HomeMy WebLinkAbout20000906.tiff RESOLUTION
RE: TRANSFER AND ASSIGNMENT OF CABLE TV FRANCHISE FROM COMCAST
CORPORATION, INC., TO COMCAST COLORADO HOLDINGS, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board of County Commissioners of Weld County, Colorado ("County")
approved and enacted Weld County Ordinance No. 94 on December 14, 1981, authorizing the
granting of cable TV franchises in Weld County, Colorado, and
WHEREAS, said Ordinance No. 94 was amended by Weld County Ordinance No. 94-A on
December 21, 1982, and Weld County Ordinance No. 94-B on February 12, 1985, and
WHEREAS, on February 26, 1996, County adopted a Resolution granting to Comcast
Corporation, Inc. ("Comcast") a cable television franchise, and
WHEREAS, Comcast Corporation, Inc., now requests the transfer of its franchise to
Comcast Colorado Holdings, LLC, and Comcast Colorado Holdings, LLC, desires to assume all
duties and obligations of Comcast under the franchise, and
WHEREAS, Comcast Colorado Holdings, LLC, will now hold the franchise directly, and
WHEREAS, the application by Comcast Colorado Holdings, LLC, requesting the approval
of the transfer of the franchise is complete.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado:
SECTION 1
County hereby consents to the assumption by Comcast Colorado Holdings, LLC, of all of
the duties and obligations under the franchise.
SECTION 2
County acknowledges that as of the date hereof,the franchise is in full force and effect,the
same as is held by, and the rights and privileges granted thereunder, inuring the benefit of
Comcast, and that to the best of the knowledge of the Board of County Commissioners, Comcast
is in full compliance with the franchise.
SECTION 3
That the approval hereby granted is given pursuant to the terms and provisions of the
franchise, but do not, however, constitute and shall not be construed to constitute a disclaimer or
2000-0906
ORD94
re , Corr,Cqsv
RE: TRANSFER CABLE TV FRANCHISE TO COMCAST COLORADO HOLDINGS, LLC
PAGE 2
waiver of any rights granted or any duties or obligations imposed by the franchise, except has
provided herein.
SECTION 4
That the franchise originally held by Comcast Colroado Holdings, LLC,was duly and legally
adopted and approved by the County, and that said franchise is hereby validated, ratified, and
confirmed.
SECTION 5
That Comcast Colorado Holdings, LLC, shall be controlled at all times during its operation,
installation, and maintenance of the system pursuant to the franchise by all provisions of said
Ordinance No. 94, as amended,and that any such terms of said ordinance are incorporated herein
as if fully restated.
SECTION 6
That Comcast Colorado Holdings,LLC,shall not assign the franchise granted herein,or any
right or interest contained therein, without the written consent of County; provided, however, that
Comcast Colorado Holdings, LLC, has the right to assign, mortgage, or pledge the franchise as
collateral security for any loan to purchase and/or operate the cable television system.
SECTION 8
That the sections of this Resolution are hereby declared to be severable,and if any section,
provision, or any part hereof shall be held to be unconstitutional or invalid or unenforceable, such
section, provision, or part shall be fully severable and this Resolution shall be construed and
enforced as if such section, provision, or part never comprise a part hereof and the remaining
sections, provisions, and parts hereof shall remain in full force and effect and shall not be affected
by any unconstitutional or invalid or unenforceable section, provision, or part, or by its severance
herefrom.
SECTION 9
That the transfer of this franchise shall become effective upon signature of this Resolution.
2000-0906
ORD94
RE: TRANSFER CABLE TV FRANCHISE TO COMCAST COLORADO HOLDINGS, LLC
PAGE 3
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 24th day of April, A.D., 2000.
