SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COMCAST UK CABLE PARTNERS LIMITED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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(1) Amount Previously Paid:
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Notes:
COMCAST UK CABLE PARTNERS LIMITED
CLARENDON HOUSE
2 CHURCH STREET WEST
HAMILTON HM 11, BERMUDA
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 19, 1997
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The Annual General Meeting of Shareholders of Comcast UK Cable Partners
Limited (the "Company") will be held on Thursday, June 19, 1997 at 9:30 a.m.
local time at Comcast Corporation, 1500 Market Street, 33rd Floor,
Philadelphia, Pennsylvania 19102-2148, for the following purposes:
1. To elect ten directors to serve for the ensuing year and until their
respective successors shall have been duly elected and qualified.
2. To appoint Deloitte & Touche LLP as the Company's independent auditors
for the 1997 fiscal year.
3. The receive and adopt financial statements of the Company and the
auditors' report thereon for the 1996 fiscal year.
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The close of business on May 5, 1997 has been fixed as the record date for
the meeting. All shareholders of record at that time are entitled to notice
of, and all such holders of Class A Common Shares and Class B Common Shares
are entitled to vote at, the meeting and any adjournment or postponement
thereof.
If the meeting is adjourned to such other day and such other time and place
as the Chairman of the meeting may determine due to the absence of a quorum,
those shareholders entitled to vote who attend the adjourned meeting, although
less than a quorum, shall constitute a quorum for the purpose of acting upon
any matter set forth in the foregoing notice, provided that at least two
shareholders are present in person or by proxy at such adjourned meeting.
All shareholders are cordially invited to attend the meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to
give voting instructions with respect to your Class A Common Shares. The
proxies are solicited by the Board of Directors of the Company. The return of
the proxy will not affect your right to vote in person if you do attend the
meeting. A copy of the Company's Annual Report is also enclosed.
STANLEY WANG
Secretary
May 16, 1997
COMCAST UK CABLE PARTNERS LIMITED
CLARENDON HOUSE
2 CHURCH STREET WEST
HAMILTON HM 11, BERMUDA
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PROXY STATEMENT
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The enclosed proxy is solicited by the Board of Directors of Comcast UK
Cable Partners Limited, a Bermuda company (the "Company"), for use at the
Annual General Meeting of Shareholders (the "meeting") to be held on Thursday,
June 19, 1997 at 9:30 a.m. local time at Comcast Corporation, 1500 Market
Street, 33rd Floor, Philadelphia, Pennsylvania 19102-2148 and any adjournment
or postponement thereof. This Proxy Statement, the foregoing notice and the
enclosed proxy are being mailed to shareholders on or about May 16, 1997.
The Board of Directors does not intend to bring any matters before the
meeting other than the matters specifically referred to in the notice of the
meeting, nor does the Board of Directors know of any matter which anyone else
proposes to present for action at the meeting. However, if any other matters
properly come before the meeting, the persons named in the accompanying proxy
or their duly constituted substitutes acting at the meeting will be deemed
authorized to vote or otherwise act thereon in accordance with their judgment
on such matters.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. In the absence of
instructions, the shares represented at the meeting by the enclosed proxy will
be voted "FOR" each of the nominees for the Board of Directors in the election
of directors and "FOR" the other proposals submitted to shareholders in
accordance with the foregoing notice of meeting and as set forth in this Proxy
Statement. Any proxy may be revoked at any time prior to its exercise by
notifying the Secretary in writing, by delivering a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
The principal executive office of the Company is located at Clarendon House,
2 Church Street West, Hamilton HM 11, Bermuda.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on May 5, 1997, the record date, the Company had
outstanding 37,231,997 Class A Common Shares, par value (Pounds)0.01 per share
("Class A Common Shares"), and 12,872,605 Class B Common Shares, par value
(Pounds)0.01 per share ("Class B Common Shares," which, together with the
Class A Common Shares, shall be the "Common Shares").
On each matter voted upon at the meeting and any adjournment or postponement
thereof, the Class A Common Shares and Class B Common Shares will vote
together and each record holder of Class A Common Shares will be entitled to
one vote per share and each record holder of Class B Common Shares will be
entitled to ten votes per share. In the election of directors, holders of
Class A Common Shares and Class B Common Shares shall not have cumulative
voting rights.
The presence, in person or by proxy, of shareholders entitled to cast at
least 50% of the total votes which shareholders are entitled to cast on each
matter to be voted upon at the meeting will constitute a quorum as to each
such matter. If the meeting is adjourned to such other day and such other time
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and place as the Chairman of the meeting may determine due to the absence of a
quorum, those shareholders entitled to vote who attend the adjourned meeting,
although less than a quorum as described in the preceding sentence, shall
constitute a quorum for the purpose of acting upon any matter set forth in the
foregoing notice, provided that at least two shareholders are present in
person or by proxy at such adjourned meeting.
