Prospectus Supplement to Prospectus Dated November 9, 1998.
$800,000,000
COMCAST CABLE COMMUNICATIONS, INC.
6.20% Notes due November 15, 2008
----------------
We will pay interest on the Notes on May 15 and November 15 of each year. We
will make the first payment on May 15, 1999. The Notes will be issued only in
denominations of $1,000 and multiples of $1,000.
------------------------
INVESTING IN THE NOTES INVOLVES RISKS THAT ARE DESCRIBED UNDER THE CAPTION
"RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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PER NOTE TOTAL
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Initial public offering price........................................................ 99.735% $ 797,880,000
Underwriting discount................................................................ .650% $ 5,200,000
Proceeds, before expenses, to us..................................................... 99.085% $ 792,680,000
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the Notes will accrue from November 16, 1998 and
must be paid by the purchaser if the Notes are delivered after November 16,
1998.
The underwriters are severally underwriting the Notes being offered. The
underwriters expect to deliver the Notes in book-entry form only through the
facilities of The Depository Trust Company against payment in New York, New York
on November 16, 1998.
------------------------
JOINT BOOK MANAGERS
BEAR, STEARNS & CO. INC. GOLDMAN, SACHS & CO.
DONALDSON, LUFKIN & JENRETTE MERRILL LYNCH & CO. SALOMON SMITH BARNEY
------------------------
Prospectus Supplement dated November 10, 1998.
THE OFFERING
NOTES OFFERED................... $800,000,000 of 6.20% Notes due November 15, 2008.
MATURITY DATE................... The Notes will mature on November 15, 2008.
INTEREST PAYMENT DATES.......... May 15 and November 15. The first payment will be made on
May 15, 1999.
REDEMPTION...................... We may not redeem the Notes prior to maturity. We are not
required to establish a sinking fund to retire the Notes
prior to maturity.
RANKING......................... The Notes are unsecured and unsubordinated and will rank
equally with all our other unsecured and unsubordinated
indebtedness and other obligations. The Notes will be
effectively subordinated to our subsidiaries' total
indebtedness and other liabilities (including trade
payables and accrued liabilities). This would have
amounted to $2.1 billion as of September 30, 1998, after
giving effect to this offering.
COVENANTS....................... The indenture for the Notes will generally limit our
ability and the ability of certain of our subsidiaries to
make dividend payments or other similar payments; our and
their ability to create liens or enter into sale and
leaseback transactions; and our ability to enter into
mergers, consolidations, or sales of all or substantially
all of our assets. These covenants are subject to a number
of important qualifications and limitations.
USE OF PROCEEDS................. We will use substantially all of the estimated
$792,180,000 in net proceeds from this offering to repay
existing intercompany indebtedness we owe to Comcast
Corporation. We will use any remaining net proceeds for
general corporate purposes. See "Use of Proceeds."
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USE OF PROCEEDS
We estimate the net proceeds to us from the Offering to be $792,180,000. We
intend to use substantially all of the net proceeds from the Offering to repay
existing intercompany borrowings to Comcast Corporation. The balance, if any,
will be used for general corporate purposes. The intercompany borrowings we owe
to Comcast Corporation bear interest at annual rates of 7.25% to 9.25% (weighted
average interest rate of 7.78% as of September 30, 1998) and matures in periods
from 2002 to 2007.
DESCRIPTION OF THE NOTES
The Notes will be issued under an Indenture, dated as of May 1, 1997,
between Comcast Cable Communications, Inc. (the "Company") and Bank of Montreal
Trust Company, as Trustee. The Notes constitute Senior Debt Securities as
described in the accompanying Prospectus and will contain all of the terms
described in the accompanying prospectus under the heading "Description of
Senior Debt Securities and Subordinated Debt Securities--Certain Terms of the
Senior Debt Securities." The Notes will also contain the additional covenants
described below.
GENERAL
The Indenture provides for issuance from time to time of debentures, notes
(including the Notes) or other evidences of indebtedness of the Company
("Securities") in an unlimited amount. Additional Securities may be issued under
the Indenture from time to time.