BOARD OF COUNTY COMMISSIONERS
WE D COUNTY, COLO DO
ATTEST: Li/
arbara Kirkmeyer, hair
Weld County Clerk to the (BY: di ;:'�;� �'^
r . . Geile, Pro-Tern
Deputy Clerk to the Boa
rg . Baxter
APPR VED AS TO FORM:
Dale K. Hall
ounty rn
Glenn Vaad
2000-0906
ORD94
Memo to Board of County Commissioners for Weld County, Colorado
From: Cyndy Giauque, Assistant Weld County Attorney
Date: April 19, 2000
RE: Application by Comcast Corporation, Inc. for transfer of Franchise
Scripps Howard Cable Company ("Scripps Howard") was granted a cable television franchise by
Resolution dated February 26, 1996. At the time the franchise was granted, the transfer of the
franchise from Scripps Howard to Comcast Corporation, Inc. ("Comcast") was contemplated,
and the transfer of the franchise was simultaneously approved, pursuant to the terms of the
Franchise Agreement.
Comcast has recently submitted a request for approval for an assignment of its holdings to a
different subsidiary of Comcast. Comcast's letter dated January 3, 2000, states that "...neither
control nor operation of the cable system will change as a result of this reorganization...." A
copy of the letter summarizing the transaction, and the application are attached.
The request for approval was submitted, pursuant to the requirements of the Franchise
Agreement. Section 27.2 (b) of the Franchise Agreement provides that
Upon receipt of all requested information, the County shall render a final written decision
on the request within 120 days of the request. If the County fails to render a final
decision on the request within 120 days, such request shall be deemed granted unless the
requesting party and the County agree to an extension of time.
We recommend approval of the request, since it involves only a reorganization within the same
large company.
If you have any questions, I am available.
COMCAST COMMUNICATIONS COMMUNITIES SERVED:
434 KIM BARK STREET BATTLEMENT MESA FORT LUPTON LOUISVILLE
LONGMONT.COLORADO 80501 BERTHOUD LARIMER COUNTY LOVELAND
(303)776-6600•(970)663-2000 CAMPION LAFAYETTE PARACHUTE
FAX(303)678-5302 ERIE LONGMONT SUPERIOR
COMCAST®
January 3,2000
Cyndy Giauque
Assistant County Attorney
Weld County
915 10th Street 3rd Floor
Greeley,CO 80631
Dear Cyndy:
This letter is to notify you of an internal reorganization of Comcast SCH Holdings, Inc. ("SCH Holdings"), which
currently holds the franchise to provide cable television service to your community. In connection with the
reorganization, the franchise will be assigned to a wholly owned subsidiary of SCH Holdings. Although neither
control nor operation of the cable system will change as a result of this reorganization, we are required under the
franchise to obtain your consent to the proposed transaction.
As you are aware,SCH Holdings is a directly held subsidiary of Comcast Cable Communications,Inc. ("Comcast").
As part of the reorganization, SCH Holdings will transfer the cable television franchise to a new limited liability
company, Comcast Colorado Holdings, LLC ("Colorado Holdings"). Colorado Holdings will then be a wholly
owned subsidiary of SCH Holdings. Immediately thereafter, SCH Holdings will merge into and with Comcast SCH
Holdings,LLC ("SCH Holdings,LLC"), which also is a wholly owned subsidiary of Comcast. Ultimate control of
the cable system and the franchise will be unchanged by the reorganization and Comcast will continue to operate
and manage the cable system as before.
We believe that the enclosed FCC Form 394 and associated materials provide your community with the information
necessary to act on our request. We also request that the enclosed form of resolution be adopted granting consent to
the transaction. To the extent that the[Town/County]desires to change the form of resolution—and we understand
and appreciate that it might— we would like to be involved in that process to ensure that the final language of the
resolution is mutually acceptable and conforms to the proposed transaction.
It is our pleasure and privilege to continue to serve your community. If you have any questions, please call our
representative,Jeffrey E. Smith at(215)981-8524.
Sincerely,
4-14"tecc76,
Stan Reifschneide
General Manager
DCLIB02:330866-I
Comcast Communications
An Equal Opportunity Employer
CC' E 4 , L
COMCAST SCH HOLDINGS, INC.
