holder and
owner of a Global Note, DTC (or such nominee) will be considered
the sole legal owner and holder of the notes evidenced by such
Global Note for all purposes of such notes and the indenture.
Except as set forth below under Certificated
Notes, as an owner of a beneficial interest in a Global
Note, you will not be entitled to have the notes represented by
such Global Note registered in your name, will not receive or be
entitled to receive physical delivery of certificated notes and
will not be considered to be the owner or holder of any notes
under such Global Note. We understand that under existing
industry practice, in the event an owner of a beneficial
interest in a Global Note desires to take any action that DTC,
as the holder of such Global Note, is entitled to take, DTC
would authorize the participants to take such action, and the
participants would authorize beneficial owners owning through
such participants to take such action or would otherwise act
upon the instructions of beneficial owners owning through them.
We will make payments of principal of, premium, if any, and
interest on the notes represented by the Global Notes registered
in the name of and held by DTC or its nominee to DTC or its
nominee, as the case may be, as the registered owner and holder
of the Global Notes.
We expect that DTC (or its nominee), upon receipt of any payment
of principal of, premium, if any, or interest on the Global
Notes will credit the accounts of their relevant participants or
account holders, as applicable, with payments in amounts
proportionate to their respective beneficial interests in the
principal amount of the applicable Global Note as shown on the
records of DTC (or its nominee). We also expect that payments by
participants or indirect participants or account holders, as
applicable, to owners of beneficial interests in the Global
Notes held through such participants or indirect participants or
account holders will be governed by standing instructions and
customary practices and will be the responsibility of such
participants or indirect participants or account holders, as
applicable. We will not have any responsibility or liability for
any aspect of the records relating to, or payments made on
account of, beneficial ownership interests in the Global Notes
for any notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests or for
any other aspect of the relationship between DTC and its
participants or indirect participants, or the relationship
between such participants or indirect participants, and the
owners of beneficial interests in the Global Notes owning
through such participants.
All amounts payable under the notes will be payable in
U.S. dollars, except as may otherwise be agreed between any
applicable securities clearing system and any holders. Payments
will be subject in all cases to any fiscal or other laws and
regulations (including any regulations of any applicable
securities clearing system) applicable thereto. None of the
trustee, us, the cable guarantors or any of our or their
respective agents shall be liable to any holder of a Global Note
or other person for any commissions, costs, losses or expenses
in relation to or resulting from any currency conversion or
rounding effected in connection therewith. Investors may be
subject to foreign exchange risks that may have important
economic and tax consequences to them.
S-9
Subject to certain conditions, the notes represented by the
Global Notes are exchangeable for certificated notes in
definitive form of like tenor in denominations of $25.00
principal amount and multiples thereof if:
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(1) |
DTC provides notification that it is unwilling or unable to
continue as depositary for the Global Notes or DTC ceases to be
a clearing agency registered under the Exchange Act and, in
either case, a successor is not appointed within 90 days; |
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(2) |
we in our discretion at any time determine not to have all the
notes represented by the Global Notes; or |
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(3) |
a default entitling the holders of the applicable notes to
accelerate the maturity thereof has occurred and is continuing. |
Any note that is exchangeable as above is exchangeable for
certificated notes issuable in authorized denominations and
registered in such names as DTC shall direct. Subject to the
foregoing, a Global Note is not exchangeable, except for a
Global Note of the same aggregate denomination to be registered
in the name of DTC (or its nominee).
The indenture requires payments to be made in respect of the
applicable notes represented by the Global Notes (including
principal, premium and interest) by wire transfer of immediately
available funds to the accounts specified by the holder thereof
or, if no such account is specified, by mailing a check to such
holders registered address.
Payments (including principal, premium and interest) and
transfers with respect to notes in certificated form may be
executed at the office or agency maintained for such purpose
within the City and State of New York (initially the office of
the paying agent maintained for such purpose) or, at our option,
by check mailed to the holders thereof at the respective
addresses set forth in the register of holders of the applicable
notes, provided that all payments (including principal, premium
and interest) on notes in certificated form, for which the
holders thereof have given wire transfer instructions, will be
required to be made by wire transfer of immediately available
funds to the accounts specified by the holders thereof. No
service charge will be made for any registration of transfer,
but payment of a sum sufficient to cover any tax or governmental
charge payable in connection with that registration may be
required.
S-10
UNDERWRITING
We intend to offer the notes through the underwriters named
below. Subject to the terms and conditions contained in an
underwriting agreement, we have agreed to sell to the
underwriters and the underwriters severally have agreed to
purchase from us, the principal amount of the notes listed
opposite their names below.
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Underwriter |
|
Notes | |
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| |
Citigroup Global Markets Inc.
|
|
$ |
43,050,000 |
|
Wachovia Capital Markets, LLC
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|
|
43,050,000 |
|
Merrill Lynch, Pierce, Fenner &
Smith Incorporated |
|
|
42,000,000 |
|
Morgan Stanley & Co. Incorporated
|
|
|
42,000,000 |
|
UBS Securities LLC
|
|
|
42,000,000 |
|
Banc of America Securities LLC
|
|
|
6,000,000 |
|
Deutsche Bank Securities Inc.
|
|
|
6,000,000 |
|
J.P. Morgan Securities Inc.
|
|
|
6,000,000 |
|
LaSalle Financial Services, Inc.
|
|
|
6,000,000 |
|
Lehman Brothers Inc.
|
|
|
6,000,000 |
|
A.G. Edwards & Sons, Inc.
|
|
|
1,950,000 |
|
Barclays Capital Inc.
|
|
|
1,950,000 |
|
BB&T Capital Markets, a division of Scott &
Stringfellow, Inc.
|
|
|
1,950,000 |
|
Bear, Stearns & Co. Inc.
|
|
|
1,950,000 |
|
BNP Paribas Securities Corp.
|
|
|
1,950,000 |
|
Charles Schwab & Co., Inc.
|
|
|
1,950,000 |
|
Credit Suisse Securities (USA) LLC
|
|
|
1,950,000 |
|
FTN Financial Securities Corp.
|
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|
1,950,000 |
|
Goldman, Sachs & Co.
|
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|
1,950,000 |
|
H&R Block Financial Advisors, Inc.
|
|
|
1,950,000 |
|
Janney Montgomery Scott LLC
|
|
|
1,950,000 |
|
KeyBanc Capital Markets, a division of McDonald Investments
Inc.
|
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|
1,950,000 |
|
Morgan Keegan & Company, Inc.
|
|
|
1,950,000 |
|
Oppenheimer & Co. Inc.
|
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|
1,950,000 |
|
Pershing LLC
|
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|
1,950,000 |
|
Piper Jaffray & Co.
|
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|
1,950,000 |
|
Raymond James & Associates, Inc.
|
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|
1,950,000 |
|
RBC Dain Rauscher Inc.
|
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|
1,950,000 |
|
Robert W. Baird & Co. Incorporated
|
|
|
1,950,000 |
|
Stifel, Nicolaus & Company, Incorporated
|
|
|
1,950,000 |
|
TD Waterhouse Investor Services, Inc.
|
|
|
1,950,000 |
|
Wells Fargo Securities, LLC
|
|
|
1,950,000 |
|
B.C. Ziegler and Company
|
|
|
750,000 |
|
C.L. King & Associates, Inc.
|
|
|
750,000 |
|
Crowell, Weedon & Co.
|
|
|
750,000 |
|
Davenport & Company LLC
|
|
|
750,000 |
|
D.A. Davidson & Co.
|
|
|
750,000 |
|
Ferris, Baker Watts, Incorporated
|
|
|
750,000 |
|
S-11
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|
Underwriter |
|
Notes | |
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| |
Guzman & Company
|
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|
750,000 |
|
Jackson Securities, LLC
|
|
|
750,000 |
|
J.J.B. Hilliard, W.L. Lyons, Inc.
|
|
|
750,000 |
|
JVB Financial Group, Inc.
|
|
|
750,000 |
|
Keefe, Bruyette & Woods, Inc.
|
|
|
750,000 |
|
Loop Capital Markets, LLC
|
|
|
750,000 |
|
Mesirow Financial, Inc.
|
|
|
750,000 |
|
Ryan Beck & Co., Inc.
|
|
|
750,000 |
|
Samuel A. Ramirez & Company, Inc.
|
|
|
750,000 |
|
Southwest Securities, Inc.
|
|
|
750,000 |
|
SunTrust Capital Markets, Inc.
|
|
|
750,000 |
|
The Williams Capital Group, L.P.
|
|
|
750,000 |
|
Wedbush Morgan Securities Inc.
|
|
|
750,000 |
|
William Blair & Company, L.L.C.
|
|
|
750,000 |
|
|
|
|
|
Total
|
|
$ |
300,000,000 |
|
|
|
|
|
The underwriters have agreed to purchase all of the notes sold
pursuant to the underwriting agreement if any of these notes are
purchased. If an underwriter defaults, the underwriting
agreement provides that the purchase commitments of the
nondefaulting underwriters may be increased or the underwriting
agreement may be terminated.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the underwriters
may be required to make in respect of those liabilities.
The underwriters are offering the notes, subject to prior sale,
when, as and if issued to and accepted by them, subject to
approval of legal matters by their counsel, including the
validity of the notes, and other conditions contained in the
underwriting agreement, such as the receipt by the underwriters
of officers certificates and legal opinions. The
underwriters reserve the right to withdraw, cancel or modify
offers to the public and to reject orders in whole or in part.
Each underwriter has represented, warranted and agreed that:
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(a) in relation to each Member State of the European
Economic Area which has implemented the Prospectus Directive
(each, a Relevant Member State), with effect from
and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant
Implementation Date), it has not made and will not make an
offer of notes to the public in that Relevant Member State prior
to the publication of a prospectus in relation to the notes
which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in
that Relevant Member State, all in accordance with the
Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of
notes to the public in that Relevant Member State at any time: |
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(i) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities; |
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(ii) to any legal entity which has two or more of
(1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than
43,000,000 and
(3) an annual net turnover of more than
50,000,000, as shown in its last annual or consolidated
accounts; or |
S-12
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|
(iii) in any other circumstances which do not require the
publication by the Issuer of a prospectus pursuant to
Article 3 of the Prospectus Directive. |
For the purposes of this provision, the expression an
offer of notes to the public in relation to any notes in
any Relevant Member State means the communication in any form
and by any means of sufficient information on the terms of the
offer and the notes to be offered so as to enable an investor to
decide to purchase or subscribe the notes, as the same may be
varied in that Member State by any means implementing the
Prospectus Directive in that Member State, and the expression
Prospectus Directive means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant
Member State.
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(b) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the U.K. Financial
Services and Markets Act 2000 (FSMA) received by it
in connection with the issue or sale of the notes in
circumstances in which Section 21(1) of FSMA does not apply
to the Issuer or the cable guarantors; and |
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(c) it has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by
it in relation to the notes in, from or otherwise involving the
United Kingdom. |
Over-Allotment Option
We have granted to the underwriters an option, exercisable for
15 days from the date of this prospectus supplement, to
purchase up to an additional $45,000,000 aggregate
principal amount of notes at the public offering price less the
underwriting discount. The underwriters may exercise the option
solely for the purpose of covering over-allotments, if any, in
connection with this offering. To the extent the option is
exercised, each underwriter must purchase a number of additional
notes approximately proportionate to that underwriters
initial purchase commitment. If the underwriters exercise their
over-allotment option in full the total price to the public
would be $345,000,000, the total underwriting discounts and
commissions would be $10,850,250 and the total proceeds, before
deducting expenses, to us would be $334,149,750.
