EXHIBIT 99.1
LETTER OF CONSENT
COMCAST CORPORATION
CONSENT SOLICITATION AND OFFER TO GUARANTEE
8 7/8% SENIOR DEBENTURES DUE SEPTEMBER 15, 2005 (CUSIP NO. 211177AJ9)
8.30% SENIOR NOTES DUE MAY 15, 2006 (CUSIP NO. 211177AM2)
9% SENIOR DEBENTURES DUE SEPTEMBER 1, 2008 (CUSIP NO. 211177AG5)
9.5% SENIOR DEBENTURES DUE AUGUST 1, 2013 (CUSIP NO. 211177AK6)
OF
COMCAST MO OF DELAWARE, INC.
THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MARCH 11, 2003 UNLESS THE OFFER IS EXTENDED.
The undersigned hereby acknowledges receipt of the Prospectus dated
February 7, 2003 (the "Prospectus") and this Letter of Consent (the "Letter of
Consent") (together, the "Consent Solicitation") relating to Comcast
Corporation's ("Comcast") consent solicitation and offer to guarantee with
respect to the above-listed securities (the "Continental Notes") of Comcast MO
of Delaware, Inc. (formerly MediaOne of Delaware, Inc.) ("Continental"). The
undersigned hereby consents or does not consent as set forth below to the
amendment described in the Prospectus with respect to the Continental Notes held
of record by the undersigned as of the end of business on February 10, 2003 (the
"Record Date").
The Consent Agent for the Consent Solicitation Is:
THE BANK OF NEW YORK
<Table>
By Registered or Certified Mail: Facsimile Transmissions: By Overnight Delivery or Hand:
(212) 298-1915
The Bank of New York The Bank of New York
Corporate Trust Reorganization To Confirm by Telephone: Corporate Trust Reorganization
Unit Toll Free (800) 254-2826 Unit
101 Barclay Street, 7E (212) 815-5788 101 Barclay Street, 7E
New York, New York 10286 New York, New York 10286
Attn: William Buckley Attn: William Buckley
</Table>
DELIVERY OF THIS LETTER OF CONSENT OTHER
THAN AS SET FORTH HEREIN WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS IN THIS LETTER OF CONSENT SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF CONSENT IS COMPLETED. IF YOU HAVE QUESTIONS REGARDING
COMPLETING THIS LETTER OF CONSENT, YOU MAY CONTACT THE INFORMATION AGENT:
D.F. KING & CO., INC.
48 WALL STREET, 22ND FLOOR
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT:
(212) 269-5550
ALL OTHERS CALL TOLL FREE:
(866) 868-2409
THE UNDERSIGNED UNDERSTANDS THAT IF THIS LETTER OF CONSENT IS EXECUTED AND
DELIVERED TO THE CONSENT AGENT, BUT NO BOX IS CHECKED BELOW, OR A LESSER
PRINCIPAL AMOUNT OF CONTINENTAL NOTES WITH RESPECT TO WHICH PRINCIPAL IS BEING
GIVEN IS NOT SPECIFIED BELOW, THE UNDERSIGNED WILL BE DEEMED TO HAVE CONSENTED
TO THE PROPOSED AMENDMENT FOR ALL NOTES OF EACH SERIES OF CONTINENTAL NOTES HELD
BY THE UNDERSIGNED AS OF THE RECORD DATE.
THE UNDERSIGNED HEREBY AGREES THAT IT WILL NOT REVOKE ANY CONSENT IT GRANTS
HEREBY EXCEPT IN ACCORDANCE WITH THE PROCEDURES SET FORTH HEREIN AND IN THE
PROSPECTUS.
The aggregate face amount of the Continental Notes held by you as of the
Record Date was (fill in amount):
$
- ------------ 8 7/8% Senior Debentures Due September 15, 2005 (CUSIP No.