COMCAST COLORADO HOLDINGS, LLC
APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO
ASSIGNMENT OF CABLE TELEVISION FRANCHISE
(FCC FORM 394)
WELD COUNTY, COLORADO
DECEMBER 29, 1999
Federal Communications Commission Approved By OMB
Washington,DC 20554 FCC 394 3060-0573
APPLICATION FOR FRANCHISE AUTHORITY
CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL
OF CABLE TELEVISION FRANCHISE
FOR FRANCHISE AUTHORITY USE ONLY
SECTION I. GENERAL INFORMATION
DATE December 30, 1999 1.Community Unit Identification Number pending
2. Application for: ❑x Assignment of Franchise nTransfer of Control
3. FranchisingAuthority:Weld County, Colorado
4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located:
Weld County, Colorado
5. Date system was acquired or(for system's constructed by the transferor/assignor)the date on
which service was provided to the first subscriber in the franchise area: November 1996
6. Proposed effective date of closing of the transaction assigning or transferring ownership of the
system to transferee/assignee:
First Quarter 2000
7. Attach as an Exhibit a schedule of any and all additional information or material filed with this Exhibit No.
application that is identified in the franchise as required to be provided to the franchising 1
^ authority when requesting its approval of the type of transaction that is the subject of this
application.
PART I -TRANSFEROR/ASSIGNOR
1. Indicate the name,mailing address,and telephone number of the transferor/assignor.
Legal name of Transferor/Assignor(if individual, list last name first)
Comcast SCH Holdings, Inc .
Assumed name used for doing business(if any)
Mailing street address or P.O.Box
434 Kimbark Street
City State ZIP Code Telephone No.(include area code)
Longmont CO 80501 (303) 776-6600
2. (a) Attach as an Exhibit a copy of the contractor agreement that provides for the assignment or Exhibit No.
transfer of control(including any exhibits or schedules thereto necessary in order to understand the
terms thereof). If there is only an oral agreement, reduce the terms to writing and attach. 2
(Confidential trade,business,pricing or marketing information,or other information not otherwise
publicly available,may be redacted).
(b) Dces the contract submitted in response to(a)above embody the full and complete agreement ❑x Yes ❑ No
between the transferor/assignor and the transferee/assignee?
If No,explain in an Exhibit. Exhibit No.
FCC 394(Page 1)
September 1996
PART II -TRANSFEREE/ASSIGNEE
1. (a) Indicate the name, mailing address,and telephone number of the transferee/assignee.
Legal name of Transferee/Assignee(if individual, list last name first)
Comcast Colorado Holdings, LLC
Assumed name used for doing business(if any)
Mailing street address or P.O. Box
1500 Market Street
City State ZIP Code Telephone No. (include area code)
Philadelphia PA 19102 (215) 665-1700
(b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee.
Name of contact person(list last name first)
See Exhibit 3
Firm or company name(if any)
Mailing street address or P.O. Box
City State ZIP Code Telephone No.(include area code)
(c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person Exhibit No.
who should be contacted, if any.
(d) Indicate the address where the system's records will be maintained.
Street Address
434 Kimbark Street
City State ZIP Code
Longmont CO 80501
2. Indicate on an attached exhibit any plans to change the current terms and conditions of service
and operations of the system as a consequence of the transaction for which approval is sought. Exhibit No.
4
FCC 394(Page 2) September 1996
SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS
1. Transferee/Assignee is:
❑ Corporation a. Jurisdiction of incorporation: d. Name and address of registered agent in
jurisdiction:
b. Date of incorporation:
c. For profit or not-for-profit:
❑ Limited Partnership a.Jurisdiction in which formed: c. Name and address of registered agent in
jurisdiction:
b. Date of formation:
❑ General Partnership a.Jurisdiction whose laws govern formation: b. Date of formation:
❑ Individual
❑X Other. Describe in an Exhibit. Exhibit No.
5
2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders
beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest
of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully-the
lettered items below refer to corresponding lines in the following table.)
(a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show name,
address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant
first, officers, next,then directors and, thereafter, remaining stockholders and/or partners.
(b) Citizenship.
(c) Relationship to the transferee/assignee(e.g., officer,director, etc.).
(d) Number of shares or nature of partnership interest.
(e) Number of votes.
(f) Percentage of votes.
(a) See Exhibit 5
(b)
(c)
(d)
(e)
(U
FCC 394(Page 3) September 1996
3. If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the ❑ Yes ❑ No
laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system
operates?