In the election of directors, the ten nominees receiving a majority of the
votes cast at the meeting shall be elected. Approval of all other proposals to
be submitted to shareholders in accordance with the foregoing notice of the
meeting and as set forth in this Proxy Statement requires the affirmative vote
of a majority of the votes cast at the meeting. For purposes of determining
the number of votes cast with respect to any voting matter, only those cast
"For" or "Against" are included. Abstentions and broker non-votes are counted
only for purposes of determining whether a quorum is present at the meeting.
The holder of all of the Class B Common Shares has indicated that it will
vote its shares "FOR" each of the nominees for director listed below and "FOR"
the other proposals submitted to shareholders in accordance with the foregoing
notice of the meeting and as set forth in this Proxy Statement. Consequently,
the election of each of the nominees for director listed below and approval of
the other proposals submitted to shareholders in accordance with the foregoing
notice of meeting and as set forth in this Proxy Statement are assured.
Pursuant to the Shareholders Agreement dated September 20, 1994 between
Comcast Corporation ("Comcast"), Warburg, Pincus Investors, L.P. ("Warburg
Pincus"), Comcast U.K. Holdings, Inc. ("Holdings"), and the Company, Warburg
Pincus is entitled to appoint four directors to the Board of Directors of the
Company.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the holdings of
each shareholder who was known to the Company to be the beneficial owner, as
defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange
Act"), of more than 5% of the Company's Common Shares at the close of business
on February 28, 1997. So far as is known to the Company, the persons named in
the table below as beneficially owning the shares set forth therein have sole
voting power and sole investment power with respect to such shares, unless
otherwise indicated.
AMOUNT PERCENT PERCENT
NAME AND ADDRESS OF BENEFICIALLY OF OF
TITLE OF CLASS BENEFICIAL OWNER(1) OWNED CLASS VOTE
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Class A Common Shares Neuberger & Berman, LLC(2).......... 3,487,200 9.4% 2.1%
605 Third Avenue
New York, NY 10158-3698
Snyder Capital Management, Inc.(3).. 2,045,200 5.5% 1.2%
350 California Street
San Francisco, CA 94104
Warburg, Pincus Investors, L.P.(4).. 10,235,744 27.5% 6.2%
E.M. Warburg, Pincus & Co., LLC
Warburg, Pincus & Co.
466 Lexington Avenue
New York, NY 10017
Class B Common Shares Comcast U.K. Holdings, Inc.(5)...... 12,872,605 100.0% 77.6%
1500 Market Street
35th Floor
Philadelphia, PA 19102-2148
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(1) "Beneficial ownership" is defined pursuant to regulations promulgated by
the Securities and Exchange Commission as having or sharing, directly or
indirectly, voting power and/or investment power, which includes the power
to dispose or direct the disposition of the shares of Common Shares
indicated.
(2) The information contained in this table with respect to Neuberger &
Berman, LLC ("Neuberger") is based upon a filing made on Form 13F by
Neuberger, setting forth information as of December 31, 1996.
(3) The information contained in this table with respect to Snyder Capital
Management, Inc. ("Snyder") is based upon a filing made on Form 13F by
Snyder, setting forth information as of December 31, 1996.
(4) Warburg, Pincus & Co., a New York general partnership ("WP"), is the sole
general partner of Warburg, Pincus Investors, L.P., a Delaware limited
partnership ("Warburg Pincus"). E.M. Warburg, Pincus & Co., LLC, a New
York limited liability company ("EMW LLC"), manages Warburg Pincus. The
members of EMW LLC are substantially the same as the partners of WP.
Lionel I. Pincus is the managing partner of WP and the managing member of
EMW LLC and may be deemed to control both WP and EMW LLC. WP, as the sole
general partner of Warburg Pincus, has a 20% interest in the profits of
Warburg Pincus. Messrs. Howard H. Newman and Jeffrey A. Harris, directors
of the Company, are Managing Directors and members of EMW LLC and a
general partner of WP. As such, Messrs. Newman and Harris may be deemed to
have an indirect pecuniary interest (within the meaning of Rule 16a-1
under the Exchange Act) in an indeterminate portion of the Class A Common
Shares beneficially owned by Warburg Pincus and WP. Each of Messrs. Newman
and Harris disclaims beneficial ownership of such common shares within the
meaning of Rule 13d-3 under the Exchange Act.