The Notes will be unsecured and unsubordinated and will rank equally with
all other unsecured and unsubordinated indebtedness and other obligations of the
Company. The Notes will be effectively subordinated to our subsidiaries' total
indebtedness and other liabilities (including trade payables and accrued
liabilities) This would have amounted to $2.1 billion as of September 30, 1998,
after giving effect to this offering.
Interest on the Notes accrues at the rate of 6.20% per year. Interest will
accrue from November 16, 1998 or from the most recent interest payment date to
which interest has been paid or provided for. Interest is payable twice a year
to holders of record at the close of business on the May 1 or November 1
immediately preceding the interest payment date. Interest payment dates will be
May 15 and November 15 of each year beginning on May 15, 1999. The Notes will
mature on November 15, 2008.
The Notes will be issued only in registered form in denominations of $1,000
and multiples thereof.
ADDITIONAL COVENANTS
LIMITATION ON LIENS SECURING INDEBTEDNESS
The Company shall not, and shall not permit any Restricted Subsidiary to,
create, incur or assume any Lien (other than any Permitted Lien) on Restricted
Property to secure the payment of Indebtedness of the Company or any Subsidiary
if immediately after the creation, incurrence or assumption of such Lien, the
aggregate outstanding principal amount of all Indebtedness of the Company and
the Subsidiaries that is secured by Liens (other than Permitted Liens) on
Restricted Property (other than (x) Indebtedness that is so secured equally and
ratably with (or on a basis subordinated to) the Notes and (y) the Notes), plus
the aggregate amount of all Attributable Debt of the Company and the Restricted
Subsidiaries with respect to all Sale and Leaseback Transactions outstanding at
such time (other than Sale and Leaseback Transactions permitted by the second
paragraph under "-- Limitation on Sale and Leaseback Transactions"), would
exceed four times Annualized Cash Flow, unless the Company secures the
outstanding Notes equally and ratably with (or prior to) all Indebtedness
secured by such Lien, so long as such Indebtedness shall be so secured.
LIMITATION ON RESTRICTED PAYMENTS
The Company shall not, and shall not permit any Restricted Subsidiary to,
make any Restricted Payment if (a) at the time of such proposed Restricted
Payment, a Default or Event of
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Default shall have occurred and be continuing or shall occur as a consequence of
such Restricted Payment or (b) immediately after giving effect to such
Restricted Payment, the aggregate of all Restricted Payments that shall have
been made on or after April 1, 1997 would exceed the sum of:
- $200 million; plus
- an amount equal to the difference between (A) the Cumulative Cash Flow
Credit and (B) 1.2 multiplied by Cumulative Interest Expense.
For purposes of this "Limitation on Restricted Payments" covenant, the
amount of any Restricted Payment, if other than cash, shall be its fair market
value as determined by the Board of Directors of the Company, whose good faith
determination shall be conclusive.
The foregoing provisions do not prevent:
- the payment of any dividend within 60 days after the date of declaration
thereof, if at such date of declaration such payment complied with the
above provisions; and
- the retirement or redemption of any shares of the Company's Capital Stock
or warrants, rights or options to acquire Capital Stock of the Company, in
exchange for, or out of the proceeds of a substantially concurrent sale
of, Qualified Stock or warrants, rights or options to acquire Qualified
Stock.
For purposes of determining the aggregate permissible amount of Restricted
Payments in accordance with clause (b) of the first paragraph of this covenant,
all amounts expended pursuant to the first bullet point of this paragraph shall
be included to the extent that such amounts were not previously included in
calculating Restricted Payments and all retirements, redemptions, exchanges and
sales pursuant to the second bullet point of this paragraph shall be excluded.