If the answer is No, explain in an Exhibit. Exhibit No.
5
4. Has the transferee/assignee had any interest in or in connection with an applicant which has been ❑ Yes E No
dismissed or denied by any franchise authority?
If the answer is Yes,describe circumstances in an Exhibit. Exhibit No.
5. Has an adverse finding been made or an adverse final action been taken by any court or ❑ Yes D No
administrative body with respect to the transferee/assignee in a civil, criminal or administrative
proceeding, brought under the provisions of any law or regulation related to the following: any
felony; revocation, suspension or involuntary transfer of any authorization (including cable
franchises)to provide video programming services; mass media related antitrust or unfair
competition;fraudulent statements to another government unit; or employment discrimination?
If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, Exhibit No.
including an identification of any court or administrative body and any proceeding (by dates and file
numbers, if applicable), and the disposition of such proceeding.
6. Are there any documents, instruments, contracts or understandings relating to ownership or future E Yes ❑x No
ownership rights with respect to any attributable interest as described in Question 2(including, but
not limited to, non-voting stock interests, beneficial stock ownership interests, options,warrants,
debentures)? Exhibit No.
If Yes, provide particulars in an Exhibit.
7. Do documents, instruments, agreements or understandings for the pledge of stock of the ❑
Yes E No
transferee/assignee, as security for loans or contractual performance, provide that: (a)voting rights
will remain with the applicant, even in the event of default on the obligation; (b) in the event of
default,there will be either a private or public sale of the stock; and(c) prior to the exercise of any
ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the
franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of
the franchise agreement will be obtained?
If No, attach as an Exhibit a full explanation. Exhibit No.
6
SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS
1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from Yes ❑ No
committed resources to consummate the transaction and operate the facilities for three months.
2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally Exhibit No.
accepted accounting principles, including a balance sheet and income statement for at least one full 7
year,for the transferee/assignee or parent entity that has been prepared in the ordinary course of
business, if any such financial statements are routinely prepared. Such statements, if not otherwise
publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the
franchise authority and its agents to the extent permissible under local law.
SECTION IV.TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS
Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience Exhibit No.
and expertise regarding cable television systems, including, but not limited to, summary information about a
appropriate management personnel that will be involved in the system's management and operations. The
transferee/assignee may, but need not, list a representative sample of cable systems currently or formerly
owned or operated.
September 1996
FCC 394(Page 4)
SECTION V-CERTIFICATIONS
Part I -Transferor/Assignor
All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application.
Signature
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and
are made in good faith.
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE De tuber 30 , 1999
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name
TITLE 18, SECTION 1001.
Jeffrey E. Smith
Check appropriate classification:
Individual General Partner X Corporate Officer
(Indicate Title) Other. Explain:
Part II -Transferee/Assignee
All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits
are a material part hereof and are incorporated herein as if set out in full in the application.
The transferee/assignee certifies that he/she:
(a) Has a current copy of the FCC's Rules governing cable television systems.
(b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local
ordinances and related regulations.
(c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related
regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure
any violations thereof or defaults thereunder presently in effect or ongoing.
Signature
I CERTIFY that the statements in this application are true,
complete and correct to the best of my knowledge and belief and C<K
are made in good faith.
Date
WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE 30 , 1999
PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name
TITLE 18, SECTION 1001.
Jeffrey E. Smith
Check appropriate classification:
Individual General Partner Corporate Officer
(Indicate Title) Other. Explain:
FCC 394(Page 5)
September 1996
FCC Form 394
December 1999
TABLE OF CONTENTS
Page
Schedule of Required Information Exhibit 1
Purchase Contracts and Related Agreements Exhibit 2
Contact Persons Exhibit 3
Planned Changes Exhibit 4
Ownership Information Exhibit 5
Pledge of Proposed Transferee's Stock Exhibit 6
Financial Qualifications Exhibit 7
Technical Qualifications Exhibit 8
Form of Resolution Authorizing Transfer Exhibit 9
DCLIB02:33691I-1
FCC Form 394
December 1999
EXHIBIT 1
Required Information
Attach as an Exhibit a schedule of any and all additional information or material fled with this
application that is identified in the franchise as required to be provided to the franchising
authority when requesting its approval of the type of transaction that is the subject of this
application. Section I, Paragraph 7, FCC Form 394.