(5) Each record holder of Class B Common Shares is entitled to ten votes per
share which constitutes approximately 77.6% of the total voting power of
all outstanding Common Shares of the Company. The 12,872,605 Class B
Common Shares are convertible into Class A Common Shares on a one-for-one
basis. 100% of the Class B Common Shares, if converted to Class A Common
Shares, would represent approximately 25.7% of the voting power of Class A
Common Shares.
Holdings is a direct wholly owned subsidiary of Comcast International
Holdings, Inc. ("CIH"). CIH is a direct wholly owned subsidiary of Comcast.
Comcast is principally engaged in the development, management and operation
of wired and wireless telecommunications and the provision of content. At
February 28, 1997, Sural Corporation, a Delaware corporation ("Sural"),
owned 1,845,037 shares of Comcast's Class A Common Stock and was the sole
owner of Comcast's Class B Common Stock. Mr. Ralph J. Roberts, Chairman of
the Board of Directors of Comcast, and members of his family own all of the
voting securities of Sural. Pursuant to Rule 13d-3 of the Exchange Act, Mr.
Roberts is deemed to be the beneficial owner of Comcast's Class A Common
Stock owned by Sural. Mr. Roberts' beneficial ownership also includes
319,070 shares of Comcast's Class A Common Stock owned directly.
Furthermore, pursuant to Rule 13d-3 of the Exchange Act, Mr. Roberts is
deemed to be the beneficial owner of Comcast's Class B Common Stock owned
by Sural. In addition to the shares owned by Sural, Mr. Roberts has options
to purchase 658,125 shares of Comcast's Class B Common Stock, all of which
are currently exercisable. Since each share of Comcast's Class B Common
Stock is entitled to fifteen votes, the shares of Comcast's Class A Common
Stock and Comcast's Class B Common Stock owned by Sural constitute
approximately 81% of the voting power of the two classes of Comcast's
voting common stock combined (82% if all other shares of Comcast's Class A
Common Stock which Mr. Roberts is deemed to beneficially own and his shares
underlying options to purchase Comcast's Class B Common Stock currently
exercisable are included). Comcast's Class B Common Stock is convertible on
a share-for-share basis into Comcast's Class A Common Stock or Comcast's
Class A Special Common Stock. If Sural and Mr. Roberts were to convert
Comcast's Class B Common
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Stock which they are deemed to beneficially own into Comcast's Class A
Common Stock, Mr. Roberts would beneficially own 11,608,482 shares of
Comcast's Class A Common Stock (approximately 27% of Comcast's Class A
Common Stock). Mr. Ralph J. Roberts has indicated his intention to transfer
control of Sural to Mr. Brian L. Roberts upon receipt of various regulatory
and other approvals required in connection with such transfer.
SECURITY OWNERSHIP OF MANAGEMENT
Certain officers of Comcast or Comcast UK Cable Partners Consulting, Inc.
("Comcast Consulting") are deemed by the Company to be executive officers of
the Company (the "Designated Executive Officers") for purposes of the federal
securities laws. The following table sets forth certain information regarding
the Class A Common Shares beneficially owned by each director and nominee for
director of the Company, by certain named Designated Executive Officers and by
all directors, nominated directors and Designated Executive Officers of the
Company as a group, at the close of business on February 28, 1997. Each of the
persons named in the table below as beneficially owning the shares set forth
therein has sole voting power and sole investment power with respect to such
shares, unless otherwise indicated.
AMOUNT
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED CLASS
- ------------------------ ------------ ----------
John R. Alchin........................................ 2,000 (1)
Julian A. Brodsky..................................... 1,000 (1)
Robert B. Clasen...................................... 200(2) (1)
Brian L. Roberts...................................... 1,000 (1)
Ralph J. Roberts...................................... 5,000 (1)
H. Brian Thompson..................................... 1,000 (1)
All directors, nominated directors and Designated Ex-
ecutive Officers, as a group (11 persons)............ 10,200(2) (1)
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(1) Less than one percent of the class.
(2) Includes 100 shares of Class A Common Shares held by Mr. Clasen for his
son, as custodian, pursuant to the Uniform Gift to Minors Act.
The following table sets forth certain information regarding the Class A
Common Stock (one vote per share, par value $1.00 per share) and Class A
Special Common Stock (generally non-voting, par value $1.00 per share) of
Comcast beneficially owned by each director or nominated director of the
Company who owns shares, by certain named Designated Executive Officers of the
Company who own shares, and by all directors, nominated directors and
Designated Executive Officers of the Company as a group, at the close of
business on February 28, 1997. Each of the persons named in the table below as
beneficially owning the shares set forth therein has sole voting power and
sole investment power with respect to such shares, unless otherwise indicated.