Commissions and Discounts
The underwriters have advised us that they propose initially to
offer the notes to the public at the public offering price on
the cover page of this prospectus supplement, and to dealers at
that price less a concession not in excess of $0.50 per
note for retail orders and $0.30 per note for institutional
orders. The underwriters may allow, and the dealers may reallow,
a discount not in excess of $0.45 per note to other
dealers. After the initial public offering, the public offering
prices, concessions and discounts may be changed.
The expenses of the offering, not including the underwriting
discount, are estimated to be $300,000 and are payable by us.
The following table shows the underwriting discounts and
commissions that we are to pay to the underwriters in connection
with this offering. These amounts are shown assuming both no
exercise and full exercise of the underwriters option to
purchase additional notes.
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|
|
|
|
|
|
|
|
|
|
No Exercise | |
|
Full Exercise | |
|
|
| |
|
| |
Per note (retail orders)
|
|
$ |
0.7875 |
|
|
$ |
0.7875 |
|
Per note (institutional orders)
|
|
$ |
0.5000 |
|
|
$ |
0.5000 |
|
Total
|
|
$ |
9,432,750 |
|
|
$ |
10,850,250 |
|
New Issue of Notes
The notes are a new issue of securities with no established
trading market. The notes have been approved for listing on the
New York Stock Exchange, and we expect trading in the notes on
the New York Stock Exchange to begin within 30 days after
the original issue date. We have been advised by the
underwriters that they presently intend to make a market in the
notes after completion of the offering.
S-13
However, they are under no obligation to do so and may
discontinue any market-making activities at any time without any
notice. We cannot assure the liquidity of the trading market for
the notes or that an active public market for the notes will
develop. If an active public trading market for the notes does
not develop, the market price and liquidity of the notes may be
adversely affected.
Price Stabilization and Short Positions
In connection with the offering, the underwriters are permitted
to engage in transactions that stabilize, the market price of
the notes. These stabilization transactions consist of bids or
purchases to peg, fix or maintain the price of the notes.
Specifically, the underwriters may sell a principal amount of
notes greater than they are obligated to purchase under the
underwriting agreement, creating a short position. A short sale
is covered if the short position is no greater than the
principal amount of notes available for purchase by the
underwriters under the over-allotment option. The underwriters
can close out a covered short sale by exercising the
over-allotment option or purchasing notes in the open market. In
determining the source of notes to close out a covered short
sale, the underwriters will consider, among other things, the
open market price of shares compared to the price available
under the over-allotment option. The underwriters may also sell
a principal amount of notes in excess of the over-allotment
option, creating a naked short position. The underwriters must
close out any naked short position by purchasing notes in the
open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward
pressure on the price of the notes in the open market after
pricing that could adversely affect investors who purchase in
this offering. As an additional means of facilitating this
offering, the underwriters may bid for, and purchase, notes in
the open market to stabilize the price of the notes. Purchases
of a security to stabilize the price or to reduce a short
position could cause the price of the security to be higher than
it might be in the absence of such purchases.
Neither we nor any of the underwriters makes any representation
or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of
the notes. In addition, neither we nor any of the underwriters
makes any representation that the underwriters will engage in
these transactions or that these transactions, once commenced,
will not be discontinued without notice.
Alternative Settlement Date
It is expected that delivery of the notes will be made on or
about the date specified on the cover page of this prospectus
supplement, which will be the fifth business day following the
date of this prospectus supplement. Under
Rule 15c6-1 of the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, trades in the secondary market
generally are required to settle in three business days, unless
the parties to any such trade expressly agree otherwise.
Accordingly, the purchasers who wish to trade notes on the date
of this prospectus supplement or the next succeeding business
day will be required to specify an alternate settlement cycle at
the time of any such trade to prevent failed settlement.
Purchasers of notes who wish to trade notes on the date of this
prospectus supplement or the next succeeding business day should
consult their own advisors.
Other Relationships
The underwriters and their affiliates have engaged in, and may
in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with us. They have
received customary fees and commissions for these transactions.
Dr. Judith Rodin, our director, is a member of the board of
directors of Citigroup Inc., an affiliate of Citigroup Global
Markets Inc.
LEGAL MATTERS
Various legal matters relating to the offering will be passed
upon for us by Arthur R. Block, Esquire, Senior Vice
President and General Counsel of Comcast Corporation,
Thomas R. Nathan, Esquire, Senior Vice President of the
cable guarantors, and by Davis Polk & Wardwell, Menlo
Park, California. Cahill Gordon & Reindel
llp
, New York, New York, is representing the underwriters.
S-14
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PROSPECTUS
The
following are types of securities that may be offered and sold
under this prospectus:
Unsecured
senior debt securities
Unsecured
subordinated debt securities
Warrants
Purchase
contracts
Units
Preferred
Stock
Depositary
shares
Class A
Common Stock
Class A
Special Common Stock
If
indicated in the relevant prospectus supplement, the securities
may be fully and unconditionally guaranteed by a number of our
wholly-owned cable subsidiaries named in this prospectus.
Our
Class A Common Stock and Class A Special Common Stock
are quoted on The Nasdaq National Market under the ticker
symbols CMCSA and CMCSK. On
March 27, 2006, the reported last sale prices on The Nasdaq
National Market for our Class A Common Stock and our
Class A Special Common Stock were $26.72 and $26.64.
We
will describe in a prospectus supplement, which must accompany
this prospectus, the securities we are offering and selling, as
well as the specific terms of the securities. Those terms may
include:
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Interest rate |
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Sinking fund terms |
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Dividends |
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Redemption terms |
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Listing on a securities
exchange |
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Amount payable at maturity |
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Conversion or
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Liquidation amount |
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Investing
in these securities involves certain risks. See
Item 1A Risk Factors beginning on
page 18 of our annual report on
Form 10-K for the
year ended December 31, 2005 which is incorporated by
reference herein.
The
Securities and Exchange Commission and state securities
regulators have not approved or disapproved of these securities,
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
We
may offer the securities in amounts, at prices and on terms
determined at the time of offering. We may sell the securities
directly to you, through agents we select, or through
underwriters and dealers we select. If we use agents,
underwriters or dealers to sell the securities, we will name
them and describe their compensation in a prospectus supplement.
The date of this prospectus is March 27, 2006
Table of Contents
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You should rely only on the information contained in or
incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this
prospectus is accurate as of any date other than the date on the
front of this prospectus.
We refer to Comcast Corporation in this prospectus as
Comcast or we, us,
our or comparable terms and to Comcast Holdings
Corporation as Comcast Holdings. We refer to Comcast
Cable Communications, LLC, Comcast Cable Communications
Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO Group,
Inc. and Comcast MO of Delaware, LLC collectively as the
Cable Guarantors.
i
THE COMPANIES
Comcast Corporation
We are the largest broadband cable provider in the United States
and offer a wide variety of consumer entertainment and
communication products and services. As of December 31,
2005, we served more than 21 million video subscribers,
8 million high-speed Internet subscribers and
1 million phone subscribers. We were incorporated under the
laws of Pennsylvania in December 2001. Through our predecessors
(including our immediate predecessor Comcast Holdings), we have
developed, managed and operated broadband cable systems since
1963.
We manage our operations through two reportable segments,
Cable and Content. The Cable segment
generates approximately 95% of our consolidated revenues.
Our Cable segment develops, manages and operates our broadband
cable systems, including video, high-speed Internet and phone
services.
Our Content segment includes our six national cable networks: E!
Entertainment Television, Style Network, The Golf Channel, OLN,
G4, and AZN Television.
Our other business interests include Comcast Spectacor, which
owns the Philadelphia Flyers, the Philadelphia 76ers and two
large multipurpose arenas in Philadelphia, and manages other
facilities for sporting events, concerts and other events.
For a description of our business, financial condition, results
of operations and other important information regarding us, see
our filings with the SEC incorporated by reference in this
prospectus. For instructions on how to find copies of these and
our other filings incorporated by reference in this prospectus,
see Available Information in the accompanying
prospectus.
Cable Guarantors
Our obligations, including the payment of principal, premium, if
any, and interest on the debt securities issued pursuant to this
prospectus will be fully and unconditionally guaranteed by each
of Comcast Cable, Comcast Cable Communications Holdings, Comcast
Cable Holdings, Comcast MO Group and Comcast MO of Delaware. In
this prospectus, we refer to these guarantors as the cable
guarantors and to these guarantees as the cable guarantees. We
have numerous other subsidiaries that will not be guarantors on
the debt securities. If indicated in the relevant prospectus
supplement, our obligations under the other securities we are
offering and selling may be fully and unconditionally guaranteed
by specified cable guarantors.
The cable guarantees will not contain any restrictions on the
ability of any cable guarantor to:
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pay dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of that cable
guarantors capital stock; or |
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make any payment of principal, interest or premium, if any, on
or repay, repurchase or redeem any debt securities of that cable
guarantor. |
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Comcast Cable Communications, LLC |
Comcast Cable, which was incorporated in 1981 as a Delaware
corporation, became a Delaware limited liability company in 2003
and is an indirect wholly-owned subsidiary of ours.
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Comcast Cable Communications Holdings, Inc. |
Comcast Cable Communications Holdings is a Delaware corporation
(formerly known as AT&T Broadband Corp.) incorporated in
2001 and a wholly-owned subsidiary of ours.
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Comcast Cable Holdings, LLC |
Comcast Cable Holdings is a Delaware limited liability company
(formerly known as AT&T Broadband, LLC) formed in 1994.
Comcast Cable Holdings is a wholly-owned subsidiary of Comcast
Cable Communications Holdings.
Comcast MO Group is a Delaware corporation (formerly known as
MediaOne Group, Inc.) incorporated in 1999. Comcast MO Group is
a wholly-owned subsidiary of Comcast Cable Communications
Holdings.
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Comcast MO of Delaware, LLC |
Comcast MO of Delaware, which was incorporated in 1996 as a
Delaware corporation, became a Delaware limited liability
company in 2003. Comcast MO of Delaware is an indirect
wholly-owned subsidiary of Comcast MO Group.
Our principal executive offices are located at 1500 Market
Street, Philadelphia, Pennsylvania 19102-2148, and our telephone
number is
(215) 665-1700. We
maintain a website at http://www.comcast.com where general
information about us is available. We are not incorporating the
contents of the website into this prospectus.
Each cable guarantors principal place of business is 1500
Market Street, Philadelphia, Pennsylvania 19102-2148.