All information required by the Franchise is contained in the instant FCC Form 394 and
the Exhibits thereto.
DCLIB02:33691 I-I
FCC Form 394
December 1999
EXHIBIT 2
Purchase Contracts and Related Agreements
Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or
transfer of control (including any exhibits or schedules thereto necessary in order to understand
the terms thereof). Section I, Part I, Paragraph 2(a), FCC Form 394.
Pursuant to an internal reorganization, Comcast SCH Holdings, Inc. ("SCH Holdings"), a
directly held subsidiary of Comcast Cable Communications, Inc. ("Comcast"), proposes to
transfer the cable television franchise to a new limited liability company, Comcast Colorado
Holdings, LLC ("Colorado Holdings"). Colorado Holdings will be a wholly owned subsidiary of
SCH Holdings, the current franchisee. As part of the reorganization, SCH Holdings will assign
the cable television system's assets, including the franchise, to Colorado Holdings. Immediately
thereafter, SCH Holdings will merge into and with Comcast SCH Holdings, LLC ("SCH
Holdings, LLC"), which also is a wholly owned subsidiary of Comcast. At the conclusion of the
transactions, the franchise shall be held as depicted in the Attachment to this Exhibit 2. As the
proposed transfer of the franchise is part of an entirely internal reorganization, there is no
contract or agreement that provides for the proposed transfer.
DCLIB02:33691 I-1
Assets Assigned to Colorado Holdings and
Current SCH Holdings, Inc. Merges With Post-Transaction
Structure SCH Holdings, LLC Structure
Comcast Corporation Comcast Corporation Comcast Corporation
(PA) (PA) (PA)
Comcast Cable Comcast Cable Comcast Cable
Communications,Inc. Communications,Inc. Communications,Inc.
(DE) (DE) (DE)
Comcast SCH Comcast SCH Comcast SCH Comcast SCH
Holdings.Inc. Holdings,Inc. Holdings,LLC Holdings,LLC
(CO) (DE) (DE) (DE)
1
Comcast Colorado Comcast Colorado
Colorado Area Assets Holdings,LLC Holdings,LLC
(DE) (DE)
1
Colorado Area Assets Colorado Area Assets
Attachment
FCC Form 394
December 1999
EXHIBIT 3
Contact Persons
Indicate the name, mailing address, and telephone number of the person to contact, if other than
transferee/assignee. Section I, Part II, Paragraph 1(b), FCC Form 394.
Jeffrey E. Smith
Comcast Corporation
1500 Market Street
35th Floor
Philadelphia, PA 19103
Tel: (215) 981-8524
Fax: (215) 981-7794
Sheila Willard
Comcast Cable Communications, Inc.
1500 Market Street
34th Floor
Philadelphia, PA 19103
Tel: (215) 981-7619
Fax: (215) 981-7794
DCLIB02:33691 I-I
FCC Form 394
December 1999
EXHIBIT 4
Planned Changes
Indicate on an attached exhibit any plans to change the current terms and conditions of service
and operations of the system as a consequence of the transaction for which approval is sought.
Section I, Part II, Paragraph 2, FCC Form 394.
Comcast Colorado Holdings, LLC has no plans to change the current terms and
conditions of service or operations of the system as a consequence of the transaction for which
approval is sought.
DCLIB02:33691 I-I
FCC Form 394
December 1999
EXHIBIT 5
Ownership Information
List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its
officers, directors, stockholders beneficially holding more than 5% of the outstanding voting
shares, general partners, and limited partners holding an equity interest of more than 5%.
Section II, Paragraph 2, FCC Form 394.
Names and Addresses of 10 Largest Holders of Transferee and of All Persons with a 5%
or Greater Ownership Interest in Transferee.