AMOUNT BENEFICIALLY OWNED(1) PERCENT OF CLASS (1)
---------------------------------- ------------------------
CLASS A CLASS A
NAME OF BENEFICIAL OWNER CLASS A SPECIAL CLASS A SPECIAL
- ------------------------ -------------- -------------- ---------- ----------
John R. Alchin.......... -- 239,125(3) (2) (2)
Julian A. Brodsky....... 280,559(4) 1,761,242 (2) (2)
Robert B. Clasen........ 35,903(5) 72,134(6) (2) (2)
Brian L. Roberts........ 4,061(7) 517,362(8) (2) (2)
Ralph J. Roberts........ 2,164,107(9) 10,506,929(10) 6.5% 3.6%
Lawrence S. Smith....... -- 314,159(11) (2) (2)
All directors, nominated
directors and
Designated Executive
Officers as a group (11
persons)............... 2,525,521(4)(5) 13,615,990(3)(6) 7.5% 4.7%
(7)(9) (8)(10)(11)(12)
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(1) With respect to each beneficial owner, the shares issuable upon exercise
of his currently exercisable options and options exercisable within 60
days of February 28, 1997 are deemed to be outstanding for the purpose of
computing the percentage of the class of Common Stock owned. Includes the
following shares of Class A Special Common Stock for which the named
individuals, and all directors, nominated directors and Designated
Executive Officers as a group hold currently exercisable options or
options exercisable within 60 days of February 28, 1997: Mr. Alchin,
189,565 shares; Mr. Brodsky, 934,646 shares; Mr. Clasen, 43,349 shares;
Mr. Brian L. Roberts, 374,517 shares; Mr. Ralph J. Roberts, 4,412,566
shares; Mr. Smith, 269,930 shares; and all directors, nominated
directors, and Designated Executive Officers as a group, 6,369,225
shares.
(2) Less than one percent of the applicable class.
(3) Includes 15 shares of Class A Special Common Stock owned in the Comcast
Corporation Retirement-Investment Plan, as to which shares he disclaims
beneficial ownership.
(4) Includes 20,000 shares of Class A Common Stock owned by a charitable
foundation of which he and members of his family are directors and
officers, as to which shares he disclaims beneficial ownership.
(5) Includes 333 shares of Class A Common Stock owned by his son, as to which
shares he disclaims beneficial ownership.
(6) Includes 166 shares of Class A Special Common Stock owned by his son, as
to which shares he disclaims beneficial ownership.
(7) Includes 1,356 shares of Class A Common Stock owned by his wife, as to
which shares he disclaims beneficial ownership. See also the last
sentence of note (5) to the table under the caption "Principal
Shareholders."
(8) Includes 678 shares of Class A Special Common Stock owned by his wife,
20,542 shares owned in the Comcast Corporation Retirement-Investment
Plan, and 59,140 shares owned by a charitable foundation of which he and
his wife are directors and officers, as to all of which shares he
disclaims beneficial ownership. See also the last sentence of note (5) to
the table under the caption "Principal Shareholders."
(9) Includes 1,845,037 shares of Class A Common Stock owned by Sural. See
"Principal Shareholders" note (5) for further discussion.
(10) Includes 5,315,772 shares of Class A Special Common Stock owned by Sural
and 11,800 shares owned by a charitable foundation of which he and his
wife are trustees and as to which shares he disclaims beneficial
ownership. See also the last sentence of note (5) to the table under the
caption "Principal Shareholders."
(11) Includes 20,901 shares of Class A Special Common Stock owned in a Keogh
Plan, as to which shares he disclaims beneficial ownership.
(12) Includes 15 shares of Class A Special Common Stock owned by an executive
officer other than those named above in the Comcast Corporation
Retirement-Investment Plan, as to which shares beneficial ownership is
disclaimed.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class
of the Company's equity securities (collectively, the "reporting persons") to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and to furnish the Company with copies of these reports.
Based on the Company's review of the copies of these reports received by it,
and written representations received from reporting persons, the Company
believes that all filings required to be made by the reporting persons during
the year ended December 31, 1996 were made on a timely basis.
5
MANAGEMENT COMPENSATION
COMPENSATION OF DIRECTORS
Directors of the Company who are not employees of Comcast, Warburg Pincus or
their respective affiliates are entitled to receive a fee of $20,000 per year,
$1,500 per Board of Directors meeting attended, $1,000 per committee meeting
attended not in conjunction with a Board of Directors meeting and $2,000 per
year for serving as Chairperson of a committee. The Company reimburses all
directors for expenses incurred in performing their duties as directors.