2
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Our businesses may be affected by, among other things, the
following:
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All of the services offered by our cable systems face a wide
range of competition that could adversely affect our future
results of operations. |
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Programming costs are increasing, which could adversely affect
our future results of operations. |
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We are subject to regulation by federal, state and local
governments, which may change and cause increased costs and
restrictions. |
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We may face increased competition because of technological
advances and changing regulatory requirements, which could
adversely affect our future results of operations. |
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We face risks arising from the outcome of various litigation
matters, including litigation associated with our acquisition of
AT&Ts Broadband operations. |
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Our Chairman and CEO has considerable influence over our
operations. |
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Acquisitions and other strategic transactions present many
risks, and we may not realize the financial and strategic goals
that were contemplated at the time of any transaction. |
In this prospectus and in the documents we incorporate by
reference, we state our expectations of future events and our
future financial performance. In some cases, you can identify
those so-called forward-looking statements by words
such as may, will, should,
expects, plans, anticipates,
believes, estimates,
predicts, potential, or
continue or the negative of those words and other
comparable words. You should be aware that those statements are
only our predictions. Actual events or results may differ
materially. In evaluating those statements, you should
specifically consider various factors, including the risks
outlined under Item 1A Risk Factors
in our Annual Report on
Form 10-K for the
year ended December 31, 2005 incorporated herein by
reference. Those factors may cause our actual results to differ
materially from any of our forward-looking statements.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the
securities for working capital and general corporate purposes.
We may also invest the proceeds in certificates of deposit,
United States government securities or certain other
interest-bearing securities. If we decide to use the net
proceeds from a particular offering of securities for a specific
purpose, we will describe that in the related prospectus
supplement.
DIVIDEND POLICY
We do not intend to pay dividends on our common stock for the
foreseeable future.
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges was as follows for the
respective periods indicated:
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For the Years Ended December 31, |
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For the years ended December 31, 2003 and 2002, we had a
$76 million and $490 million deficiency, respectively,
of earnings to fixed charges. |
For purposes of calculating the ratio of earnings to fixed
charges, earnings is the amount resulting from (1) adding
(a) pretax income from continuing operations before
adjustment for minority interests in consolidated subsidiaries
or income or loss from equity investees, (b) fixed charges,
(c) amortization of
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capitalized interest, (d) distributed income of equity
investees and (e) our share of pre-tax losses of equity
investees for which charges arising from guarantees are included
in fixed charges and (2) subtracting (i) interest
capitalized, (ii) preference security dividend requirements
of consolidated subsidiaries and (iii) the minority
interest in pre-tax income of subsidiaries that have not
incurred fixed charges. Fixed charges is the sum of
(w) interest expensed and capitalized, (x) amortized
premiums, discounts and capitalized expenses related to
indebtedness, (y) an estimate of the interest within rental
expense and (z) preference security dividend requirements
of our consolidated subsidiaries. Preferred security dividend is
the amount of pre-tax earnings that is required to pay the
dividends on outstanding preference securities.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED DIVIDENDS
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For the years ended December 31, 2003 and 2002, we had a
$76 million and $490 million deficiency, respectively,
of earnings to combined fixed charges and preferred dividends. |
For purposes of calculating the ratio of earnings to combined
fixed charges and preferred dividends, earnings is the amount
resulting from (1) adding (a) pretax income from
continuing operations before adjustment for minority interests
in consolidated subsidiaries or income or loss from equity
investees, (b) fixed charges, (c) amortization of
capitalized interest, (d) distributed income of equity
investees and (e) our share of pre-tax losses of equity
investees for which charges arising from guarantees are included
in fixed charges and (2) subtracting (i) interest
capitalized, (ii) preference security dividend requirements
of consolidated subsidiaries and (iii) the minority
interest in pre-tax income of subsidiaries that have not
incurred fixed charges. Fixed charges is the sum of
(w) interest expensed and capitalized, (x) amortized
premiums, discounts and capitalized expenses related to
indebtedness, (y) an estimate of the interest within rental
expense and (z) preference security dividend requirements
of our consolidated subsidiaries. Preferred security dividend is
the amount of pre-tax earnings that is required to pay the
dividends on outstanding preference securities.
4
DESCRIPTION OF DEBT SECURITIES AND CABLE GUARANTEES
Our debt securities, consisting of notes, debentures or other
evidences of indebtedness, may be issued from time to time in
one or more series:
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in the case of senior debt securities, under a senior indenture
dated January 7, 2003, as amended by a supplemental
indenture dated March 25, 2003, entered into among us, the
cable guarantors and The Bank of New York, as trustee; and |
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in the case of subordinated debt securities, under a
subordinated indenture to be entered into among us, the cable
guarantors and The Bank of New York, as trustee. |
The senior indenture and supplemental indenture are included,
and the subordinated indenture will be substantially in the form
included, as exhibits to the registration statement of which
this prospectus is a part.
Because the following is only a summary of the indentures and
the debt securities, it does not contain all information that
you may find useful. For further information about the
indentures and the debt securities, you should read the
indentures. As used in this section of the prospectus and under
the caption Description of Common Stock, the terms
we, us and our refer solely
to Comcast Corporation and such references do not include any
subsidiaries of Comcast Corporation.
General
The senior debt securities will constitute our unsecured and
unsubordinated obligations and the subordinated debt securities
will constitute our unsecured and subordinated obligations. A
detailed description of the subordination provisions is provided
below under the caption Certain Terms of the
Subordinated Debt SecuritiesSubordination. In
general, however, if we declare bankruptcy, holders of the
senior debt securities will be paid in full before the holders
of subordinated debt securities will receive anything. The debt
securities will be fully and unconditionally guaranteed by the
cable guarantors, as described below. The debt securities will
not be guaranteed by any of our other subsidiaries.
We are a holding company and conduct all of our operations
through subsidiaries. Consequently, our ability to pay our
obligations, including our obligation to pay interest on the
debt securities, to repay the principal amount of the debt
securities at maturity or upon redemption or to buy back the
debt securities will depend upon our subsidiaries earnings
and their distribution of those earnings to us and upon our
subsidiaries repaying investments and advances we have made to
them. Our subsidiaries are separate and distinct legal entities
and, except for the cable guarantors with respect to the cable
guarantees, have no obligation, contingent or otherwise, to pay
any amounts due on the debt securities or to make funds
available to us to do so. Our subsidiaries ability to pay
dividends or make other payments or advances to us will depend
upon their operating results and will be subject to applicable
laws and contractual restrictions. Our indentures will not limit
our subsidiaries ability to enter into other agreements
that prohibit or restrict dividends or other payments or
advances to us.
You should look in the applicable prospectus supplement for the
following terms of the debt securities being offered:
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the designation of the debt securities; |
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the aggregate principal amount of the debt securities; |
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the percentage of their principal amount (i.e., price) at
which the debt securities will be issued; |
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the date or dates on which the debt securities will mature and
the right, if any, to extend such date or dates; |
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the rate or rates, if any, per year, at which the debt
securities will bear interest, or the method of determining such
rate or rates; |
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the date or dates from which such interest will accrue, the
interest payment dates on which such interest will be payable or
the manner of determination of such interest payment dates and
the record dates for the determination of holders to whom
interest is payable on any interest payment dates; |
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the right, if any, to extend the interest payment periods and
the duration of that extension; |
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provisions for a sinking fund purchase or other analogous fund,
if any; |
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the period or periods, if any, within which, the price or prices
of which, and the terms and conditions upon which the debt
securities may be redeemed, in whole or in part, at our option
or at your option; |
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the form of the debt securities; |
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any provisions for payment of additional amounts for taxes and
any provision for redemption, if we must pay such additional
amounts in respect of any debt security; |
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the terms and conditions, if any, upon which we may have to
repay the debt securities early at your option and the price or
prices in the currency or currency unit in which the debt
securities are payable; |
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the currency, currencies or currency units for which you may
purchase the debt securities and the currency, currencies or
currency units in which principal and interest, if any, on the
debt securities may be payable; |
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the terms and conditions, if any, pursuant to which the debt
securities may be converted or exchanged for the cash value of
other securities issued by us or by a third party; |
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the right, if any, to reopen a series of the debt
securities and issue additional debt securities of such
series; and |
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any other terms of the debt securities, including any additional
events of default or covenants provided for with respect to the
debt securities, and any terms which may be required by or
advisable under applicable laws or regulations. |
You may present debt securities for exchange and for transfer in
the manner, at the places and subject to the restrictions set
forth in the debt securities and the prospectus supplement. We
will provide you those services without charge, although you may
have to pay any tax or other governmental charge payable in
connection with any exchange or transfer, as set forth in the
indenture.
Debt securities will bear interest at a fixed rate or a floating
rate. Debt securities bearing no interest or interest at a rate
that at the time of issuance is below the prevailing market rate
may be sold at a discount below their stated principal amount.
Special United States federal income tax considerations
applicable to any such discounted debt securities or to certain
debt securities issued at par which are treated as having been
issued at a discount for United States federal income tax
purposes will be described in the relevant prospectus supplement.
We may issue debt securities with the principal amount payable
on any principal payment date, or the amount of interest payable
on any interest payment date, to be determined by reference to
one or more currency exchange rates, securities or baskets of
securities, commodity prices or indices. You may receive a
payment of principal on any principal payment date, or a payment
of interest on any interest payment date, that is greater than
or less than the amount of principal or interest otherwise
payable on such dates, depending upon the value on such dates of
the applicable currency, security or basket of securities,
commodity or index. Information as to the methods for
determining the amount of principal or interest payable on any
date, the currencies, securities or baskets of securities,
commodities or indices to which the amount payable on such date
is linked and certain additional tax considerations will be set
forth in the applicable prospectus supplement.
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Certain Terms of the Senior Debt Securities
Our obligations under the senior debt securities, including the
payment of principal, premium, if any, and interest, will be
fully and unconditionally guaranteed by each of the cable
guarantors. The cable guarantees will rank equally with all
other general unsecured and unsubordinated obligations of the
cable guarantors.
The cable guarantees will not contain any restrictions on the
ability of any cable guarantor to:
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pay dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of that cable
guarantors capital stock or |
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make any payment of principal, interest or premium, if any, on
or repay, repurchase or redeem any debt securities of that cable
guarantor. |
We and the cable guarantors have agreed to some restrictions on
our activities for the benefit of holders of all series of
senior debt securities issued under the senior indenture. The
restrictive covenants summarized below will apply, unless the
covenants are waived or amended, so long as any of the senior
debt securities are outstanding.
The senior indenture does not contain any financial covenants
other than those summarized below and does not restrict us or
our subsidiaries from paying dividends or incurring additional
debt. In addition, the senior indenture will not protect holders
of notes issued under it in the event of a highly leveraged
transaction or a change in control.
Limitation on Liens Securing Indebtedness. Neither we nor
any cable guarantor shall create, incur or assume any Lien
(other than any Permitted Lien) on such persons assets,
including the Capital Stock of such persons wholly-owned
subsidiaries, to secure the payment of our Indebtedness or that
of any cable guarantor, unless we secure the outstanding senior
debt securities equally and ratably with (or prior to) all
Indebtedness secured by such Lien, so long as such Indebtedness
shall be so secured.
Limitation on Sale and Leaseback Transactions. Neither we
nor any cable guarantor shall enter into any Sale and Leaseback
Transaction involving any of such persons assets,
including the Capital Stock of such persons wholly-owned
subsidiaries.