(i) Comcast Colorado Holdings, LLC is a Delaware limited liability company and,
upon the conclusion of the transactions described in this Application, a wholly
owned subsidiary of Comcast SCH Holdings, LLC. Prior to the conclusion of the
transactions described in this Application, Comcast Colorado Holdings, LLC will
qualify to do business in Colorado and designate a registered agent.
(ii) Comcast SCH Holdings, LLC is a Delaware limited liability company and a
wholly-owned subsidiary of Comcast Cable Communications, Inc. ("Comcast
Cable").
(iii) Comcast Cable is a Delaware corporation and wholly owned subsidiary of
Comcast Corporation ("Comcast").
(iv) Comcast is a publicly traded Pennsylvania corporation. As of February 28, 1999,
the following persons held a 5% or greater ownership interest in any voting class
of Comcast's Common Stock:
DCLIB0233691 I-I
FCC Form 394
December 1999
Class A Common Stock FMR Corp. I 3,838,200 12.2 %
82 Devonshire Street
Boston, MA 02109
Capital Research& Management Co.2 1,940,000 6.2%
333 South Hope Street
Los Angeles, CA 90071
Brian L. Roberts 3 799,099 2.5%
The information contained in this table with respect to FMR Corp. ("FMR") is based
upon filings dated February 12, 1999, made on Schedule 13G by FMR and its controlling
shareholders, Edward C. Johnson III, and Abigail P. Johnson, setting forth information as of
December 31, 1998. The Schedule 13G indicates that FMR has sole dispositive power as to all
of such shares and sole voting power as to 17,300 of such shares, that FMR's wholly owned
subsidiary Fidelity Management& Research Company ("Fidelity") is the beneficial owner of
3,820,900 of such shares by reason of acting as an investment adviser to various investment
companies, that Fidelity Contrafund, an investment company advised by Fidelity, is the
beneficial owner of 3,262,600 of such shares, and that Fidelity International Limited and Fidelity
Management Trust Company are the beneficial owners of 16,600 and 700 of such shares,
respectively. However, while FMR holds 12.2% of Comcast's Class A Common Stock, it does
not hold more than 5%of Comcast's voting interests or of Comcast's outstanding capital stock.
2 The information contained in this table with respect to Capital Research and Management
Company ("Capital Research") is based upon filings dated February 11, 1999, made on Schedule
13G by Capital Research setting forth information as of December 31, 1998. The Schedule 13G
indicates that Capital Research has sole disposition power as to all of such shares, and that the
Growth Fund of America, Inc., an investment company advised by Capital Research, has sole
voting power as to 1,680,000 of such shares. However, while Capital Research holds 6.2% of
Comcast's Class A Common Stock, it does not hold more than 5% of Comcast's voting interests
or of Comcast's outstanding capital stock.
3 As of February 28, 1999, Sural Corporation ("Sural"), a Delaware corporation, owned
8,786,250 shares of Comcast's outstanding Class B Common Stock and 795,038 shares of
Comcast's outstanding Class A Common Stock. Mr. Brian L. Roberts, President of Comcast,
owns stock representing substantially all of the voting power of all classes of voting securities of
Sural. Pursuant to Rule 13d-3 under the Exchange Act, Mr. Brian L. Roberts is deemed to be the
beneficial owner of the shares of Class B Common Stock and Class A Common Stock owned by
Sural, and he is deemed to be the beneficial owner of an additional 4,061 shares of Comcast
Class A Common Stock(including 1,356 shares owned by his wife, as to which he disclaims
beneficial ownership). Since each share of Comcast's Class B Common Stock is entitled to
fifteen votes, the shares of Class A Common Stock and Class B Common Stock owned by Sural
and Mr. Brian L. Roberts constitute approximately 77% of the voting power of the two classes of
Comcast's voting Common Stock combined. The Class B Common Stock is convertible on a
continued...