If the Company makes a Restricted Payment which, at the time of the making
of such Restricted Payment, would in the good faith determination of the Company
be permitted under the requirements of this covenant, such Restricted Payment
shall be deemed to have been made in compliance with this covenant
notwithstanding any subsequent adjustments made in good faith to the Company's
financial statements affecting Cumulative Cash Flow Credit or Cumulative
Interest Expense for any period.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
The Company shall not, and shall not permit any Restricted Subsidiary to,
enter into any Sale and Leaseback Transaction involving any Principal Property
or any part thereof after the date of original issuance of the Notes unless,
after giving effect to such Sale and Leaseback Transaction, the aggregate amount
of all Attributable Debt of the Company and the Restricted Subsidiaries with
respect to all Sale and Leaseback Transactions outstanding at such time (other
than Sale and Leaseback Transactions permitted by the next paragraph), plus the
aggregate principal amount of all Indebtedness of the Company and the
Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted
Property (other than (x) Indebtedness that is so secured equally and ratably
with (or on a basis subordinated to) the Notes and (y) the Notes), would not
exceed four times Annualized Cash Flow.
The restriction in the foregoing paragraph shall not apply to any Sale and
Leaseback Transaction if:
- the lease is for a period of not in excess of three years, including
renewal of rights;
- the lease secures or relates to industrial revenue or similar financing;
- the transaction is solely between the Company and a Restricted Subsidiary
or between or among Restricted Subsidiaries; or
- the Company or such Restricted Subsidiary, within 270 days after the sale
is completed, applies an amount equal to or greater of (a) the net
proceeds of the sale of the Principal Property or part thereof leased or
(b) the fair market value of the Principal Property or part thereof leased
(as determined in good faith by the Board of Directors of the Company)
either to:
- the retirement (or open market purchase) of Notes, other long-term
Indebtedness of the Company ranking on a parity with or senior to the
Notes or
S-4
long-term Indebtedness of a Restricted Subsidiary; or
- the purchase by the Company or any Restricted Subsidiary of other
property, plant or equipment related to the business of the Company or
any Restricted Subsidiary having a value at least equal to the value of
the Principal Property or part thereof leased.
CERTAIN DEFINITIONS
"Annualized Cash Flow" means, at any date, Operating Cash Flow for the last
two fiscal quarters for which financial statements are available immediately
prior or on such date multiplied by two.
"Attributable Debt" means, with respect to a lease in a Sale and Leaseback
Transaction, the total net amount of rent required to be paid during the
remaining primary term of such lease, discounted at a rate per annum equal to
the interest rate implicit in such lease, calculated in accordance with GAAP.
The net amount of rent required to be paid under any such lease for any such
period shall be the aggregate amount of rent payable by the lessee with respect
to such period after excluding amounts required to be paid on account of
maintenance, repairs, insurance, taxes, assessments, utility, operating and
labor costs and similar charges.
"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 non-voting) of such person's capital stock or other ownership
interests, whether now outstanding or issued after the date of the Indenture,
including, without limitation, all common stock and preferred stock.
"Cumulative Cash Flow Credit" means:
- cumulative Operating Cash Flow during the period commencing on April 1,
1997 and ending on the last day of the most recent month preceding the
date of the proposed Restricted Payment for which financial information is
available or, if cumulative Operating Cash Flow for such period is
negative, minus the amount by which cumulative Operating Cash Flow is less
than zero; plus
- the aggregate net proceeds received by the Company from the issue or sale
(other than to a Subsidiary) of Qualified Stock on or after April 1, 1997;
plus
- the aggregate net proceeds received by the Company from the issuance or
sale (other than to a Subsidiary) of Qualified Stock on or after April 1,
1997, upon the conversion of, or exchange for, Indebtedness of the Company
or any Subsidiary or from the exercise of any options, warrants or other
rights to acquire Capital Stock of the Company; plus
- the aggregate amount of contributions to the capital of the Company on or
after April 1, 1997, other than in connection with the Intercompany Note
Transactions; plus
- dividends or similar distributions received in cash by the Company or any
Restricted Subsidiary from any Unrestricted Subsidiary.
For purposes of this definition, the net proceeds in property other than
cash received by the Company as contemplated by the second, third and fourth
bullet points above shall be valued at the fair market value of such property
(as determined by the Board of Directors of the Company, whose good faith
determination shall be conclusive) at the date of receipt by the Company. For
purposes of this definition, the net proceeds from the issuance of shares of
Qualified Stock of the Company upon conversion of Indebtedness shall be deemed
to be an amount equal to:
- the accreted value of such Indebtedness on the date of such conversion;
plus
- the additional consideration, if any, received by the Company upon such
conversion thereof, less any cash payment on
S-5
account of fractional shares (such consideration, if in property other
than cash, to be determined by the Board of Directors of the Company,
whose good faith determination shall be conclusive).