SAR PLAN
In March 1995, the Board of Directors adopted the Comcast UK Cable Partners
Limited 1995 Stock Appreciation Rights Plan (the "SAR Plan").
The SAR Plan provides for grants of stock appreciation rights ("SARs") to
certain outside directors of the Company. Each SAR permits the Holder, at the
time of exercise, to receive a cash payment from the Company equal to the
excess, if any, of the fair market value of a Class A Common Share (a "Share")
at the time of exercise over the fair market value of a Share determined at
the time of grant. For this purpose, "fair market value" is determined based
on the last quoted sale price of a Share on the Nasdaq National Market on the
last trading day prior to the date of exercise.
Under the SAR Plan, SARs may be awarded to directors of the Company who are
not also officers, employees or partners of the Company or any of its
subsidiaries, Comcast or any of its subsidiaries, or Warburg Pincus or any of
their subsidiaries or affiliates. As of the date the SAR Plan was adopted,
three individuals were eligible to receive grants of SARs under the SAR Plan.
The terms of SARs granted under the SAR Plan are determined by the
Compensation Committee of the Board of Directors and documented in a SAR
Agreement between the Company and the holder. The Committee has the authority
to grant SARs, and to determine the conditions under which SARs shall become
exercisable, provided that no SARs may be exercised after 10 years from the
date of grant. Upon exercise, holders receive payment of the value of SARs in
cash, and no consideration to the Company is required as a condition to
exercise. No SARs granted under the SAR Plan are transferable, except by will
or intestacy. During the holder's lifetime, a SAR is exercisable only by the
holder.
Not more than 50,000 SARs in the aggregate may be granted under the SAR
Plan, provided that if SARs terminate or expire without having been exercised,
additional SARs may be granted in lieu of such SARs not exercised. The number
of SARs that may be granted, and the determination of applicable fair market
value for SARs already granted but not exercised, are subject to appropriate
adjustment upon a stock dividend, stock split, recapitalization, combination,
subdivision, issuance of rights or other similar corporate changes.
In June 1996 and March 1995, the Board awarded 2,000 and 5,000 SARs,
respectively, to each of Jonathan Perry, H. Brian Thompson and Barry D.
Romeril (Mr. Romeril resigned from the Board of Directors of the Company
effective February 7, 1997). As of the award dates, the fair market value of a
Share as determined pursuant to the SAR Plan was $12.63 and $16.25,
respectively.
OPTION PLAN
In December 1995, the Board of Directors adopted the Comcast UK Cable
Partners Limited 1995 Stock Option Plan (the "Option Plan").
The Option Plan provides for grants of stock options ("Options") to certain
employees, officers and directors of the Company, its subsidiaries, Comcast
Consulting and Comcast International Holdings.
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Options permit the holder, for a specified time period, to purchase a
specified number of Common Shares at a price determined by the Compensation
Committee of the Board of Directors.
The terms of individual Options are determined by the Compensation
Committee. The Compensation Committee has the authority to grant Options and
to determine the conditions under which Options are exercisable. All Options
must be granted within 10 years from the date of adoption of the Option Plan.
Upon exercise, holders must make full payment, in cash, for the shares being
acquired, unless the Compensation Committee, in its sole discretion, approves
payment by surrender of other Company shares. Holders will not have any right
as a shareholder with respect to any shares subject to Options until the
Option has been exercised in accordance with its terms and the holder has paid
the full purchase price for the Company shares being acquired. The Options are
not transferrable except by will or intestacy. During the holder's lifetime,
an Option is exercisable only by the holder, his or her attorney-in-fact or
guardian.
Not more than 250,000 Common Shares in the aggregate may be issued pursuant
to the Option Plan upon exercise of Options. If Options terminate or expire
without having been exercised, additional Options may be granted in lieu of
such Options not exercised. The number of Options that may be granted is
subject to appropriate adjustment in the event that Common Shares are changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company.
As of April 1, 1997, no Options had been awarded under the Option Plan to
any of the directors, nominated directors, and Designated Executive Officers
of the Company.
COMPENSATION OF DESIGNATED EXECUTIVE OFFICERS
The Company does not employ any of its Designated Executive Officers, nor
does it compensate them for their services.
Comcast, through Comcast Consulting, provides all administrative services to
the Company and provides management and consulting services to four operations
in which the Company owns interests: Birmingham Cable Corporation Limited,
Cable London plc, Cambridge Holding Company Limited and the franchises for
Darlington and Teesside, England.