211177AJ9)
$
- ------------ 8.30% Senior Notes Due May 15, 2006 (CUSIP No. 211177AM2)
$
- ------------ 9% Senior Debentures Due September 1, 2008 (CUSIP No. 211177AG5)
$
- ------------ 9.5% Senior Debentures Due August 1, 2013 (CUSIP No. 211177AK6)
With respect to the Consent Solicitation, the undersigned hereby (check
appropriate box):
[ ] CONSENTS to the amendment of the terms of the Continental Notes as
described in the Prospectus with respect to all of the Continental Notes held by
the undersigned as of the Record Date (if consent is being given with respect to
less than all of the Continental Notes held, insert below the principal amount
of Continental Notes with respect to which consent is given):
$
- ------------ 8 7/8% Senior Notes Due September 15, 2005 (CUSIP No. 211177AJ9)
$
- ------------ 8 3/4% Senior Notes Due May 15, 2006 (CUSIP No. 211177AM2)
$
- ------------ 9% Senior Debentures Due September 1, 2008 (CUSIP No. 211177AG5)
$
- ------------ 9.5% Senior Notes Due August 1, 2013 (CUSIP No. 211177AK6)
[ ] DOES NOT CONSENT to the amendment of the terms of any Continental
Notes held by the undersigned as of the Record Date.
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IMPORTANT INFORMATION -- PLEASE READ CAREFULLY
If this Letter of Consent is executed by a registered holder of the
Continental Notes, it must be executed in exactly the same manner as the name of
the holder appears on the Continental Notes as of the Record Date. An authorized
DTC participant must execute this Letter of Consent exactly as its name appears
on DTC's position listing as of the Record Date. If any holder's Continental
Notes are held of record by two or more joint holders, all such holders must
sign this Letter of Consent for it to be effective with respect to the jointly
held Continental Notes. If a signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other holder acting in a
fiduciary or representative capacity, such person should so indicate when
signing and must submit proper evidence satisfactory to Comcast of such person's
authority to so act. If a holder has Continental Notes registered in different
names, separate Letter of Consents must be executed covering each form of
registration. If a Letter of Consent is executed by a person other than the
holder as of the Record Date, then such person must have been authorized by
proxy or in some other manner acceptable to Comcast to execute this Letter of
Consent with respect to the applicable Continental Notes on behalf of the holder
of record. Any beneficial owner of the Continental Notes who is not a holder of
record of such Continental Notes must arrange with the person who is the holder
or such holder's assignee or nominee to execute and deliver this Letter of
Consent on behalf of such owner. Any holder of the Continental Notes who was not
the holder of record of such Continental Notes on the Record Date must arrange
with the person who was the holder on the Record Date to execute and deliver
this Letter of Consent on behalf of such holder.
The undersigned authorizes and directs the Consent Agent to deliver this
Letter of Consent and any proxy delivered in connection herewith to Comcast and
to the appropriate indenture trustee as evidence of the undersigned's action
with respect to the Consent Solicitation.
FOR EACH SERIES OF CONTINENTAL NOTES INDICATED ABOVE, THE UNDERSIGNED
HEREBY CONSENTS TO THE PROPOSED AMENDMENT TO THE TERMS OF THAT SERIES OF
CONTINENTAL NOTES AS DESCRIBED IN THE PROSPECTUS. THE UNDERSIGNED ALSO HEREBY
REPRESENTS THAT (1) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF COMCAST, (2) THE
UNDERSIGNED WAS THE HOLDER OF THE CONTINENTAL NOTES INDICATED ABOVE AS OF THE
END OF BUSINESS ON THE RECORD DATE, AND (3) THE UNDERSIGNED HAS FULL POWER AND
AUTHORITY TO CONSENT TO THE AMENDMENT TO THE TERMS OF THE CONTINENTAL NOTES
DESCRIBED IN THE PROSPECTUS.
PLEASE SEE THE INSTRUCTIONS BELOW FOR DETAILED INSTRUCTIONS ON COMPLETING
THE LETTER OF CONSENT. THE INSTRUCTIONS FORM PART OF THE TERMS AND CONDITIONS OF
THE CONSENT SOLICITATION.