The restriction in the foregoing paragraph shall not apply to
any Sale and Leaseback Transaction if:
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the lease is for a period not in excess of three years,
including renewal of rights; |
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the lease secures or relates to industrial revenue or similar
financing; |
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the transaction is solely between us and a cable guarantor or
between or among cable guarantors; or |
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we or the applicable cable guarantor, within 270 days after
the sale is completed, applies an amount equal to or greater
than (a) the net proceeds of the sale of the assets or part
thereof leased or (b) the fair market value of the assets
or part thereof leased (as determined in good faith by our Board
of Directors) either to: |
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the retirement (or open market
purchase) of senior debt securities, our other long-term
Indebtedness ranking on a parity with or senior to the senior
debt securities or long-term Indebtedness of a cable
guarantor; or
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the purchase by us or any cable
guarantor of other property, plant or equipment related to our
business or the business of any cable guarantor having a value
at least equal to the value of the assets or part thereof leased.
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This provision and the provision described under
Limitation on Liens Securing Indebtedness do
not apply to any of our subsidiaries other than the cable
guarantors.
Capitalized Lease means, as applied to any
person, any lease of any property (whether real, personal, or
mixed) of which the discounted present value of the rental
obligations of such person as lessee, in conformity with GAAP,
is required to be capitalized on the balance sheet of such
person; and Capitalized Lease Obligation is defined
to mean the rental obligations, as aforesaid, under such lease.
Capital Stock means, with respect to any
person, any and all shares, interests, participations, or other
equivalents (however designated, whether voting or nonvoting) of
such persons capital stock or other ownership interests,
whether outstanding as of, or issued after, the date of the
senior indenture, including, without limitation, all common
stock and preferred stock.
Currency Agreement means any foreign exchange
contract, currency swap agreement, or other similar agreement or
arrangement designed to protect against the fluctuation in
currency values.
GAAP means generally accepted accounting
principles in the United States of America as in effect as of
the date of determination, including, without limitation, those
set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the
accounting profession. All ratios and computations contained in
the senior indenture shall be computed in conformity with GAAP
applied on a consistent basis.
Guarantee means any obligation, contingent or
otherwise, of any person directly or indirectly guaranteeing any
Indebtedness or other obligation of any other person and,
without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such
person:
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to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation of such
other person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets,
goods, securities, or services, to take-or-pay, or to maintain
financial statement conditions or otherwise); or |
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entered into for purposes of assuring in any other manner the
obligee of such Indebtedness or other obligation of the payment
thereof or to protect such obligee against loss in respect
thereof (in whole or in part); |
provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of
business. The term Guarantee used as a verb has a
corresponding meaning.
Indebtedness means, with respect to any
person at any date of determination (without duplication):
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all indebtedness of such person for borrowed money; |
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all obligations of such person evidenced by bonds, debentures,
notes, or other similar instruments; |
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all obligations of such person in respect of letters of credit
or other similar instruments (including reimbursement
obligations with respect thereto); |
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all obligations of such person to pay the deferred and unpaid
purchase price of property or services (but excluding trade
accounts payable or accrued liabilities arising in the ordinary
course of business); |
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all obligations of such person as lessee under Capitalized
Leases; |
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all Indebtedness of other persons secured by a Lien on any asset
of such person, whether or not such Indebtedness is assumed by
such person; provided that the amount of such Indebtedness shall
be the lesser of: |
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the fair market value of such
asset at such date of determination; and
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the amount of such Indebtedness;
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all Indebtedness of other persons to the extent Guaranteed by
such person; |
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to the extent not otherwise included in this definition,
obligations under Currency Agreements and Interest Rate
Agreements. |
Notwithstanding the foregoing, in no event will the term
Indebtedness be deemed to include letters of credit
or bonds that secure performance or surety bonds or similar
instruments that are issued in the ordinary course of business.
The amount of Indebtedness of any person at any date shall be
the outstanding balance at such date of all unconditional
obligations as described above and, with respect to contingent
obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation; provided:
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that the amount outstanding at any time of any Indebtedness
issued with original issue discount is the face amount of such
Indebtedness less the remaining unamortized portion of the
original issue discount of such Indebtedness at such time as
determined in conformity with GAAP; and |
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that Indebtedness shall not include any liability for federal,
state, local, or other taxes. |
Interest Rate Agreements means any
obligations of any person pursuant to any interest rate swaps,
caps, collars, and similar arrangements providing protection
against fluctuations in interest rates. For purposes of the
senior indenture, the amount of such obligations shall be the
amount determined in respect thereof as of the end of the then
most recently ended fiscal quarter of such person, based on the
assumption that such obligation had terminated at the end of
such fiscal quarter, and in making such determination, if any
agreement relating to such obligation provides for the netting
of amounts payable by and to such person thereunder or if any
such agreement provides for the simultaneous payment of amounts
by and to such person, then in each such case, the amount of
such obligations shall be the net amount so determined, plus any
premium due upon default by such person.
Lien means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or encumbrance
of any kind, or any other type of preferential arrangement that
has the practical effect of creating a security interest, in
respect of such asset. For the purposes of the senior indenture,
we or any cable guarantor shall be deemed to own subject to a
Lien any asset acquired or held subject to the interest of a
vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.
Permitted Liens means:
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any Lien on any asset incurred prior to the date of the senior
indenture; |
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any Lien on any assets acquired after the date of the senior
indenture (including by way of merger or consolidation) by us or
any cable guarantor, which Lien is created, incurred or assumed
contemporaneously with such acquisition, or within 270 days
thereafter, to secure or provide for the payment or financing of
any part of the purchase price thereof, or any Lien upon any
assets acquired after the date of the senior indenture existing
at the time of such acquisition (whether or not assumed by us or
any cable guarantor), provided that any such Lien shall attach
only to the assets so acquired; |
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any Lien on any assets in favor of us or any cable guarantor; |
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any Lien on assets incurred in connection with the issuance of
tax-exempt governmental obligations (including, without
limitation, industrial revenue bonds and similar financing); |
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any Lien granted by any cable guarantor on assets to the extent
limitations on the incurrence of such Liens are prohibited by
any agreement to which such cable guarantor is subject as of the
date of the senior indenture; and |
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any renewal of or substitution for any Lien permitted by any of
the preceding bullet points, including any Lien securing
reborrowing of amounts previously secured within 270 days
of the repayment thereof, provided that no such renewal or
substitution shall extend to any assets other than the assets
covered by the Lien being renewed or substituted. |
Sale and Leaseback Transaction means any
direct or indirect arrangement with any person or to which any
such person is a party, providing for the leasing to us or a
cable guarantor of any property, whether owned by us or such
cable guarantor at the date of the original issuance of the debt
securities or later acquired, which has been or is to be sold or
transferred by us or such cable guarantor to such person or to
any other person by whom funds have been or are to be advanced
on the security of such property.
Financial Information. We will file, whether or not
required to do so under applicable law, with the trustee, within
15 days after being required to file the same under the
Securities Exchange Act of 1934 (hereinafter, the Exchange
Act), copies of the annual reports and the information,
documents and other reports to be filed pursuant to
Section 13 or 15(d) of the Exchange Act. We intend to file
all such reports, information and documents with the SEC,
whether or not required by Section 13 or 15(d), and will
send copies to the trustee within such
15-day period.
Consolidation, Merger and Sale of Assets. The senior
indenture restricts our ability to consolidate with, merge with
or into, or sell, convey, transfer, lease, or otherwise dispose
of all or substantially all of our property and assets to any
person (other than a consolidation with or merger with or into
or a sale, conveyance, transfer, lease or other disposition to a
wholly-owned subsidiary with a positive net worth; provided
that, in connection with any merger of us and a wholly-owned
subsidiary, no consideration other than common stock in the
surviving person shall be issued or distributed to our
stockholders) unless:
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we are the continuing person or the person formed by such
consolidation or into which we are merged or that acquired all
or substantially all of our assets shall be a corporation or
limited liability company organized and validly existing under
the laws of the United States of America or any jurisdiction
thereof and shall expressly assume, by a supplemental indenture,
executed and delivered to the trustee, all of our obligations on
all of the senior debt securities and under the senior indenture; |
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immediately after giving effect to such transaction, no default
or event of default shall have occurred and be
continuing; and |
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we deliver to the trustee an officers certificate and
opinion of counsel, in each case stating that such
consolidation, merger, or transfer and such supplemental
indenture complies with this provision and that all conditions
precedent provided for in the senior indenture and notes
relating to such transaction have been complied with; |
provided, however, that the foregoing limitations will
not apply if, in the good faith determination of our board of
directors set forth in a board resolution, the principal purpose
of such transaction is to change our state of incorporation; and
provided further that any such transaction shall not have as one
of its purposes the evasion of the foregoing limitations.
Upon any express assumption of our obligations as described
above, we will be released and discharged from all obligations
and covenants under the senior indenture and all the senior debt
securities.
The senior indenture and the cable guarantees do not limit the
ability of any cable guarantor to consolidate with or merge into
or sell all or substantially all its assets. Upon the sale or
disposition of any cable guarantor (whether by merger,
consolidation, the sale of its capital stock or the sale of all
or substantially all of its assets) to any person, that cable
guarantor will be deemed released from all its obligations under
the senior indenture and its cable guarantee.
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For purposes of this section, the term Obligor shall
mean each of us, Comcast Cable, Comcast Cable Communications
Holdings, Comcast Cable Holdings, Comcast MO Group and Comcast
MO of Delaware, in each case excluding such entitys
subsidiaries.
An event of default for a series of senior debt securities is
defined under the senior indenture as being:
(1) a default by any Obligor in the payment of principal or
premium, if any, on the senior debt securities of such series
when the same becomes due and payable, whether at maturity, upon
redemption, by declaration or otherwise;
(2) a default by any Obligor in the payment of interest on
the senior debt securities of such series when the same becomes
due and payable, if that default continues for a period of
30 days;
(3) default by any Obligor in the performance of or breach
by any Obligor of any of its other covenants or agreements in
the senior indenture applicable to the senior debt securities of
such series and that default or breach continues for a period of
30 consecutive days after written notice is received from the
trustee or from the holders of 25% or more in aggregate
principal amount of the senior debt securities of all affected
series;
(4) any cable guarantee is not (or is claimed by any cable
guarantor not to be) in full force and effect;
(5) a court having jurisdiction enters a decree or order
for:
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relief in respect of any Obligor in an involuntary case under
any applicable bankruptcy, insolvency, or other similar law now
or hereafter in effect; |
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the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of any Obligor for any
substantial part of such partys property and
assets; or |
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the winding up or liquidation of any Obligors affairs and
such decree or order shall remain unstayed and in effect for a
period of 180 consecutive days; or |
(6) any Obligor:
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commences a voluntary case under any applicable bankruptcy,
insolvency, or other similar law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary
case under any such law; |
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consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee,
sequestrator, or similar official of such party or for any
substantial part of such partys property; or |
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effects any general assignment for the benefit of creditors. |
A default under any Obligors other indebtedness is not a
default under the senior indenture.