The Company pays Comcast and Comcast Consulting for providing management,
administrative and other services to the Company and its subsidiaries and
investees pursuant to various management agreements. Total management fees
incurred during the years ended December 31, 1996, 1995 and 1994 were
(Pounds)3.0 million, (Pounds)3.1 million, and (Pounds)2.2 million,
respectively.
7
PERFORMANCE GRAPH
The graph below compares the percentage change in the Company's cumulative
total shareholder return on the Class A Common Shares beginning September 20,
1994 (the date of the Company's initial public offering) with the cumulative
total return on (i) the Nasdaq National Market (US and Foreign) Index, which
is comprised of all common shares traded on The Nasdaq National Market and
(ii) a selected peer group consisting of three other companies engaged in the
cable communications industry in the United Kingdom: Bell Cablemedia plc,
Telewest plc and International Cabletel Inc.
CUMULATIVE TOTAL RETURN SINCE INITIAL PUBLIC OFFERING (1)
[LINE GRAPH APPEARS HERE]
12/94 12/95 12/96
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COMCAST UK CABLE PARTNERS LTD 107 83 91
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NASDAQ STOCK MARKET (US AND FOREIGN INDEX) 99 140 171
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PEER GROUP 86 76 67
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(1) The Class A Common Shares were sold to the public in the Company's initial
public offering on September 20, 1994 and trading commenced immediately on
The Nasdaq National Market. The starting point of the graph is based on
the initial public offering price of $15.00 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Management Compensation--Compensation of Designated Executive
Officers".
CORPORATE GOVERNANCE
The Board of Directors of the Company has primary responsibility for
directing the management of the business and affairs of the Company. The Board
currently consists of ten members. The current Board of Directors has
determined that the number of directors who shall serve on the Board for the
8
ensuing term shall be ten (10) persons. The Board of Directors held four
meetings in the 1996 fiscal year.
To provide for effective direction and management of the Company's business,
the Board of Directors has established committees of the Board. Each of the
present directors attended 75% or more of the 1996 meetings held by the Board
and by all committees of the Board on which such director served during the
period of his Board membership and committee service.
Executive Committee
The Executive Committee acts for the directors in the intervals between
meetings of the Board. The Executive Committee currently consists of Messrs.
Thompson and Harris, neither of whom are officers or employees of the Company
or any of its subsidiaries, Mr. Brian L. Roberts (Chairman), who is a
Designated Executive Officer of the Company and President of Comcast, and Mr.
Brodsky, who is a Designated Executive Officer of the Company and Vice
Chairman of the Board of Directors of Comcast.
Audit Committee
The Audit Committee reviews the consolidated financial statements of the
Company and exercises general oversight with respect to the activities of the
Company's independent auditors and related matters. The Audit Committee
currently consists of Messrs. Perry (Chairman) and Thompson, neither of whom
is an officer or an employee of the Company or any of its subsidiaries, and
Mr.Brodsky.
Compensation Committee
The Compensation Committee reviews and approves the compensation for the
directors of the Company who are not employees of Comcast, Warburg Pincus or
their respective affiliates. The Compensation Committee also has the authority
to grant stock options to certain employees, officers and directors of the
Company. See "Management Compensation--Compensation of Directors--SAR Plan and
Option Plan" for a discussion of the Company's SAR Plan and Option Plan. The
Compensation Committee currently consists of Mr. Brodsky (Chairman), Mr.
Harris, who is not an officer or an employee of the Company or any of its
subsidiaries, and Mr. Clasen, who is Senior Vice President of Comcast and
President of CIH.
The Board considers the present committee structure appropriate in light of
the Company's particular circumstances and has chosen, therefore, not to
establish a nominating committee.
The Designated Executive Officers of the Company are either employed or
retained by Comcast or Comcast Consulting. For a description of certain
transactions among the Company, Comcast and Comcast Consulting, see
"Management Compensation--Compensation of Designated Executive Officers."
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, the shareholders will elect ten directors to hold office for
the ensuing year and until their respective successors have been duly elected
and qualified. Should any one or more of these nominees become unavailable to
accept nomination or election as a director, the persons named in the enclosed
proxy will vote the shares which they represent for the election of such other
persons as the Board of Directors may recommend, unless the Board of Directors
reduces the number of directors. Each of the nominees currently is serving as
a director of the Company.
The following sets forth certain information about each nominee:
Ralph J. Roberts, 77, was elected as Chairman of the Board of Directors
of the Company in September 1994. Mr. Roberts has served as a director and
Chairman of the Board of Directors of
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Comcast for more than five years. He is the President and a director of
Sural. Mr. Roberts devotes the major portion of his time to the business
and affairs of Comcast. Mr. Roberts is also a director of Storer
Communications, Inc.