"Cumulative Interest Expense" means, for the period commencing on April 1,
1997 and ending on the last day of the most recent month preceding the proposed
Restricted Payment for which financial information is available, the aggregate
of the interest expense of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP, including
interest expense attributable to Capitalized Lease Obligations.
"Currency Agreement" means any foreign exchange contract, currency swap
agreement, or other similar agreement or arrangement designed to protect against
fluctuation in currency values.
"Disqualified Capital Stock" means, with respect to any person, with respect
to any issue of Notes, Capital Stock of such person that, by its terms or by the
terms of any security into which it is convertible, exercisable, or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed or repurchased (including at the option of the
holder thereof) by such person or any of its Subsidiaries, in whole or in part,
on or prior to the Stated Maturity of such Notes; PROVIDED that Capital Stock
will not be deemed to be Disqualified Capital Stock if it may only be so
redeemed or repurchased solely in consideration of Qualified Stock.
"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
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:
- 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
- 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):
- all indebtedness of such person for borrowed money;
- all obligations of such person evidenced by bonds, debentures, notes, or
other similar instruments;
- all obligations of such person in respect of letters of credit or other
similar instruments (including reimbursement obligations with respect
thereto);
- 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);
- all obligations of such person as lessee under Capitalized Leases;
- all Indebtedness of other persons secured by a Lien on any asset of such
person,
S-6
whether or not such Indebtedness is assumed by such person; PROVIDED that
the amount of such Indebtedness shall be the lesser of:
- the fair market value of such asset at such date of determination; and
- the amount of such Indebtedness;
- all Indebtedness of other persons Guaranteed by such person to the extent
such Indebtedness is Guaranteed by such person;
- all Disqualified Capital Stock of such person; and
- to the extent not otherwise included in this definition, obligations under
Currency Agreements and Interest Rate Agreements.
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:
- 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
- that Indebtedness shall not include any liability for federal, state,
local, or other taxes.
"Intercompany Note Transactions" means, collectively, the following Company
transaction that occurred prior to or on May 1, 1997:
- repayment of $100.0 million of the Company's notes payable to affiliates
(the "Notes Payable") with the proceeds from drawdowns under subsidiaries'
existing credit facilities;
- elimination of the balance of the Notes Payable, and the accrued interest
thereon (aggregating $307.1 million), against certain of the Company's
notes receivable from affiliates (the "Notes Receivable"); and
- elimination of the remaining Notes Receivable, and the accrued interest
thereon (aggregating $522.8 million), through a non-cash dividend to
Comcast Corporation.
"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
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 Indenture, the Company or any
subsidiary shall be deemed to own subject to a Lien any asset that it has
acquired or holds 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.
"Operating Cash Flow" means, for any period, the sum of the following for
the Company and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP:
- aggregate operating revenues; minus
- aggregate operating expenses (including technical, programming, sales,
selling, general and administrative expenses and salaries and other
compensation paid to any general partner, director, officer or
S-7
employee of the Company or any Subsidiary, but excluding interest,
depreciation and amortization and the amount of non-cash compensation in
respect of the Company's employee incentive stock programs for such period
and, to the extent otherwise included in operating expenses, any losses
resulting from a writeoff or write down of investments by the Company or
any Subsidiary in Affiliates); PROVIDED, HOWEVER, that Operating Cash Flow
for any period shall be calculated after giving effect on a pro forma
basis (in accordance with Regulation S-X promulgated under the Exchange
Act) for the acquisition or disposition of any assets (other than in the
ordinary course of business) as if such acquisition or disposition
occurred at the beginning of such period. Operating Cash Flow as defined
herein may differ from "operating cash flow" as reported by the Company as
Supplementary Financial Data.