SIGN HERE
Signature(s): ------------------------------------------------------------------
Name(s) ------------------------------------------------------------------------
(PLEASE PRINT)
Address: -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone Number: ------------------------------------------------
Taxpayer Identification or Social Security Number: ----------------------------
Date: ------------------------------------------------------------------------
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED, SEE INSTRUCTIONS 5 AND 6 BELOW)
Authorized Signature(s): -------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name(s) and Title: -----------------------------------------------------------
(PLEASE PRINT)
Date: ------------------------------------------------------------------------
Name of Firm: -----------------------------------------------------------
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INSTRUCTIONS FOR CONSENTING HOLDERS, FORMING PART OF THE TERMS AND
CONDITIONS OF THE CONSENT SOLICITATION
1. DELIVERY OF THIS LETTER OF CONSENT. Upon the terms and subject to the
conditions set forth herein and in the Prospectus, a properly completed and duly
executed copy of this Letter of Consent and any other documents required by this
Letter of Consent must be received by the Consent Agent at its address or
facsimile number set forth on the cover hereof on or prior to the Expiration
Time (as defined below). THE METHOD OF DELIVERY OF THIS LETTER OF CONSENT AND
ALL OTHER REQUIRED DOCUMENTS TO THE CONSENT AGENT IS AT THE RISK OF THE HOLDER
OF CONTINENTAL NOTES, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE CONSENT AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED
TO ASSURE TIMELY DELIVERY. NO LETTER OF CONSENT SHOULD BE SENT TO ANY PERSON
OTHER THAN THE CONSENT AGENT.
Any beneficial owner of Continental Notes who is not a registered holder of
such Continental Notes (e.g., where such Continental Notes are held in the name
of DTC or the beneficial owner's broker, dealer, commercial bank, trust company
or other nominee institution) must arrange with the person who is the registered
holder or such registered holder's assignee or nominee to execute and deliver
this Letter of Consent on behalf of such beneficial owner.
2. EXPIRATION TIME. The Consent Solicitation expires at 5:00 p.m., New
York City time, on March 11, 2003, unless Comcast, in its sole discretion,
extends the period during which the Consent Solicitation is open, in which case
the term "Expiration Time" shall mean, with respect to the Consent Solicitation
as so extended, the latest date and time to which the Consent Solicitation is
extended. In order to extend the Expiration Time, Comcast will give oral or
written notice of this extension to the indenture trustees and will notify the
Consent Agent and the holders of Continental Notes by making a public
announcement of this extension not later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Time. Comcast
may extend the Consent Solicitation for such specified period of time as it
determines in its sole discretion. Failure by any holder or beneficial owner of
the Continental Notes to be so notified will not affect the extension of the
Consent Solicitation.
3. QUESTIONS REGARDING VALIDITY, FORM, LEGALITY, ETC. All questions as to
the validity, form, eligibility (including time of receipt) and acceptance of
Letters of Consent and revocations of Letters of Consent will be resolved by
Comcast, whose determinations will be binding. Comcast reserves the absolute
right to reject any or all Letters of Consent and revocations that are not in
proper form or the acceptance of which could, in the opinion of Comcast's
counsel, be unlawful. Comcast also reserves the right to waive any
irregularities in connection with deliveries or which Comcast may require to be
cured within such time as Comcast determines. None of Comcast, Comcast's
affiliates, the Consent Agent, any of the indenture trustees or any other person
shall have any duty to give notification of any such defects, irregularities or
waiver, nor shall any of them incur any liability for failure to give any such
notification. Deliveries of Letters of Consent or notices of revocation will not
be deemed to have been made until such irregularities have been cured or waived.
Comcast's interpretation of the terms and conditions of the Consent Solicitation
(including this Letter of Consent and the accompanying Prospectus and the
instructions hereto and thereto) will be final and binding on all parties.
4. RECORD DATE; HOLDERS ENTITLED TO CONSENT. In accordance with the
indenture governing the Continental Notes, only registered holders of the notes
as of the close of business on the Record Date may execute and deliver to the
Consent Agent a Letter of Consent. We expect that DTC will authorize its
participants, which include banks, brokers and other financial institutions, to
execute Letters of Consent with respect to the Continental Notes they hold
through DTC as if the participants were the registered holders of those notes.
