As Filed with the Securities and Exchange Commission on January 25, 2002
Registration No. 333-92509
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
COMCAST CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1709202
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Arthur R. Block, Esquire
Senior Vice President and General Counsel
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------
Copies of communications to:
Bruce K. Dallas
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
------------
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ] _______
If this Form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration number for the same
offering. [ ] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================
DEREGISTRATION OF SECURITIES
Comcast Corporation (the "Registrant") registered an aggregate of
72,837,586 shares of its Class A Special Common Stock, par value $1.00 per
share, (the "Shares") issuable in connection with the merger (the "Merger") of
Lenfest Communications, Inc. ("Lenfest Communications") with and into Comcast
LCI Holdings, Inc., a wholly- owned subsidiary of the Registrant ("Sub"), as
described in the Agreement and Plan of Merger (the "Merger Agreement") dated as
of November 16, 1999 by and among the Registrant, Sub, Lenfest Communications,
H.F. Lenfest, H. Chase Lenfest, Brook J. Lenfest and Diane Lenfest Myer
(collectively, the "Lenfest Stockholders"). The Registrant registered the Shares
pursuant to this Registration Statement on Form S-3, as amended (Registration
No. 333-92509), declared effective on January 18, 2000.
The Registrant filed the Registration Statement pursuant to its obligations
under a Registration Rights Agreement dated as of November 16, 1999 between the
Registrant and the Lenfest Stockholders (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, the Registrant's obligation to
keep the Registration Statement effective terminated on January 18, 2002.
Therefore, this Post-Effective Amendment No. 1 to the Registration Statement is
being filed to deregister, as of 9:00 a.m., Eastern time, January 28, 2002, all
Shares that were registered under the Registration Statement but that have not
been previously sold under the prospectus that is a part of the Registration
Statement. As of January 18, 2002, 20,147,401 Shares remain unsold under the
prospectus.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Philadelphia, Pennsylvania on the 25th day of
January, 2002.
COMCAST CORPORATION
By /s/ Arthur R. Block
------------------------------------------
Arthur R. Block, Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 has been signed below by the following persons in
the capacities indicated and on the 25th day of January, 2002.
Signature Title
--------- -----
* Chairman of the Board of Directors
------------------------- and Director
Ralph J. Roberts
* Vice-Chairman of the Board of
------------------------- Directors and Director
Julian A. Brodsky
* President (Principal Executive
------------------------- Officer) and Director
Brian L. Roberts
Executive Vice President and
* Treasurer (Principal Financial
------------------------- Officer)
John R. Alchin
* Senior Vice President (Principal
------------------------- Accounting Officer)
Lawrence J. Salva
* Director
-------------------------
Decker Anstrom
2
Signature Title
--------- -----
* Director
-------------------------
Sheldon M. Bonovitz
* Director
-------------------------
Joseph L. Castle II
* Director
-------------------------
Felix G. Rohatyn
* Director
-------------------------
Bernard C. Watson
* Director
-------------------------
Irving A. Wechsler
* Director
-------------------------
Anne Wexler
*By: /s/ Arthur R. Block
-------------------
Arthur R. Block
Attorney-in-Fact
3