"Permitted Liens" means:
- any Lien on any Restricted Property acquired after the date of the
Indenture (including by way of merger or consolidation) by the Company or
any Restricted Subsidiary, 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 Restricted Property acquired after the
date of the Indenture existing at the time of such acquisition (whether or
not assumed by the Company or any Restricted Subsidiary), provided that
any such Lien shall attach only to the Restricted Property so acquired;
- any Lien on any Restricted Property in favor of the Company or any
Restricted Subsidiary;
- any Lien on Restricted Property incurred in connection with the issuance
of tax-exempt governmental obligations (including, without limitation,
industrial revenue bonds and similar financing);
- any Lien granted by any Restricted Subsidiary on Restricted Property to
the extent limitations on the incurrence of such Liens are prohibited by
any agreement to which such Restricted Subsidiary is subject as of the
date of the Indenture; and
- 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
Restricted Property other than the Restricted Property covered by the Lien
being renewed or substituted.
"Principal Property" means, as of any date of determination, any property or
assets used primarily for the provision of cable communications services owned
by the Company or any Restricted Subsidiary other than:
- any such property which, in good faith opinion of the Board of Directors,
is not of material importance to the business conducted by the Company and
the Restricted Subsidiaries taken as a whole; and
- any shares of any class of stock or any other security of any Unrestricted
Subsidiary.
"Qualified Stock" means any Capital Stock of the Company other than
Disqualified Capital Stock.
"Restricted Payment" means the payment or declaration of any dividend by the
Company, either in cash or in property (except dividends payable in common stock
or common shares of Capital Stock of the Company), or the making by the Company
of any other distribution, on account of any shares of any class of its Capital
Stock, now or hereafter outstanding, or the redemption, purchase, retirement or
other acquisition for value by the Company or any Restricted Subsidiary,
directly, of any shares of any class of the Company's Capital Stock, now or
hereafter outstanding (it being understood that the dividend of Notes Receivable
in connection with the Intercompany Note Transactions shall not be deemed a
Restricted Payment).
S-8
"Restricted Property" means, as of any date of determination, any Principal
Property (or any portion thereof), any shares of stock of a Restricted
Subsidiary owned by the Company or a Restricted Subsidiary or any Indebtedness
of a Restricted Subsidiary owed to the Company or a Restricted Subsidiary.
"Restricted Subsidiary" means any Subsidiary organized and existing under
the laws of the United States of America and the principal business of which is
the cable communications industry carried on within the United States of America
other than:
- each Subsidiary, the major part of whose business consists of finance,
banking, credit, leasing, insurance, financial services or other similar
operations, or any combination thereof; and
- each Subsidiary formed or acquired after the date hereof for the purpose
of acquiring the business or assets of another person and which does not
acquire all or any substantial part of the business or assets of the
Company or any Restricted Subsidiary;
PROVIDED, HOWEVER, that any Subsidiary may be designated a Restricted Subsidiary
by board resolution, effective as of the date such board resolution is adopted
and delivered to the Trustee, if, after giving effect to such designation as if
such designation were the incurrence at such time of all Indebtedness of such
Subsidiary and the entering into at such time of all Sale and Leaseback
Transactions to which such Subsidiary is a party, the Company would be in
compliance with the covenants under "--Certain Covenants-- Limitation on Liens
Securing Indebtedness" and "--Limitation on Sale and Leaseback Transactions";
PROVIDED FURTHER, that any such designation may be revoked by further board
resolution, effective as of the date such further board resolution is adopted
and delivered to the Trustee if, after giving effect to such revocation as if
such revocation were the incurrence at such time of all Indebtedness of the
Company and the Restricted Subsidiaries and the entering into at such time of
all Sale and Leaseback Transactions to which the Company or any Restricted
Subsidiary is a party, the Company would be in compliance with the covenants
under "--Certain Covenants--Limitation on Liens Securing Indebtedness" and "--
Limitation on Sale and Leaseback Transactions."
"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 the Company or a Subsidiary of any property, whether owned by the
Company or such Restricted Subsidiary at the date of the original issuance of
the Notes or later acquired, which has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person or to any other Person
by whom funds have been or are to be advanced on the security of such property.
"Stated Maturity" means:
- with respect to any Indebtedness, the date specified in such Indebtedness
as the fixed date on which the final installment of principal of such
Indebtedness is due and payable; and
- with respect to any scheduled installment of principal of or interest on
any Indebtedness, the date specified in such Indebtedness as the fixed
date on which such installment is due and payable.