Accordingly, for purposes of the Consent Solicitation, when we use the term
"registered holders," we include banks, brokers and other financial institutions
that are participants of DTC.
If you are a beneficial owner of Continental Notes held through a bank,
broker or other financial institution, in order to consent to the amendment you
must arrange for the bank, broker or other financial institution that is the
registered holder to either (1) execute a Letter of Consent and deliver it
either to the Consent Agent on your behalf or to you for forwarding to the
Consent Agent before the Expiration Time or (2) provide you with a duly executed
proxy from the registered holder authorizing you to execute and deliver a Letter
of Consent with respect to the notes on behalf of the registered holder and you
must deliver an executed Letter of Consent, together with this proxy, to the
Consent Agent before the Expiration Time. Beneficial owners of Continental Notes
are urged to contact the bank, broker or other financial institution through
which they hold their notes to obtain a valid proxy or to direct that a letter
of consent be executed and delivered in respect of their notes.
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Giving consent to the proposed amendment to the terms of the Continental
Notes by submitting a Letter of Consent will not affect a holder's right to sell
or transfer the Continental Notes. All Letters of Consent received from the
registered holder as of the Record Date and not revoked by that registered
holder before the Expiration Time will be effective notwithstanding any transfer
of those notes after the Record Date.
5. SIGNATURES ON THIS LETTER OF CONSENT. If this Letter of Consent is
signed by the registered holder of the Continental Notes with respect to which
consent is given, the signature(s) of such registered holder must correspond
with the name(s) as contained on the books of the register maintained by the
applicable trustee or as set forth in DTC's position listing without alteration,
enlargement or any change whatsoever.
If any of the Continental Notes with respect to which consent is given were
held of record on the Record Date by two or more joint registered holders, all
such registered holders must sign this Letter of Consent. If any Continental
Notes with respect to which consent is given have different registered holders,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Consent and any necessary accompanying documents as there are
different registered holders.
If this Letter of Consent is signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should indicate such fact
when signing, and, unless waived by Comcast, evidence satisfactory to Comcast of
their authority to so act must be submitted with this Letter of Consent.
6. SIGNATURE GUARANTEES. All signatures on this Letter of Consent must be
guaranteed by a firm or other entity identified in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, including (as such terms are
defined therein): (a) a bank; (b) a broker, dealer, municipal securities dealer,
municipal securities broker, government securities dealer or government
securities broker; (c) a credit union; (d) a national securities exchange,
registered securities association or clearing agency; or (e) a savings
institution that is a participant in a Securities Transfer Association
recognized program (each an "ELIGIBLE INSTITUTION"). However, signatures need
not be guaranteed if this Letter of Consent is given by or for the account of an
Eligible Institution. If the registered holder of the Continental Notes is a
person other than the signer of this Letter of Consent, see Instruction 5.
7. REVOCATION OF CONSENT. Any registered holder of Continental Notes as
to which consent has been given using a Letter of Consent may revoke such Letter
of Consent as to such Continental Notes or any portion of such Continental Notes
(in integral multiples of $1,000) by delivering a written notice of revocation
or a changed Letter of Consent bearing a date later than the date of the prior
Letter of Consent to the Consent Agent or to the applicable indenture trustee at
any time prior to the Expiration Time. THE TRANSFER OF THE CONTINENTAL NOTES
AFTER THE RECORD DATE WILL NOT HAVE THE EFFECT OF REVOKING ANY LETTER OF CONSENT
THERETOFORE VALIDLY GIVEN BY A REGISTERED HOLDER OF SUCH CONTINENTAL NOTES, AND
EACH PROPERLY COMPLETED AND EXECUTED LETTER OF CONSENT WILL BE COUNTED
NOTWITHSTANDING ANY TRANSFER OF THE CONTINENTAL NOTES TO WHICH SUCH LETTER OF
CONSENT RELATES, UNLESS THE PROCEDURE FOR REVOKING LETTERS OF CONSENT DESCRIBED
BELOW HAS BEEN COMPLIED WITH.