If an event of default other than an event of default specified
in clauses (5) and (6) above occurs with respect to an
issue of senior debt securities and is continuing under the
senior indenture, then, and in each and every such case, either
the trustee or the holders of not less than 25% in aggregate
principal amount of such senior debt securities then outstanding
under the senior indenture by written notice to us (and to the
trustee, if such notice is given by the holders), may declare
the principal amount of and accrued interest, if any, on such
senior debt securities to be immediately due and payable and
upon any such declaration, the same shall become immediately due
and payable. The amount due upon acceleration shall include only
the original issue price of the senior debt securities and
accrued interest to the date of acceleration, if any.
If an event of default specified in clauses (5) and
(6) above occurs with respect to any Obligor, the principal
amount of and accrued interest, if any, on each issue of senior
debt securities then outstanding
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shall be and become immediately due and payable without any
notice or other action on the part of the trustee or any holder.
Upon certain conditions declarations of acceleration may be
rescinded and annulled and past defaults may be waived by the
holders of a majority in aggregate principal amount of an issue
of senior debt securities that has been accelerated.
Furthermore, subject to various provisions in the senior
indenture, the holders of at least a majority in aggregate
principal amount of an issue of senior debt securities by notice
to the trustee may waive an existing default or event of default
with respect to such senior debt securities and its
consequences, except a default in the payment of principal of or
interest on such senior debt securities or in respect of a
covenant or provision of the senior indenture which cannot be
modified or amended without the consent of the holders of each
such senior debt security. Upon any such waiver, such default
shall cease to exist, and any event of default with respect to
such senior debt securities shall be deemed to have been cured,
for every purpose of the senior indenture; but no such waiver
shall extend to any subsequent or other default or event of
default or impair any right consequent thereto. For information
as to the waiver of defaults, see Modification and
Waiver.
The holders of at least a majority in aggregate principal amount
of an issue of senior debt securities may direct the time,
method, and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power
conferred on the trustee with respect to such senior debt
securities. However, the trustee may refuse to follow any
direction that conflicts with law or the senior indenture, that
may involve the trustee in personal liability, or that the
trustee determines in good faith would be unduly prejudicial to
the rights of holders of such issue of senior debt securities
not joining in the giving of such direction and may take any
other action it deems proper that is not inconsistent with any
such direction received from holders of such issue of senior
debt securities. A holder may not pursue any remedy with respect
to the senior indenture or any series of senior debt securities
unless:
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the holder gives the trustee written notice of a continuing
event of default; |
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the holders of at least 25% in aggregate principal amount of
such series of senior debt securities make a written request to
the trustee to pursue the remedy in respect of such event of
default; |
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the requesting holder or holders offer the trustee indemnity
satisfactory to the trustee against any costs, liability, or
expense; and |
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the trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity. |
These limitations, however, do not apply to the right of any
holder of a senior debt security to receive payment of the
principal of, premium, if any, or interest on such senior debt
security, or to bring suit for the enforcement of any such
payment, on or after the due date for the senior debt
securities, which right shall not be impaired or affected
without the consent of the holder. The senior indenture requires
certain of our officers to certify, on or before a date not more
than 120 days after the end of each fiscal year, as to
their knowledge of our compliance with all conditions and
covenants under the senior indenture, such compliance to be
determined without regard to any period of grace or requirement
of notice provided under the senior indenture.
The senior indenture provides that, except as otherwise provided
in this paragraph, we may discharge our obligations with respect
to an issue of senior debt securities and the senior indenture
with respect to that series of senior debt securities if:
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the senior debt securities of the affected series previously
authenticated and delivered with certain exceptions, have been
delivered to the trustee for cancellation and we have paid all
sums payable under the senior indenture; or |
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the senior debt securities of the affected series mature within
one year or all of them are to be called for redemption within
one year under arrangements satisfactory to the trustee for
giving the notice of redemption and: |
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we irrevocably deposit in trust
with the trustee, as trust funds solely for the benefit of the
holders of the senior debt securities of the affected series,
for that purpose, money or U.S. government obligations or a
combination thereof sufficient (unless such funds consist solely
of money, in the opinion of a nationally recognized form of
independent public accountants expressed in a written
certification thereof delivered to the trustee), without
consideration of any reinvestment and after payment of all
federal, state and local taxes or other charges and assessments
in respect thereof payable by the trustee, to pay principal of
and interest on the senior debt securities of the affected
series to maturity or redemption, as the case may be, and to pay
all other sums payable by it under the senior indenture; and
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we deliver to the trustee an
officers certificate and an opinion of counsel, in each
case stating that all conditions precedent provided for in the
senior indenture relating to the satisfaction and discharge of
the senior indenture with respect to the senior debt securities
of the affected series have been complied with.
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With respect to all senior debt securities which have been
delivered to the trustee for cancellation and for which have
been paid all sums payable by us under the senior indenture,
only our obligations to compensate and indemnify the trustee and
our right to recover excess money held by the trustee under the
senior indenture shall survive. With respect to senior debt
securities which mature within one year or are to be called for
redemption within one year under redemption arrangements
satisfactory to the trustee, only our obligations with respect
to the issue of defeased senior debt securities, to execute and
deliver such senior debt securities for authentication, to set
the terms of such senior debt securities, to maintain an office
or agency in respect of such senior debt securities, to have
moneys held for payment in trust, to register the transfer or
exchange of such senior debt securities, to deliver such senior
debt securities for replacement or cancellation, to compensate
and indemnify the trustee and to appoint a successor trustee,
and our right to recover excess money held by the trustee shall
survive until such senior debt securities are no longer
outstanding. Thereafter, only our obligations to compensate and
indemnify the trustee, and our right to recover excess money
held by the trustee shall survive.
The senior indenture also provides that, except as otherwise
provided in this paragraph, we:
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will be deemed to have paid and will be discharged from any and
all obligations in respect of a series of senior debt
securities, and the provisions of the senior indenture and the
cable guarantees will no longer be in effect with respect to
those senior debt securities (legal
defeasance); and |
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may omit to comply with any term, provision or condition of the
senior indenture described above under Certain
Covenants and such omission shall be deemed not to be an
event of default under the third clause of the first paragraph
of Events of Default with respect to that
series of senior debt securities (covenant
defeasance); |
provided that the following conditions shall have been
satisfied:
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we have irrevocably deposited in trust with the trustee as trust
funds solely for the benefit of the holders of the senior debt
securities of such series, for payment of the principal of and
interest on the senior debt securities of such series, money or
U.S. government obligations or a combination thereof
sufficient (unless such funds consist solely of money, in the
opinion of a nationally recognized form of independent public
accountants expressed in a written certification thereof
delivered to the trustee) without consideration of any
reinvestment and after payment of all federal, state and local
taxes or other charges and assessments in respect thereof
payable by the trustee, to pay and discharge the principal of
and accrued interest on the senior debt securities of such
series to maturity or earlier redemption (irrevocably provided
for under arrangements satisfactory to the trustee), as the case
may be; |
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such deposit will not result in a breach or violation of, or
constitute a default under, the senior indenture, the cable
guarantees or any other material agreement or instrument to
which we are a party or by which we are bound; |
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no default or event of default with respect to the senior debt
securities of such series shall have occurred and be continuing
on the date of such deposit; |
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we shall have delivered to the trustee: |
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either an opinion of counsel
that the holders of the senior debt securities of such series
will not recognize income, gain or loss for federal income tax
purposes as a result of our exercising our option under this
provision of the senior indenture and will be subject to federal
income tax on the same amount and in the same manner and at the
same times as would have been the case if such deposit and
defeasance had not occurred (which opinion, in the case of a
legal defeasance, shall be based upon a change in law) or a
ruling directed to the trustee received from the Internal
Revenue Service to the same effect; and
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an opinion of counsel that the
holders of the senior debt securities of such series have a
valid security interest in the trust funds subject to no prior
liens under the Uniform Commercial Code; and
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we have delivered to the trustee an officers certificate
and an opinion of counsel, in each case stating that all
conditions precedent provided for in the senior indenture
relating to the defeasance contemplated of the senior debt
securities of such series have been complied with. |
Subsequent to legal defeasance under the first bullet point
above, our obligations with respect to the issue of defeased
senior debt securities to execute and deliver such senior debt
securities for authentication, to set the terms of such senior
debt securities, to maintain an office or agency in respect of
such senior debt securities, to have moneys held for payment in
trust, to register the transfer or exchange of such senior debt
securities, to deliver such senior debt securities for
replacement or cancellation, to compensate and indemnify the
trustee and to appoint a successor trustee, and our right to
recover excess money held by the trustee shall survive until
such senior debt securities are no longer outstanding. After
such senior debt securities are no longer outstanding, in the
case of legal defeasance under the first bullet point above,
only our obligations to compensate and indemnify the trustee and
our right to recover excess money held by the trustee shall
survive.
We and the trustee may amend or supplement the senior indenture
or the senior debt securities without notice to or the consent
of any holder:
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to cure any ambiguity, defect, or inconsistency in the senior
indenture; provided that such amendments or supplements shall
not adversely affect the interests of the holders in any
material respect; |
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to comply with the provisions described under
Certain CovenantsConsolidation, Merger and
Sale of Assets; |
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to comply with any requirements of the SEC in connection with
the qualification of the senior indenture under the Trust
Indenture Act; |
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to evidence and provide for the acceptance of appointment by a
successor trustee; |
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to establish the form or forms or terms of the senior debt
securities as permitted by the senior indenture; |
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to provide for uncertificated notes and to make all appropriate
changes for such purpose; |
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to make any change that does not adversely affect the rights of
any holder; |
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to add to its covenants such new covenants, restrictions,
conditions or provisions for the protection of the holders, and
to make the occurrence, or the occurrence and continuance, of a
default in any such additional covenants, restrictions,
conditions or provisions an event of default; or |
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to make any change so long as no senior debt securities are
outstanding. |
Subject to certain conditions, without prior notice to any
holder of senior debt securities, modifications and amendments
of the senior indenture may be made by us and the trustee with
respect to any series of senior debt securities with the written
consent of the holders of a majority in principal amount of the
affected series of senior debt securities, and our compliance
with any provision of the senior indenture with respect to any
series of senior debt securities may be waived by written notice
to the trustee by the holders of a majority in principal amount
of the affected series of senior debt securities outstanding;
provided, however, that each affected holder must consent to any
modification, amendment or waiver that:
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changes the stated maturity of the principal of, or any sinking
fund obligation or any installment of interest on, the senior
debt securities of the affected series; |
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reduces the principal amount of, or premium, if any, or interest
on, the senior debt securities of the affected series; |
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changes the place or currency of payment of principal of, or
premium, if any, or interest on, the senior debt securities of
the affected series; |
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changes the provisions for calculating the optional redemption
price, including the definitions relating thereto; |
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changes the provisions relating to the waiver of past defaults
or changes or impairs the right of holders to receive payment or
to institute suit for the enforcement of any payment of the
senior debt securities of the affected series on or after the
due date therefor; |
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reduces the above-stated percentage of outstanding senior debt
securities of the affected series the consent of whose holders
is necessary to modify or amend or to waive certain provisions
of or defaults under the senior indenture; |
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alters or impairs the right of holders to convert the senior
debt securities of the affected series at the rate and upon the
terms provided in the senior indenture; |
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waives a default in the payment of principal of, premium, if
any, or interest on the senior debt securities; |
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adversely affects the rights of such holder under any mandatory
redemption or repurchase provision or any right of redemption or
repurchase that such holder has; |
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modifies any of the provisions of this paragraph, except to
increase any required percentage or to provide that certain
other provisions cannot be modified or waived without the
consent of the holder of each senior debt security of the series
affected by the modification; or |
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changes or waives any provision in the senior indenture that,
pursuant to a board resolution or supplemental indenture
establishing the terms of one or more series of senior debt
securities, is prohibited from being so changed or waived. |
It is not necessary for the consent of the holders under the
senior indenture to approve the particular form of any note
amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof. After an amendment,
supplement or waiver under the senior indenture becomes
effective, notice must be given to the holders affected thereby
briefly describing the amendment, supplement, or waiver.