"Subsidiary" means with respect to any person, any corporation, association
or other business entity of which more than 50% of all votes represented by all
classes of outstanding Voting Stock is owned, directly or indirectly, by such
person and one or more other Subsidiaries of such person. Unless specified
otherwise, "Subsidiary" shall be deemed to refer to a Subsidiary of the Company.
"Unrestricted Subsidiary" means any Subsidiary of the Company other than a
Restricted Subsidiary. All Subsidiaries of an Unrestricted Subsidiary shall be
Unrestricted Subsidiaries.
"Voting Stock" means, with respect to any person, Capital Stock of any class
or kind ordinarily having the power to vote for the election of directors,
managers, or other voting members of the governing body of such person.
"Wholly Owned" means, with respect to any Subsidiary of any person, such
Subsidiary if all of the outstanding common stock or other similar equity
ownership interests (but not including preferred stock that is not Voting Stock)
in such Subsidiary (other than any director's qualifying shares or investments
by foreign nationals mandated by applicable law) is owned directly or indirectly
by such person.
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UNDERWRITING
The Company and the underwriters for the offering (the "Underwriters") named
below have entered into an underwriting agreement and a pricing agreement with
respect to the Notes. Subject to certain conditions, each Underwriter has
severally agreed to purchase the aggregate principal amount of Notes indicated
in the following table.
PRINCIPAL AMOUNT OF
UNDERWRITERS NOTES
- ------------------------------------------------------------------ ------------------------
Bear, Stearns & Co. Inc........................................... $ 280,000,000
Goldman, Sachs & Co............................................... 280,000,000
Donaldson, Lufkin & Jenrette Securities Corporation............... 80,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................ 80,000,000
Salomon Smith Barney Inc. ........................................ 80,000,000
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Total........................................................... $ 800,000,000
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Notes sold by the Underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this Prospectus
Supplement. Any Notes sold by the Underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to 0.40% of the
principal amount of the Notes. Any such securities dealers may resell any Notes
purchased from the Underwriters to certain other brokers or dealers at a
discount from the initial public offering price of up to 0.25% of the principal
amount of the Notes. If all the Notes are not sold at the initial offering
price, the Underwriters may change the offering price and the other selling
terms.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the Underwriters of a greater aggregate
principal amount of Notes than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the Notes
while the offering is in progress.
The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because they have repurchased Notes sold by or for the
account of such Underwriter in stabilizing or short covering transactions.
These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the Notes. As a result, the price of the Notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the Underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments in respect thereto.
LEGAL MATTERS
Davis Polk & Wardwell, New York, New York, will pass upon the validity of
the Notes on our behalf. Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York, will act as legal counsel to the
Underwriters.
S-10
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NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON
ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO
SELL ONLY THE NOTES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN
JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
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TABLE OF CONTENTS
Prospectus Supplement
PAGE
---------
The Offering.................................... S-2
Use of Proceeds................................. S-3
Description of the Notes........................ S-3
Underwriting.................................... S-10
Legal Matters................................... S-10
Prospectus
Available Information........................... 2
Incorporation of Certain Documents by
Reference..................................... 3
Risk Factors.................................... 4
Comcast Cable Communications, Inc............... 7
Trust Subsidiaries.............................. 9
Use of Proceeds................................. 10
Consolidated Ratio of Earnings to Fixed
Charges....................................... 10
Description of the Senior Debt Securities and
Subordinated Debt Securities.................. 11
Description of Debt Warrants.................... 24
Description of Purchase Contracts............... 26
Description of Units............................ 26
Description of the Guaranteed Trust Preferred
Securities.................................... 26
Description of the Guaranteed Trust Preferred
Securities Guarantees......................... 28
Global Securities............................... 32
Plan of Distribution............................ 33
Legal Matters................................... 34
Experts......................................... 34
Glossary........................................ 35
$800,000,000
COMCAST CABLE
COMMUNICATIONS, INC.
6.20% NOTES DUE 2008
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[LOGO]
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BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
DONALDSON, LUFKIN & JENRETTE
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
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