2
FCC Form 394
December 1999
1500 Market Street
Philadelphia, PA 19102-2148
Class B Common Stock Brian L. Roberts 3 8,786,250 93.0%
1500 Market Street
Philadelphia, PA 19102-2148
Ralph J. Roberts° 658,125 7.0%
1500 Market Street
Philadelphia, PA 19102-2148
•
The address for Comcast Colorado Holdings, LLC, Comcast SCH Holdings, LLC,
Comcast Cable and Comcast is:
1500 Market Street
35`h Floor
Philadelphia, PA 19102-2148
...continued
share-for-share basis into Class A Common Stock or Class A Special Common Stock. If Sural
and Mr. Brian L. Roberts were to convert the Class B Common Stock which they are deemed to
beneficially own into Class A Common Stock, Mr. Roberts would beneficially own 9,585,349
shares of Class A Common Stock (approximately 23.8% of the Class A Common Stock).
° Includes 576,579 shares of Class B Common Stock owned by a limited partnership the
sole general partner of which is controlled by Mr. Ralph J. Roberts.
DCLIB02.336911-1 3
FCC Form 394
December 1999
B. Information Required Under Section 2 of FCC Form 394 with Respect to 5% Owners
(a) Name & Address
(b) Citizenship
(c) Relationship to the transferee/assignee
(d) Number of shares
(e) Number of votes
(0 Percentage of votes
(a) Comcast Corporation Ralph J. Roberts Brian L. Roberts
1500 Market Street 1500 Market Street 1500 Market Street
Philadelphia, PA 19102-2148 Philadelphia, PA 19102-2148 Philadelphia, PA 19102-2148
(b) N/A USA USA
(c) N/A Chairman, Director President, Director
(d) N/A 319,070 Class A Common 799,099 Class A Common
658,125 Class B Common 8,786,250 Class B Common
(e) N/A 10,190,945 132,592,849
(f) N/A 5.9% 76.6%
DCLIB02:336911-1 4
FCC Form 394
December 1999
EXHIBIT 5
Ownership Information
Officers and Directors of Transferee and its parents.
A. Comcast Colorado Holdings, LLC
Comcast SCH Holdings, LLC is the sole member of Comcast Colorado Holdings, LLC.
B. Comcast SCH Holdings, LLC
Comcast Cable Communications, Inc. is the sole member of Comcast SCH Holdings,
LLC.
DCLIB02:336911-1 5
FCC Form 394
December 1999
C. Comcast Cable Communications, Inc.
Directors
Brian L. Roberts
Ralph J. Roberts
Lawrence S. Smith
Stanley L. Wang
Officers
Ralph J. Roberts Chairman
Brian L. Roberts Vice Chairman
Stephen B. Burke President
Bradley P. Dusto Executive Vice President- Engineering
Lawrence S. Smith Executive Vice President
Michael S. Tallent Executive Vice President
David N. Watson Executive Vice President— Marketing & Customer Service
John R. Alchin* Senior Vice President& Treasurer
Stephen A. Burch Senior Vice President—Mid-Atlantic Region
Michael A. Doyle Senior Vice President—East/West Region
William R. Goetz, Jr. Senior Vice President—Southeast Region
Thomas R. Hurley Senior Vice President—Programming
David A. Juliano Senior Vice President
Suzanne L. Keenan Senior Vice President—Customer Service
Filemon Lopez* Senior Vice President—Advertising Sales
Allen R. Peddrick Senior Vice President—Human Resources
Richard A. Petrino Senior Vice President
David A. Scott Senior Vice President—Mid-West Region
John Riddal Senior Vice President— South Central Region
Stanley L. Wang Senior Vice President& Secretary
Kenneth Mikalauskas Vice President& Asst. Treasurer
Arthur R. Block Vice President, Asst. Treasurer& Asst. Secretary
William E. Dordelman Vice President& Asst. Treasurer& Asst. Secretary
Donald R. Erickson Vice President& Controller
Joseph J. Euteneuer Vice President
Thomas R. Nathan Vice President
Jeffrey E. Smith Vice President
Sheila R. Willard Vice President— Public Relations
C. Stephen Backstrom Vice President—Tax Administration
Melanie A. Penna Vice President—Human Resources
Richard N. Palmer Vice President—Finance East/West Region
Jaye S. Gamble, III Vice President—Mid Atlantic Region
Barbara A. Gehrig Vice President—Finance Mid-Atlantic Region
Richard D. Keenan Vice President—Finance Midwest Region
Michael F. Mayer Vice President—Finance South Central Region