To be effective, a notice of revocation must be in writing, must contain
the name of the registered holder and the aggregate principal amount of the
Continental Notes to which it relates, and must be (a) signed in the same manner
as the original Letter of Consent or (b) signed by the transferee of the
relevant Continental Notes and accompanied by a duly executed proxy or other
authorization from the relevant registered holder as of the Record Date in form
satisfactory to Comcast. All revocations of consents must be sent to the Consent
Agent at its address set forth in this Letter of Consent.
To be effective, the revocation must be executed by the registered holder
of such Continental Notes in the same manner as the name of such registered
holder appears on the books of the register maintained by the applicable trustee
or as set forth in DTC's position listing without alteration, enlargement or any
change whatsoever. If a revocation is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person must
indicate such fact when signing and must submit with the revocation appropriate
evidence of authority to execute the revocation. A REVOCATION OF CONSENT WILL BE
EFFECTIVE ONLY AS TO THE CONTINENTAL NOTES LISTED ON THE REVOCATION AND ONLY IF
SUCH REVOCATION COMPLIES WITH THE PROVISIONS OF THIS LETTER OF CONSENT AND THE
PROSPECTUS. Only a registered holder of the Continental Notes is entitled to
revoke a Letter of Consent previously given. A beneficial owner of the
Continental Notes must arrange with the registered holder to execute and
6
deliver on its behalf a revocation of any Letter of Consent already given with
respect to such Continental Notes. A transfer of Continental Notes after the
Record Date must be accompanied by a duly executed proxy from the relevant
registered holder if the subsequent transferee is to have revocation rights with
respect to the relevant to the proposed amendments. A purported notice of
revocation that is not received by the Consent Agent in a timely fashion will
not be effective to revoke a Letter of Consent previously given.
A REVOCATION OF A LETTER OF CONSENT MAY ONLY BE RESCINDED BY THE DELIVERY
OF A WRITTEN NOTICE OF REVOCATION OR THE EXECUTION AND DELIVERY OF A NEW LETTER
OF CONSENT. A HOLDER WHO HAS DELIVERED A REVOCATION MAY THEREAFTER DELIVER A NEW
LETTER OF CONSENT BY FOLLOWING ONE OF THE DESCRIBED PROCEDURES AT ANY TIME PRIOR
TO THE EXPIRATION TIME.
Prior to the Expiration Time, Comcast intends to consult with the Consent
Agent to determine whether the Consent Agent has received any revocations of
Letters of Consents. Comcast reserves the right to contest the validity of any
such revocations.
8. TERMINATION. Comcast reserves the right, in its sole discretion,
subject to applicable law, at any time prior to the effectiveness of the
proposed amendment to the Continental Notes, to terminate the Consent
Solicitation for one or more series of the Continental Notes for any reason.
Comcast may amend or terminate the Consent Solicitation for one or more of the
series of the Continental Notes without amending or terminating the Consent
Solicitation for the other series of Continental Notes. In the event the Consent
Solicitation is abandoned or terminated for a series of the Continental Notes
prior to the effectiveness of the proposed amendment to the applicable
Continental Notes indenture any Consent Solicitation received for such series
will be voided.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
concerning the terms of the Consent Solicitation, or requests for assistance in
completing this Letter of Consent or for additional copies of the Prospectus,
Letter of Consent or other related documents should be directed to the
Information Agent, whose address and telephone number appear on the back of this
Letter of Consent.
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THE CONSENT AGENT
The Bank of New York
Corporate Trust Reorganization Unit
101 Barclay Street, 7E
New York, New York 10286
Attn: William Buckley
Toll Free: (800) 254-2826
Telephone: (212) 815-5788
Facsimile: (212) 298-1915
THE INFORMATION AGENT
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect:
(212) 269-5550
All Others Call Toll Free:
(866) 868-2409
8