Julian A. Brodsky, 63, was elected to the Board of Directors of the
Company in September 1992. Mr. Brodsky has served as a director and Vice
Chairman of the Board of Directors of Comcast for more than five years. He
serves as the Treasurer and a director of Sural. Mr. Brodsky devotes the
major portion of his time to the business and affairs of Comcast. Mr.
Brodsky is also a director of Storer Communications, Inc. and RBB Fund,
Inc.
Brian L. Roberts, 37, was elected to the Board of Directors of the
Company in September 1992 and was elected President in August 1995. Mr.
Roberts has served as President and a director of Comcast for more than
five years. He serves as Vice President and a director of Sural. Mr.
Roberts devotes the major portion of his time to the business and affairs
of Comcast. Mr. Roberts is also a director of Teleport Communications
Group, Inc. and Storer Communications, Inc. He is a son of Mr. Ralph J.
Roberts.
John R. Alchin, 48, was elected to the Board of Directors and designated
Senior Vice President and Treasurer of the Company in September 1994. He
has served as Treasurer and Senior Vice President of Comcast for more than
five years. Mr. Alchin devotes a substantial amount of his time to Comcast.
Robert B. Clasen, 52, was elected to the Board of Directors and
designated President of the Company in September 1994. Mr. Clasen resigned
as President of the Company in August 1995. He joined Comcast in January
1993 and is currently Senior Vice President of Comcast and President of
CIH, which owns, develops and operates Comcast's international investments.
Mr. Clasen most recently was a consultant to CIH. Prior to establishing his
own consulting practice, he was a senior vice president of McCaw Cellular
Communications, Inc. ("McCaw") and President of McCaw's Western Region. Mr.
Clasen previously worked for Comcast from 1984 to 1991, during which time
he served in various executive positions with Comcast, including Senior
Vice President. Mr. Clasen devotes a substantial amount of his time to CIH.
Lawrence S. Smith, 49, was elected to the Board of Directors and
designated Senior Vice President-Accounting and Administration of the
Company in September 1994. He has served as Executive Vice President of
Comcast since December 1995 and as Senior Vice President-Accounting and
Administration of Comcast for more than five years prior to December 1995.
Mr. Smith is the Principal Accounting Officer of the Company and Comcast.
Mr. Smith devotes a substantial amount of his time to Comcast. Mr. Smith is
also a director of Teleport Communications Group, Inc. and is a Partnership
Board Representative of Sprint Spectrum Holding Company, L.P.
Jonathan Perry, 57, was elected to the Board of Directors of the Company
in September 1994. Since February 1992, Mr. Perry has been the Executive
Chairman of National Home Loans Holding plc--Residential Mortgage Lender.
From 1990 to 1992, Mr. Perry served as Chairman and Chief Executive of
Ogilvy Adams & Rinehart Limited. From 1988 to 1990, Mr. Perry formed and
headed an independent corporate finance company, Perry & Associates, which
provided financial advice to a selected number of domestic and
international companies. From 1966 to 1988, Mr. Perry served in various
positions at Morgan Grenfell Group plc.
Howard H. Newman, 50, was elected to the Board of Directors of the
Company in December 1992. Mr. Newman has served as Managing Director of
E.M. Warburg, Pincus & Co., LLC since 1987. Mr. Newman is a director of
ADVO, Inc., Cox Insurance Holdings, Plc., Newfield Exploration Company and
RenaissanceRe Holdings Ltd.
Jeffrey A. Harris, 41, was elected to the Board of Directors of the
Company in December 1992. Mr. Harris has served as Managing Director of
E.M. Warburg, Pincus & Co., LLC since 1988. Mr. Harris is a director of
Newfield Exploration Company, Knoll, Inc., and several privately held
companies.
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H. Brian Thompson, 58, was elected to the Board of Directors of the
Company in September 1994. Mr. Thompson has been Chairman of the Board of
Directors and Chief Executive Officer of LCI International, Inc. since July
1991. Mr. Thompson previously served as Executive Vice President of MCI
Communications Corporation ("MCI") and held various other senior management
positions at MCI from 1981 to 1991. Mr. Thompson is a director of Microdyne
Corporation and Golden Books Family Entertainment Inc.
