-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NmPw/zDMV1U70OWJkLBHWgX1Gsa3YXQwivbkfAOn/gB2pDKs8KCDFtcy1lmmS1Ps 1X6xJLbotl/1L5kzCSBk8g== 0000950103-99-000362.txt : 19990510 0000950103-99-000362.hdr.sgml : 19990510 ACCESSION NUMBER: 0000950103-99-000362 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990507 GROUP MEMBERS: ROBERTS BRIAN L GROUP MEMBERS: SURAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 231709202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-13856 FILM NUMBER: 99613042 BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS BRIAN L CENTRAL INDEX KEY: 0001063948 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CONCAST CORP STREET 2: 1500 MARKET STREET-35TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: CONCAST CORP STREET 2: 1500 MARKET STREET-35TH FLOOR CITY: PHILIDELPHIA STATE: PA ZIP: 19102-2148 SC 13D/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) COMCAST CORPORATION (Name of Issuer) CLASS A COMMON STOCK, $1.00 PAR VALUE (Title of Class of Securities) ---------- 200 30010 1 (CUSIP Number) DAVIS POLK & WARDWELL 450 Lexington Avenue New York, New York 10017 Attention: William L. Taylor, Esq. Tel No.: (212) 450-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 6, 1999 (Date of Event Which Requires Filing of This Statement) (Continued on following pages) (Page 1 of 6 Pages) ================================================================================ Page 2 of 6 pages 1. NAME OF REPORTING PERSON: BRIAN L. ROBERTS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* -- OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION -- U.S.A. NUMBER OF SHARES 7. SOLE VOTING POWER -- 9,583,993 BENEFICIALLY 8. SHARED VOTING POWER -- 1,356 OWNED BY 9. SOLE DISPOSITIVE POWER -- 9,583,993 EACH 10. SHARED DISPOSITIVE POWER -- 1,356 REPORTING PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -- 9,585,349 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 23.8% (treating 8,786,250 shares of convertible Class B Common Stock held by Sural Corporation as outstanding shares of Class A Common Stock) 14. TYPE OF REPORTING PERSON* -- IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 pages 1. NAME OF REPORTING PERSON: SURAL CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* -- OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION -- DELAWARE NUMBER OF SHARES 7. SOLE VOTING POWER -- 9,581,288 BENEFICIALLY 8. SHARED VOTING POWER -- 0 OWNED BY 9. SOLE DISPOSITIVE POWER -- 9,581,288 EACH 10. SHARED DISPOSITIVE POWER -- 0 REPORTING PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -- 9,581,288 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- 23.8% (treating 8,786,250 shares of convertible Class B Common Stock held by Sural Corporation as outstanding shares of Class A Common Stock) 14. TYPE OF REPORTING PERSON* -- CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 6 pages The following information amends the Schedule 13D dated May 12, 1980, as previously amended (as so amended, the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 4. Purpose of Transaction The response set forth in Item 4 is supplemented by the following information: "(a) On March 22, 1999, Comcast entered into an Agreement and Plan of Merger (the "Merger Agreement") with MediaOne Group, Inc., a Delaware corporation ("MediaOne"), which provided for the merger (the "Merger") of MediaOne with and into Comcast. In connection with the Merger Agreement, Sural and Brian L. Roberts entered into a Voting Agreement (the "Voting Agreement") with MediaOne dated as of March 22, 1999, as described in Amendment No. 8 to this Schedule 13D, filed on March 24, 1999. The Merger Agreement was terminated by MediaOne on May 6, 1999. Pursuant to its terms, the Voting Agreement terminated upon the termination of the Merger Agreement. (b) Neither Brian L. Roberts, Sural nor any executive officer or director of Sural has any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of Comcast, or the disposition of securities of Comcast; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Comcast or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of Comcast or any of its subsidiaries; (iv) any change in the present board of directors or management of Comcast, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of Comcast; (vi) any other material change in Comcast's business or corporate structure; (vii) any change in Comcast's charter, bylaws or instruments corresponding thereto or other action which may impede the acquisition of control of Comcast by any person; Page 5 of 6 pages (viii) causing a class of securities of Comcast to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of Comcast becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to those enumerated in (i) - (ix) above. Notwithstanding the foregoing, the parties filing this statement, and the executive officers and directors of Sural, reserve the right to attempt to effectuate any such transaction or transactions in the future." Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Page 6 of 6 pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 7, 1999 /s/ Brian L. Roberts ------------------------------ Name: Brian L. Roberts SURAL CORPORATION By: /s/ Arthur R. Block --------------------------- Name: Arthur R. Block Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----