1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ COMCAST CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 4841 23-1709202 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) 1500 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19102-2148 (215) 665-1700 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ JOHN R. ALCHIN SENIOR VICE PRESIDENT AND TREASURER COMCAST CORPORATION 1500 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19102-2148 (215) 665-1700 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: WILLIAM L. TAYLOR, ESQ. WILLIAM APPLETON, ESQ. DAVIS POLK & WARDWELL BAKER & HOSTETLER 450 LEXINGTON AVENUE 3200 NATIONAL CITY CENTER NEW YORK, NEW YORK 10017 CLEVELAND, OHIO 44114 (212) 450-4000 (216) 621-0200 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as possible after this Registration Statement becomes effective and all other conditions to the Merger of The E.W. Scripps Company with and into Comcast Corporation pursuant to the Agreement and Plan of Merger described in the enclosed Joint Proxy Statement-Prospectus have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- AMOUNT OF SHARES PROPOSED MAXIMUM PROPOSED AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE(2) - ---------------------------------------------------------------------------------------------------------- Class A Special Common Stock, par value $1.00 per share............. 93,303,055 N/A N/A $416,177 - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- (1) Based upon the assumed number of shares that may be issued in the Merger described herein. Such number is based upon an assumed aggregate consideration of $1.5921 billion and an assumed Average Closing Price (as defined in the Merger Agreement) of $17.06375. (2) The registration fee for the acquisition of the cable business of The E.W. Scripps Company ("Scripps") has been computed pursuant to Rule 457(f)(1) and (2) under the Securities Act of 1933, as amended (the "Securities Act") on the basis of 1/29 of 1% of the product of (A) the sum of (a) the product of (i) $46.0625 (the average of the high and low prices of Class A Common Stock of Scripps on the New York Stock Exchange on September 24, 1996) and (ii) 61,000,396 (the number of issued and outstanding shares of such class) and (b) the product of (i) .00333 (one-third of the par value of Scripps Common Voting Stock) and (ii) 19,470,382 (the number of issued and outstanding shares of such class) times (B) 49.95212% (the percentage of the market capitalization of Scripps which is attributable to the cable business of Scripps). Pursuant to Rule 457 under the Securities Act, $322,500 previously paid on January 5, 1996 upon filing with the Commission of preliminary proxy materials has been credited against the registration fee payable in connection with this filing. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 COMCAST CORPORATION SEPTEMBER 30, 1996 Dear Shareholder: You are cordially invited to attend a Special Meeting of Shareholders of Comcast Corporation ("Comcast") to be held on November 7, 1996 at 10:00 a.m., local time, at the offices of Comcast, 1500 Market Street, 33rd Floor, Philadelphia, Pennsylvania. Comcast is a party to an Agreement and Plan of Merger dated October 28, 1995, by and among Comcast, The E.W. Scripps Company ("Scripps"), and Scripps Howard, Inc., a wholly owned subsidiary of Scripps. This Agreement and Plan of Merger is to be amended pursuant to the Form of Amendment to the Agreement and Plan of Merger attached as Annex II to the accompanying Joint Proxy Statement-Prospectus. The Agreement and Plan of Merger as so amended is referred to herein as the "Merger Agreement." The Merger Agreement provides for the acquisition by Comcast of the cable television business of Scripps (the "Scripps Cable Business") pursuant to the merger (the "Merger") of Scripps, which at the time of the Merger will hold only the Scripps Cable Business, with and into Comcast in exchange for shares of Comcast Class A Special Common Stock with a value (as determined in accordance with the Merger Agreement) of $1.575 billion, subject to certain closing adjustments. The Merger and related matters are described in greater detail in the accompanying Joint Proxy Statement-Prospectus. At the Special Meeting, holders of Comcast Class A Common Stock and Comcast Class B Common Stock will be asked to approve the Merger. The Comcast Class A Special Common Stock is quoted on The Nasdaq Stock Market under the symbol "CMCSK." The Merger is subject to certain shareholder and regulatory approvals, and certain other conditions. Comcast shareholders are being asked to approve the issuance of Comcast Class A Special Common Stock in the Merger. Approval of such issuance requires approval by a majority of all votes cast by holders of Comcast Class A Common Stock and Comcast Class B Common Stock, voting together as a single class. Sural Corporation, which owns shares of Comcast common stock entitled to cast approximately 81% of the votes that all shares of Comcast common stock are entitled to cast with respect to the approval of such issuance, has agreed to vote its shares in favor of such issuance. Consequently, the approval of the issuance submitted to shareholders in accordance with the accompanying notice of meeting and as set forth in the accompanying Joint Proxy Statement-Prospectus is assured. If all conditions are satisfied, it is expected that the Merger will be completed during the fourth quarter of 1996. Holders of Comcast common stock will not be entitled to dissenters' rights of appraisal in connection with the Merger. The fact that a Comcast shareholder voted in favor of the issuance of Comcast Class A Special Common Stock in the Merger could be raised as a defense in any action brought by such shareholder against Comcast, Sural Corporation or any officer or director of Comcast with respect to the Merger. YOUR BOARD OF DIRECTORS HAS CAREFULLY CONSIDERED THE TERMS OF THE PROPOSED MERGER AND BELIEVES THAT THE MERGER AND RELATED TRANSACTIONS ARE IN THE BEST INTERESTS OF COMCAST AND ITS SHAREHOLDERS. THE BOARD HAS APPROVED THE MERGER AND THE RELATED TRANSACTIONS AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE ISSUANCE OF COMCAST CLASS A SPECIAL COMMON STOCK IN THE MERGER. The accompanying Joint Proxy Statement-Prospectus sets forth the respective voting rights of holders of shares of Comcast common stock with respect to these matters. We hope you will be able to attend the meeting. However, even if you anticipate attending in person, we urge you to complete, sign, date and return the enclosed proxy card promptly to ensure that your shares will be represented at this meeting. If you do attend, you will, of course, be entitled to vote in person. Thank you, and I look forward to seeing you at the meeting. Sincerely, STANLEY WANG Secretary 3 THE E.W. SCRIPPS COMPANY SEPTEMBER 30, 1996 Dear Stockholder: You are cordially invited to attend a Special Meeting of Stockholders of The E.W. Scripps Company ("Scripps") to be held on November 5, 1996 at 1:00 p.m., local time, at the Queen City Club, 331 East Fourth Street, Cincinnati, Ohio. On October 28, 1995, Scripps reached an agreement that will result in its cable television systems (the "Scripps Cable Business") being acquired by Comcast Corporation ("Comcast") through a tax-free merger. As part of the process of merging with Comcast, the remaining Scripps businesses -- the newspaper, broadcast television and entertainment divisions -- will continue as the new E.W. Scripps Company, all of the capital stock of which