Written suggestions for candidates to serve as directors if nominated and
elected should be sent to the General Counsel at Comcast Corporation, 1500
Market Street, Philadelphia, Pennsylvania 19102-2148. The Company's Bye-laws
require that written notice of the intent to propose a resolution for the
appointment of a person at a meeting of shareholders must be received by the
Company, not less than 6 weeks nor more than 125 days prior to the date
appointed for the annual meeting of shareholders, by a shareholder entitled to
vote at the meeting. The notice must contain: (a) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the shareholder is a holder of record
of the Company's shares entitled to vote at the meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would have been
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had each nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) written notice
executed by each nominee of his willingness to be appointed.
PROPOSAL TWO
THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the shareholders, the Board of Directors, upon the
recommendation of the Audit Committee, has appointed the firm of Deloitte &
Touche LLP, which served as the Company's independent auditors for the last
fiscal year, to serve as the Company's independent auditors with respect to
the consolidated financial statements of the Company and its subsidiaries for
the current fiscal year.
PROPOSAL THREE
ADOPTION OF FINANCIAL STATEMENTS AND AUDITORS' REPORT
At the meeting, the shareholders will receive and adopt financial statements
of the Company and the auditors' report thereon for the 1996 fiscal year, as
contained in the Company's Annual Report.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE ABOVE PROPOSALS.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual General
Meeting of Shareholders in 1998 must be received by January 16, 1998 in order
to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting. Shareholder proposals should be directed to
the General Counsel at Comcast Corporation, 1500 Market Street, Philadelphia,
Pennsylvania 19102-2148. Notwithstanding the foregoing, shareholders with
suggestions on the nomination of directors must comply with the procedures set
forth under the caption "Election of Directors."
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SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of solicitation of proxies for the
meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitations may be made in person or by telephone or
telegraph by directors, officers or regular employees of the Company, Comcast
or its subsidiaries. The Company, if applicable, will request brokerage house
and other custodians, nominees, and fiduciaries to forward soliciting
materials to the beneficial owners of the voting securities of the Company
held of record by such persons, and will reimburse them for their reasonable
charges and out-of-pocket expenses in connection therewith.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
ITS MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO
INVESTOR RELATIONS AT COMCAST CORPORATION, 1500 MARKET STREET, PHILADELPHIA,
PENNSYLVANIA 19102-2148.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF COMCAST UK CABLE PARTNERS LIMITED
The undersigned, a holder of CLASS A COMMON SHARES of COMCAST UK CABLE
PARTNERS LIMITED, hereby constitutes and appoints RALPH J. ROBERTS and
STANLEY L. WANG, and each of them acting individually, as the attorney and
proxy of the undersigned, with full power of substitution, for and in the
name and stead of the undersigned, to attend the Annual General Meeting of
Shareholders of the Company to be held on Thursday, June 19, 1997 at 9:30
a.m. local time at Comcast Corporation, 1500 Market Street, 33rd Floor,
Philadelphia, Pennsylvania 19102-2148 and any adjournment or postponement
thereof, and thereat to vote all CLASS A COMMON SHARES which the
undersigned would be entitled to vote if personally present, as follows:
1.[_] FOR all ten nominees for director listed below.
[_] WITHHOLD AUTHORITY to vote for all ten nominees for director
listed below.
[_] FOR all ten nominees for director listed below, EXCEPT WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) WHOSE NAME(S) IS
(ARE) LINED THROUGH. Nominees:
Ralph J. Roberts
Julian A. Brodsky Brian L. Roberts John R. Alchin
Lawrence S. Smith Jonathan Perry Robert B. Clasen
Jeffrey A. Harris H. Brian Thompson Howard H. Newman
2.To appoint Deloitte & Touche LLP as the Company's independent auditors.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To receive and adopt financial statements of the Company and the
auditors' report thereon for the 1996 fiscal year.
4. To vote on such other business which may properly come before this
meeting.
Unless otherwise specified, the shares will be voted "FOR" the election
of all ten nominees for director and "FOR" the other proposals set forth
above. This Proxy also delegates discretionary authority to vote with
respect to any other business which may properly come before the meeting
and any adjournment or postponement thereof.
(PLEASE SIGN AND DATE ON REVERSE SIDE)
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(CONTINUED FROM OTHER SIDE)
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
GENERAL MEETING, PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K OF COMCAST
UK CABLE PARTNERS LIMITED.
Date: , 1997
-----------------------------------
Signature of Shareholder
-----------------------------------
Signature of Shareholder
NOTE: Please sign this Proxy exactly as name(s) appear(s) in
address. When signing as attorney-in-fact, executor,
administrator, trustee or guardian, please add your title as
such, and if signer is a corporation, please sign with full
corporate name by duly authorized officer or officers and
affix the corporate seal. When shares are issued in the name
of two or more persons, all such persons should sign.
PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
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