Supplemental indentures will be mailed to holders upon request.
Any failure to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any
such supplemental indenture or waiver.
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No Personal Liability of
Incorporators, Stockholders, Officers, Directors, or
Employees
The senior indenture provides that no recourse shall be had
under or upon any obligation, covenant, or agreement of ours or
the cable guarantors in the senior indenture or any supplemental
indenture, or in any of the senior debt securities or because of
the creation of any indebtedness represented thereby, against
any incorporator, stockholder, officer, director, employee of
ours or any cable guarantor or of any successor person thereof
under any law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable
proceeding or otherwise. Each holder, by accepting the senior
debt securities, waives and releases all such liability.
Concerning the
Trustee
The senior indenture provides that, except during the
continuance of a default, the trustee will not be liable, except
for the performance of such duties as are specifically set forth
in the senior indenture. If an event of default has occurred and
is continuing, the trustee will exercise such rights and powers
vested in it under the senior indenture and will use the same
degree of care and skill in its exercise as a prudent person
would exercise under the circumstances in the conduct of such
persons own affairs.
Governing Law
The senior indenture and the debt securities will be governed
by, and construed in accordance with, the internal laws of the
State of New York.
The Trustees
We may have normal banking relationships with the trustee under
the senior indenture in the ordinary course of business.
Brian L. Roberts, our director, President and Chief Executive
Officer and a director of Comcast Holdings, is a member of the
board of directors of the Trustee.
John R. Alchin, our Executive Vice President, Co-Chief Financial
Officer and Treasurer, is a member of the board of directors of
BNY Hamilton Funds, Inc., an affiliate of the Trustee.
Certain Terms of the Subordinated Debt Securities
Other than the terms of the subordinated indenture and
subordinated debt securities relating to subordination, or
otherwise as described in the prospectus supplement relating to
a particular series of subordinated debt securities, the terms
of the subordinated indenture and subordinated debt securities
are identical in all material respects to the terms of the
senior indenture and senior debt securities.
Subordination
The indebtedness evidenced by the subordinated debt securities
is subordinate to the prior payment in full of all our Senior
Indebtedness, as defined in the subordinated indenture. During
the continuance beyond any applicable grace period of any
default in the payment of principal, premium, interest or any
other payment due on any of our Senior Indebtedness, we may not
make any payment of principal of, or premium, if any, or
interest on the subordinated debt securities. In addition, upon
any payment or distribution of our assets upon any dissolution,
winding up, liquidation or reorganization, the payment of the
principal of, or premium, if any, and interest on the
subordinated debt securities will be subordinated to the extent
provided in the subordinated indenture in right of payment to
the prior payment in full of all our Senior Indebtedness.
Because of this subordination, if we dissolve or otherwise
liquidate, holders of our subordinated debt securities may
receive less, ratably, than holders of our Senior Indebtedness.
The subordination provisions do not prevent the occurrence of an
event of default under the subordinated indenture.
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The subordination provisions also apply in the same way to each
cable guarantor with respect to the Senior Indebtedness of such
cable guarantor.
The term Senior Indebtedness of a person means with
respect to such person the principal of, premium, if any,
interest on, and any other payment due pursuant to any of the
following, whether outstanding on the date of the subordinated
indenture or incurred by that person in the future:
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all of the indebtedness of that person for money borrowed,
including any indebtedness secured by a mortgage or other lien
which is (1) given to secure all or part of the purchase price
of property subject to the mortgage or lien, whether given to
the vendor of that property or to another lender, or
(2) existing on property at the time that person acquires
it; |
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all of the indebtedness of that person evidenced by notes,
debentures, bonds or other securities sold by that person for
money; |
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all of the lease obligations which are capitalized on the books
of that person in accordance with generally accepted accounting
principles; |
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all indebtedness of others of the kinds described in the first
two bullet points above and all lease obligations of others of
the kind described in the third bullet point above that the
person, in any manner, assumes or guarantees or that the person
in effect guarantees through an agreement to purchase, whether
that agreement is contingent or otherwise; and |
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all renewals, extensions or refundings of indebtedness of the
kinds described in the first, second or fourth bullet point
above and all renewals or extensions of leases of the kinds
described in the third or fourth bullet point above; |
unless, in the case of any particular indebtedness,
lease, renewal, extension or refunding, the instrument or lease
creating or evidencing it or the assumption or guarantee
relating to it expressly provides that such indebtedness, lease,
renewal, extension or refunding is not superior in right of
payment to the subordinated debt securities. Our senior debt
securities, and any unsubordinated guarantee obligations of ours
or any cable guarantor to which we and the cable guarantors are
a party, including our and the cable guarantors,
guarantees of each others debt securities and other
indebtedness for borrowed money, constitute Senior Indebtedness
for purposes of the subordinated debt indenture.
Convertible Debt Securities
The terms, if any, on which debt securities being offered may be
exchanged for or converted into other debt securities or shares
of preferred stock, Class A Common Stock or Class A
Special Common Stock or other securities or rights of ours
(including rights to receive payments in cash or securities
based on the value, rate or price of one or more specified
commodities, currencies or indices) or securities of other
issuers or any combination of the foregoing will be set forth in
the prospectus supplement for such debt securities being offered.
Unless otherwise indicated in the prospectus supplement, the
following provisions will apply to debt securities being offered
that may be exchanged for or converted into capital stock:
The holder of any debt securities convertible into capital stock
will have the right exercisable at any time during the time
period specified in the prospectus supplement, unless previously
redeemed by us, to convert such debt securities into shares of
capital stock, which may include preferred stock, Class A
Common Stock or Class A Special Common Stock, as specified
in the prospectus supplement, at the conversion rate for each
$1,000 principal amount of debt securities set forth in the
prospectus supplement, subject to adjustment.
The holder of a convertible debt security may convert a portion
thereof which is $1,000 or any integral multiple of $1,000. In
the case of debt securities called for redemption, conversion
rights will expire at the close of business on the business day
prior to the date fixed for the redemption as may be specified
in the prospectus supplement, except that in the case of
redemption at the option of the debt
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security holder, if applicable, such right will terminate upon
receipt of written notice of the exercise of such option.
Unless the terms of the specific debt securities being offered
provide otherwise, in certain events, the conversion rate will
be subject to adjustment as set forth in the indentures. Such
events include:
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the issuance of shares of any class of capital stock of ours as
a dividend on the class of capital stock into which the debt
securities of such series are convertible; |
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subdivisions, combinations and reclassifications of the class of
capital stock into which debt securities of such series are
convertible; |
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the issuance to all holders of the class of capital stock into
which debt securities of such series are convertible or rights
or warrants entitling the debt security holders (for a period
not exceeding 45 days) to subscribe for or purchase shares
of such class of capital stock at a price per share less than
the current market price per share of such class of capital
stock; |
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the distribution to all holders of the class of capital stock
into which debt securities of such series are convertible of
evidences of indebtedness of ours or of assets or subscription
rights or warrants (other than those referred to above); and |
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distributions of cash in excess of certain threshold amounts. |
In the case of cash dividends in excess of threshold amounts, we
may, at our option, choose to set aside the amount of such
distribution in cash for distribution to the holder upon
conversion rather than adjust the conversion rate; we do not
intend to pay interest on the cash set aside.
No adjustment of the conversion rate will be required unless an
adjustment would require a cumulative increase or decrease of at
least 1% in such rate. Fractional shares of capital stock will
not be issued upon conversion but, in lieu thereof, we will pay
a cash adjustment. Convertible debt securities surrendered for
conversion between the record date for an interest payment, if
any, and the interest payment date, except convertible debt
securities called for redemption on a redemption date during
such period, must be accompanied by payment of an amount equal
to the interest thereon which the registered holder is to
receive.
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GLOBAL SECURITIES
We may issue the debt securities, warrants, purchase contracts
and units of any series in the form of one or more fully
registered global securities that will be deposited with a
depositary or with a nominee for a depositary identified in the
prospectus supplement relating to such series and registered in
the name of the depositary or its nominee. In that case, one or
more global securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate
principal or face amount of outstanding registered securities of
the series to be represented by such global securities. Unless
and until the depositary exchanges a global security in whole
for securities in definitive registered form, the global
security may not be transferred except as a whole by the
depositary to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the
depositary or by the depositary or any of its nominees to a
successor of the depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to
any portion of a series of securities to be represented by a
global security will be described in the prospectus supplement
relating to such series. We anticipate that the following
provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a global security will be
limited to persons that have accounts with the depositary for
such global security known as participants or
persons that may hold interests through such participants. Upon
the issuance of a global security, the depositary for such
global security will credit, on its book-entry registration and
transfer system, the participants accounts with the
respective principal or face amounts of the securities
represented by such global security beneficially owned by such
participants. The accounts to be credited shall be designated by
any dealers, underwriters or agents participating in the
distribution of such securities. Ownership of beneficial
interests in such global security will be shown on, and the
transfer of such ownership interests will be effected only
through, records maintained by the depositary for such global
security (with respect to interests of participants) and on the
records of participants (with respect to interests of persons
holding through participants). The laws of some states may
require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and
such laws may impair the ability to own, transfer or pledge
beneficial interests in global securities.
So long as the depositary for a global security, or its nominee,
is the registered owner of such global security, such depositary
or such nominee, as the case may be, will be considered the sole
owner or holder of the securities represented by such global
security for all purposes under the applicable indenture,
warrant agreement, purchase contract or unit agreement. Except
as set forth below, owners of beneficial interests in a global
security will not be entitled to have the securities represented
by such global security registered in their names, will not
receive or be entitled to receive physical delivery of such
securities in definitive form and will not be considered the
owners or holders thereof under the applicable indenture,
warrant agreement, purchase contract or unit agreement.
Accordingly, each person owning a beneficial interest in a
global security must rely on the procedures of the depositary
for such global security and, if such person is not a
participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a
holder under the applicable indenture, warrant agreement,
purchase contract or unit agreement. We understand that under
existing industry practices, if we request any action of holders
or if an owner of a beneficial interest in a global security
desires to give or take any action which a holder is entitled to
give or take under the applicable indenture, warrant agreement,
purchase contract or unit agreement, the depositary for such
global security would authorize the participants holding the
relevant beneficial interests to give or take such action, and
such participants would authorize beneficial owners owning
through such participants to give or take such action or would
otherwise act upon the instructions of beneficial owners holding
through them.