John C. Barrett Vice President—Finance Southeast Regional
DCLIB02:3369111 6
FCC Form 394
December 1999
D. Comcast Corporation
Directors
Gustave G. Amsterdam
Sheldon M. Bonovitz
Julian A. Brodsky
Joseph L. Castle II
Brian L. Roberts
Ralph J. Roberts
Bernard C. Watson
Irving A. Wechsler
Anne Wexler
Officers
Ralph J. Roberts Chairman
Julian A. Brodsky Vice Chairman, Asst. Secretary & Asst. Treasurer
Brian L. Roberts President
Lawrence S. Smith Executive Vice President& Asst. Treasurer
John R. Alchin Senior Vice President& Treasurer
Stephen B. Burke Senior Vice President
Stanley L. Wang Senior Vice President& Secretary
C. Stephen Backstrom Vice President—Taxation
Amy L. Banse Vice President—Programming Investments
Arthur R. Block Vice President&Asst. Treasurer
Mark A. Coblitz Vice President—Strategic Planning
William E. Dordelman Vice President—Finance & Asst. Treasurer
Joseph J. Euteneuer Vice President& Corporate Controller
Robert S. Pick Vice President—Corporate Development
Kenneth Mikalauskas Vice President& Asst. Treasurer
Joseph W. Waz, Jr. Vice President—External Affairs
DCLIB02:336911-I 7
FCC Form 394
December 1999
E. Sural Corporation
Directors
Julian A. Brodsky
Edward J. Jones
Brian L. Roberts
Ralph J. Roberts
Officers
Ralph J. Roberts Chairman
Brian L. Roberts President
Julian A. Brodsky Vice President & Treasurer
Arthur R. Block Secretary
Edward J. Jones Asst. Secretary & Asst. Treasurer
*All of the above directors and officers are citizens of the United States, except John R. Alchin
and Filemon Lopez. Mr. Alchin is a citizen of Australia and Mr. Lopez is a citizen of Mexico.
DCLIB0233691 I-I 8
FCC Form 394
December 1999
EXHIBIT 6
Pledge of Proposed Transferee's Stock
Do documents, instruments, agreements or understandings for the pledge of stock of the
transferee/assignee, as security for loans or contractual performance, provide that: (a) voting
rights will remain with the applicant, even in the event of default on the obligation; (b) in the
event of default, there will be either a private or public sale of the stock; and(c)prior to the
exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent of
the FCC and/or of the franchising authority, if required pursuant to federal, state or local law or
pursuant to the terms of the franchise agreement will be obtained? Section II, Paragraph 7,
FCC Form 394.
There are no documents, instruments, agreements or understandings for the pledge of the
Transferee's stock, as security for loans or contractual performance.
DCLIB02:336911-I
FCC Form 394
December 1999
EXHIBIT 7
Financial Qualifications
Attach as an Exhibit the most recent financial statements, prepared in accordance with generally
accepted accounting principles, including a balance sheet and income statement for at least one
full year,for the transferee/assignee or parent entity that has been prepared in the ordinary
course of business. Section III, Paragraph 2, FCC Form 394.
Copies of Comcast Corporation's most recent Annual Report (1998), Form 10-K(year ending
1998) and Form 10-Q (3`1 quarter 1999) are attached.
DCLIB0233691 I-I
COMCAST
SUMMARY
ANNUAL REPORT
1998
(IN FILE)
2000-0906
ORD94
FCC Form 394
December 1999
EXHIBIT 8
Technical Qualifications
A narrative summary of applicant's technical qualifications, experience and expertise regarding
cable television systems, including, but not limited to, summary information about appropriate
management personnel that will be involved in the system's management and operations.
Section IV, FCC Form 394.
As described in Exhibit 2, the Franchise will be transferred to a directly held subsidiary of the
current Franchisee, which is a subsidiary of Comcast Cable Communications, Inc. ("Comcast").
Thus, ultimate control of the Franchise will remain with Comcast and Comcast will continue to
manage and operate the system.
DCLIB02:33691 I-I
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