Principal, premium, if any, and interest payments on debt
securities, and any payments to holders with respect to
warrants, purchase contracts or units represented by a global
security registered in the name of a depositary or its nominee
will be made to such depositary or its nominee, as the case may
be, as the registered owner of such global security. None of us,
the trustees, the warrant agents, the unit agents or any of our
other agents, agent of the trustees or agent of the warrant
agents or unit agents will
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have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
ownership interests in such global security or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.
We expect that the depositary for any securities represented by
a global security, upon receipt of any payment of principal,
premium, interest or other distribution of underlying securities
or commodities to holders in respect of such global security,
will immediately credit participants accounts in amounts
proportionate to their respective beneficial interests in such
global security as shown on the records of such depositary. We
also expect that payments by participants to owners of
beneficial interests in such global security held through such
participants will be governed by standing customer instructions
and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered
in street name, and will be the responsibility of
such participants.
If the depositary for any securities represented by a global
security is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency registered under
the Exchange Act, and we do not appoint a successor depositary
registered as a clearing agency under the Exchange Act within
90 days, we will issue such securities in definitive form
in exchange for such global security. In addition, we may at any
time and in our sole discretion determine not to have any of the
securities of a series represented by one or more global
securities and, in such event, will issue securities of such
series in definitive form in exchange for all of the global
security or securities representing such securities. Any
securities issued in definitive form in exchange for a global
security will be registered in such name or names as the
depositary shall instruct the relevant trustee, warrant agent or
other relevant agent of ours. We expect that such instructions
will be based upon directions received by the depositary from
participants with respect to ownership of beneficial interests
in such global security.
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DESCRIPTION OF CAPITAL STOCK
The statements made under this caption include summaries of
certain provisions contained in our articles of incorporation
and by-laws. These statements do not purport to be complete and
are qualified in their entirety by reference to such articles of
incorporation and by-laws.
We have three classes of common stock outstanding: Class A
Common Stock, $0.01 par value per share; Class A
Special Common Stock, $0.01 par value per share; and
Class B Common Stock, $0.01 par value per share. There
are currently authorized 7.5 billion shares of Class A
Common Stock, 7.5 billion shares of Class A Special
Common Stock and 75 million shares of Class B Common
Stock.
Dividends
Subject to the preferential rights of any preferred stock then
outstanding, Holders of our Class A Common Stock,
Class A Special Common Stock, and Class B Common Stock
are entitled to receive, from time to time, when, as and if
declared, in the discretion of our Board, such cash dividends as
our Board may from time to time determine, out of such funds as
are legally available therefor, in proportion to the number of
shares held by them, respectively, without regard to class.
Holders of our Class A Common Stock, Class A Special
Common Stock, and Class B Common Stock will also be
entitled to receive, from time to time, when, as and if declared
by our Board, such dividends of our stock or other property as
our Board may determine, out of such funds as are legally
available therefor. However, stock dividends on, or stock splits
of, any class of common stock will not be paid or issued unless
paid or issued on all classes of our common stock, in which case
they will be paid or issued only in shares of that class;
provided, however, that stock dividends on, or stock splits of,
our Class B Common Stock may also be paid or issued in
shares of our Class A Special Common Stock.
We do not intend to pay dividends on our common stock for the
foreseeable future.
Voting Rights
Except as required by law, holders of our Class A Special
Common Stock are not entitled to vote. When holders of our
Class A Special Common Stock are entitled to vote by
applicable law, each share of our Class A Special Common
Stock has the same number of votes as each share of our
Class A Common Stock.
On all matters submitted for a vote of holders of all classes of
our voting stock, holders of our Class A Common Stock in
the aggregate hold
662/3
% of the aggregate voting power of our capital stock as
of February 28, 2006.
Each share of our Class A Common Stock has the number of
votes equal to a quotient the numerator of which is the excess
of (1) the Total Number of Votes (as defined below in this
paragraph) over (2) the sum of (A) the Total Number of
B Votes (as defined below in this paragraph) and (B) the
Total Number of Other Votes (as defined below in this paragraph)
and the denominator of which is the number of outstanding shares
of our Class A Common Stock. Total Number of
Votes on any record date is equal to a quotient the
numerator of which is the Total Number of B Votes on such record
date and the denominator of which is the B Voting Percentage (as
defined below in this paragraph) on such record date.
Total Number of B Votes on any record date is equal
to the product of (1) 15 and (2) the number of
outstanding shares of our Class B Common Stock on such
record date. Total Number of Other Votes on any
record date means the aggregate number of votes to which holders
of all classes of our capital stock other than holders of our
Class A Common Stock and our Class B Common Stock are
entitled to cast on such record date in an election of
directors. B Voting Percentage on any record date
means the portion (expressed as a percentage) of the total
number of votes to which all holders of our Class B Common
Stock are entitled to cast on such record date in an election of
directors. Initially, the B Voting Percentage will be
331/3
%, subject to reduction as described below.
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Subject to the next sentence, on all matters submitted for a
vote of holders of one or more classes of our voting stock,
holders of our Class B Common Stock in the aggregate will
hold
331/3%
of the aggregate voting power of our capital stock, regardless
of the number of shares of our Class A Common Stock or any
other class of our capital stock outstanding at any time. If the
number of shares of our Class B Common Stock outstanding is
reduced for any reason (e.g., by repurchase or
conversion), the aggregate voting power of our Class B
Common Stock will be proportionately reduced.
Each share of our Class B Common Stock has 15 votes.
Approval Rights
Except as required by law, holders of Class A Special
Common Stock and Class A Common Stock have no specific
approval rights over any corporate actions. Holders of our
Class B Common Stock have an approval right over
(1) any merger of us with another company or any other
transaction, in each case that requires our shareholders
approval under applicable law, or any other transaction that
would result in any person or group owning shares representing
in excess of 10% of the aggregate voting power of the resulting
or surviving corporation, or any issuance of securities (other
than pursuant to director or officer stock option or purchase
plans) requiring our shareholders approval under the rules
and regulations of any stock exchange or quotation system;
(2) any issuance of our Class B Common Stock or any
securities exercisable or exchangeable for or convertible into
our Class B Common Stock; and (3) charter or bylaw
amendments (such as a charter amendment to opt in to any of the
Pennsylvania antitakeover statutes) and other actions (such as
the adoption, amendment or redemption of a shareholder rights
plan) that limit the rights of holders of our Class B
Common Stock or any subsequent transferee of our Class B
Common Stock to transfer, vote or otherwise exercise rights with
respect to our capital stock.
Principal Shareholder
Brian L. Roberts, our President and CEO, through his control of
BRCC Holdings LLC and certain trusts, which own all outstanding
shares of our Class B Common Stock, holds a nondilutable
331/3
% of the combined voting power of our stock and also has
separate approval rights over certain material transactions
involving us, as described above under Approval
Rights. The Class B Common Stock is convertible on a
share-for-share basis into Class A Common Stock or
Class A Special Common Stock. As of February 28, 2006,
if BRCC Holdings LLC, the trusts and Mr. Roberts were to
convert the Class B Common Stock which they are deemed to
beneficially own into Class A Common Stock,
Mr. Roberts would beneficially own 10,170,995 shares
of Class A Common Stock, which is less than 1% of the
Class A Common Stock that would be outstanding after the
conversion.
Conversion of Class B Common Stock
The Class B Common Stock is convertible share for share
into either the Class A Common Stock or the Class A
Special Common Stock.
Preference on Liquidation
In the event of our liquidation, dissolution or winding up,
either voluntary or involuntary, the holders of Class A
Special Common Stock, Class A Common Stock and Class B
Common Stock are entitled to receive, subject to any liquidation
preference of any preferred stock then outstanding, our
remaining assets, if any, in proportion to the number of shares
held by them without regard to class.
Mergers, Consolidations, Etc.
Our charter provides that if in a transaction such as a merger,
consolidation, share exchange or recapitalization holders of
each class of our common stock outstanding do not receive the
same consideration for each of their shares of our common stock
(i.e., the same amount of cash or the same number of
shares of each class of stock issued in the transaction in
proportion to the number of shares of our common stock held by
them, respectively, without regard to class), holders of each
such class of our
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common stock will receive mirror securities
(i.e., shares of a class of stock having substantially
equivalent rights as the applicable class of our common stock).
Miscellaneous
The holders of Class A Common Stock, Class A Special
Common Stock and Class B Common Stock do not have any
preemptive rights. All shares of Class A Common Stock,
Class A Special Common Stock and Class B Common Stock
presently outstanding are, and all shares of the Class A
Common Stock and Class A Special Common Stock offered
hereby, or issuable upon conversion, exchange or exercise of
securities offered hereby, will, when issued, be, fully paid and
non-assessable. We have been advised that the Class A
Common Stock and Class A Special Common Stock are exempt
from existing Pennsylvania personal property tax.
The transfer agent and registrar for our Class A Special
Common Stock and Class A Common Stock is Computershare, 250
Royall Street, Canton, Massachusetts 02021. Their telephone
number is
(888) 883-8903.
Shareholder Rights Plan
The following description of the material terms of a rights
agreement with respect to a shareholder rights plan is qualified
by reference to the terms of the rights agreement, which is
included as an exhibit to the registration statement of which
this prospectus is a part.
The Rights. Pursuant to the rights agreement, our
board declared on November 18, 2002 a dividend of one
preferred stock purchase right (the Rights) for each
outstanding share of our Class A Common Stock, Class A
Special Common Stock and Class B Common Stock payable to
holders of record on November 18, 2002. Shares of Common
Stock issued after the record date and prior to the Distribution
Date will be issued with a Right attached so that all shares of
Common Stock outstanding prior to the Distribution Date will
have Rights attached. 2.5 million shares of Preferred Stock
have been reserved for issuance upon exercise of the Rights.
Rights holders have no rights as a shareholder of the Company,
including the right to vote or to receive dividends.
The rights agreement includes antidilution provisions designed
to prevent efforts to diminish the effectiveness of the Rights.
The transferability and exercisability of the Rights will depend
on whether a Distribution Date has occurred. A
Distribution Date generally means the earlier of (1) the
close of business on the tenth day after a public announcement
that any person or group has become an Acquiring
Person and (2) the close of business on the tenth
business day after the date of the commencement of a tender or
exchange offer by any person that could result in such person
becoming an Acquiring Person. An Acquiring Person generally
means any person or group (other than any holder of our
Class B common stock or any of such holders
affiliates) who becomes the beneficial owner of our voting
capital stock that represents 10% or more of the total number of
votes that holders of our capital stock are entitled to cast
with respect to any matter presented for a shareholder vote.
Transferability. Prior to the Distribution Date,
(1) the Rights will be evidenced by the certificates of the
relevant underlying common stock and the registered holders of
the common stock shall be deemed the registered holders of the
associated Rights and (2) the Rights will be transferable
only in connection with transfers of shares of the underlying
common stock. After the Distribution Date, the rights agent will
mail separate certificates evidencing the Rights to each holder
of the relevant underlying common stock as of the close of
business on the Distribution Date. Thereafter, the Rights will
be transferable separately from the common stock.
Exercisability. The Rights will not be exercisable
prior to the Distribution Date. After the Distribution Date, but
prior to the occurrence of an event described below under
Flip In Feature or
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Flip Over Feature, each Right will
be exercisable to purchase for $125 one one-thousandth of a
share of our Series A Participating Cumulative Preferred
Stock.
Flip In Feature. If any person becomes
an Acquiring Person, each holder of a Right, except for the
Acquiring Person or certain affiliated persons, will have the
right to acquire, instead of one one-thousandth of a share of
our Series A Participating Cumulative Preferred Stock, a
number of shares of our Class A common stock, in each case
having a market value equal to twice the exercise price of the
Right. For example, if an initial purchase price of $125 was in
effect on the date that the flip in feature of the Rights was
exercised, any holder of a Right, except for the person that has
become an Acquiring Person or certain affiliated persons, could
exercise his or her Right by paying to us $125 in order to
receive shares of our Class A common stock having a value
equal to $250.
Exchange Feature. At any time after a
person becomes an Acquiring Person (but before any person
becomes the beneficial owner of our voting capital stock
representing 50% or more of the total number of votes which
holders of our capital stock are entitled to cast with respect
to any matter presented for a shareholder vote), our Board may
exchange all or some of the Rights, except for those held by any
Acquiring Person or certain affiliated persons, for our
Class A common stock at an exchange ratio of one share of
our Class A common stock for each Right. Use of this
exchange feature means that eligible Rights holders would not
have to pay cash before receiving shares of our Class A
common stock.
Flip Over Feature. If, after a person
becomes an Acquiring Person, (1) we are involved in a
merger or other business combination in which we are not the
surviving corporation or any of our common stock is exchanged
for other securities or assets or (2) we and/or one or more
of our subsidiaries sell or transfer assets or earning power
aggregating 50% or more of the assets or earning power of us
and/or our subsidiaries, then each Right will entitle the
holder, except for any Acquiring Person or certain affiliated
persons, to purchase a number of shares of common stock of the
other party to the transaction having a value equal to twice the
exercise price of the Right.
Redemption of Rights. Our Board may redeem all of
the Rights at a price of $0.001 per Right at any time prior
to the time that any person becomes an Acquiring Person. The
right to exercise will terminate upon redemption, and at that
time, holders of the Rights will have the right to receive only
the redemption price for each Right they hold.
Amendment of Rights. For so long as the Rights are
redeemable, the rights agreement may be amended in any respect.
At any time when the Rights are no longer redeemable, the rights
agreement may be amended in any respect that does not adversely
affect Rights holders (other than any Acquiring Person and
certain affiliated persons), cause the rights agreement to
become amendable except as set forth in this sentence or cause
the Rights again to become redeemable.
Expiration of Rights. If not previously exercised
or redeemed, the Rights will expire on November 18, 2012,
unless earlier exchanged.
Anti-Takeover Effects. The Rights have certain
anti-takeover effects. The Rights may cause substantial dilution
to a person that attempts to acquire us without a condition to
such an offer that a substantial number of the Rights be
acquired or that the Rights be redeemed or declared invalid. The
Rights should not interfere with any merger or other business
combination approved by our Board since the Rights may be
redeemed by us as described above.
Taxation. While the dividend of the Rights was not
taxable to stockholders or to us, stockholders or we may,
depending upon the circumstances, recognize taxable income in
the event that the Rights become exercisable as set forth above.
Series A Preferred Stock. In connection with
the creation of the Rights, our Board authorized the issuance of
shares of our preferred stock designated as our Series A
Participating Cumulative Preferred Stock. The dividend,
liquidation, voting and redemption features of our Series A
Participating Cumulative Preferred Stock have been designed so
that the value of one-thousandth of a share of our Series A
Participating Cumulative Preferred Stock approximates the value
of one share of our Class A common
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stock. Shares of our Series A Participating Cumulative
Preferred Stock will be purchasable only after the Rights have
become exercisable. The rights of our Series A
Participating Cumulative Preferred Stock as to dividends,
liquidation and voting, and in the event of mergers or
consolidations, are protected by customary antidilution
provisions.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby in four ways:
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through underwriters; and |
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through dealers. |
We may directly solicit offers to purchase securities, or we may
designate agents to solicit such offers. We will, in the
prospectus supplement relating to such offering, name any agent
that could be viewed as an underwriter under the Securities Act
of 1933 (hereinafter, the Securities Act) and
describe any commissions we or our trust subsidiaries must pay.
Any such agent will be acting on a best efforts basis for the
period of its appointment or, if indicated in the applicable
prospectus supplement, on a firm commitment basis. Agents,
dealers and underwriters may be customers of, engage in
transactions with, or perform services for us in the ordinary
course of business.
If any underwriters are utilized in the sale of the securities
in respect of which this prospectus is delivered, we will enter
into an underwriting agreement with them at the time of sale to
them, and we will set forth in the prospectus supplement
relating to such offering their names and the terms of our
agreement with them.
If a dealer is utilized in the sale of the securities in respect
of which the prospectus is delivered, we will sell such
securities to the dealer, as principal. The dealer may then
resell such securities to the public at varying prices to be
determined by such dealer at the time of resale.
Remarketing firms, agents, underwriters and dealers may be
entitled under agreements which they may enter into with us to
indemnification by us against certain civil liabilities,
including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services
for us in the ordinary course of business.
In order to facilitate the offering of the securities, any
underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the securities or any other
securities the prices of which may be used to determine payments
on such securities. Specifically, any underwriters may overallot
in connection with the offering, creating a short position for
their own accounts. In addition, to cover overallotments or to
stabilize the price of the securities or of any such other
securities, the underwriters may bid for, and purchase, the
securities or any such other securities in the open market.
Finally, in any offering of the securities through a syndicate
of underwriters, the underwriting syndicate may reclaim selling
concessions allowed to an underwriter or a dealer for
distributing the securities in the offering if the syndicate
repurchases previously distributed securities in transactions to
cover syndicate short positions, in stabilization transactions
or otherwise. Any of these activities may stabilize or maintain
the market price of the securities above independent market
levels. Any such underwriters are not required to engage in
these activities and may end any of these activities at any time.
Any underwriter, agent or dealer utilized in the initial
offering of securities will not confirm sales to accounts over
which it exercises discretionary authority without the prior
specific written approval of its customer.
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LEGAL MATTERS
As to matters governed by Pennsylvania law, Arthur R. Block,
Esquire, Senior Vice President, General Counsel and Secretary of
Comcast, and as to matters governed by New York and Delaware
law, Davis Polk & Wardwell, will pass upon the validity
of the securities on our behalf and on behalf of the cable
guarantors, although we may use other counsel, including our
employees, to do so. Unless otherwise indicated in the
accompanying prospectus supplement, Cahill Gordon &
Reindel will represent the underwriters.
EXPERTS
The financial statements, the related financial statement
schedule, and managements report on the effectiveness of
internal control over financial reporting, incorporated in this
prospectus by reference from Comcast Corporations Annual
Report on
Form 10-K, have
been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports,
which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
AVAILABLE INFORMATION
We, along with the cable guarantors, have filed this prospectus
as part of a combined registration statement on
Form S-3 with the
SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. In
particular, the registration statement includes as exhibits
forms of our underwriting agreements, copies of our senior
indenture and subordinated indenture, forms of our senior debt
security and subordinated debt security, a form of preferred
security, a form of unit agreement, a form of purchase contract
agreement, a form of pledge agreement, a form of warrant
agreement for warrants sold separately, a form of warrant for
warrants sold separately, a form of warrant agreement for
warrants sold attached to securities, a form of warrant for
warrants sold attached to securities, a form of deposit
agreement and a form of depositary share. Our descriptions in
this prospectus of the provisions of documents filed as exhibits
to the registration statement or otherwise filed with the SEC
are only summaries of the documents material terms. If you
want a complete description of the content of the documents, you
should obtain the documents by following the procedures
described below.
We file annual, quarterly and special reports and other
information with the SEC. Comcast Cable Communications Holdings,
Comcast Cable, Comcast Cable Holdings, Comcast MO Group and
Comcast MO of Delaware do not currently file information with
the SEC. Although the cable guarantors would normally be
required to file information with the SEC on an ongoing basis,
we expect that the cable guarantors will be exempt from this
filing obligation for as long as we continue to file our
information with the SEC. You may read and copy any document we
file at the SECs public reference room located at 100 F
Street, NE, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for
further information on the public reference rooms. Our SEC
filings, including the complete registration statement and all
of the exhibits to it are available through the SECs web
site at http://www.sec.gov.
You should rely only on the information contained in this
prospectus, in the accompanying prospectus supplement and in
material we file with the SEC and incorporate by reference
herein. We have not authorized anyone to provide you with
information that is different. We are offering to sell, and
seeking offers to buy, the securities described in the
prospectus only where offers and sales are permitted. The
information contained in this prospectus, the prospectus
supplement and our filings with the SEC is accurate only as of
its date, regardless of the time of delivery of this prospectus
and the prospectus supplement or of any sale of the securities.
26
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the
information we file with them, which means that we can disclose
important information to you by referring you directly to those
documents. The information incorporated by reference is
considered to be part of this prospectus. In addition,
information we file with the SEC in the future will
automatically update and supersede information contained in this
prospectus and any accompanying prospectus supplement.
This prospectus incorporates by reference the documents set
forth below that we have previously filed with the SEC:
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Annual Report on
Form 10-K for the
year ended December 31, 2005, filed on February 22,
2006. |
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The section of the Definitive Proxy Statement on
Schedule 14A for the 2006 annual meeting of stockholders
incorporated by reference in the Annual Report on
Form 10-K for the
year ended December 31, 2005. |
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Current Reports on
Form 8-K filed on
January 26, 2006, February 28, 2006 and March 6,
2006. |
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The description of our capital stock incorporated in our Current
Report on
Form 8-K12G3 and
Registration Statement on
Form 8-A12G, each
filed on November 18, 2002, as the same may be amended from
time to time. |
We also incorporate by reference into this prospectus additional
documents that we may file with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until we sell all of the securities we are offering. Any
statements contained in a previously filed document incorporated
by reference into this prospectus is deemed to be modified or
superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus, or in a subsequently
filed document also incorporated by reference herein, modifies
or supersedes that statement. We will provide free copies of any
of those documents, if you write or telephone us at: 1500 Market
Street, Philadelphia, Pennsylvania 19102-2148,
(215) 665-1700.
27
$300,000,000 7.00% Notes due 2055
PROSPECTUS SUPPLEMENT
Joint Book-Running Managers
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Citigroup |
Wachovia Securities |
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Merrill Lynch & Co.
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Morgan Stanley |
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UBS Investment Bank |
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Banc of America Securities LLC
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Deutsche Bank Securities |
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JPMorgan |
LaSalle Financial Services, Inc.
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Lehman Brothers |
May 3, 2006