UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15 (d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 17, 2003
COMCAST HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1709202
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street, Philadelphia, PA 19102-2148
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (215) 665-1700
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 17, 2003, Comcast Corporation ("Comcast"), in accordance with
the Amended and Restated Stock Purchase Agreement dated as of June 30, 2003
and executed on July 3, 2003 (the "Agreement"), among Comcast QVC, Inc.
("Comcast QVC"), a wholly-owned indirect subsidiary of Comcast Holdings
Corporation ("Comcast Holdings"), Comcast, Liberty Media Corporation
("Liberty") and QVC, Inc. ("QVC"), among other things, completed the sale
to Liberty of all shares of QVC common stock held by a number of direct
wholly-owned subsidiaries of Comcast QVC for an aggregate amount of
approximately $4 billion principal amount of Liberty's Floating Rate Senior
Notes due 2006 (the "Liberty Notes"), approximately $1.35 billion in cash
and approximately 218 million shares of Liberty Series A common stock.
Pursuant to the Agreement, the shares of Liberty Series A common stock
received by Comcast QVC were valued at $11.71 per share and represent
approximately 7.5% of Liberty's common stock outstanding. The shares had a
market value on the closing date of $10.73 per share, which was used for
valuing such consideration in the accompanying unaudited pro forma
condensed consolidated financial statements. Resales of the Liberty Notes
and shares of Liberty Series A common stock received in the transaction
have been registered with the Securities and Exchange Commission pursuant
to the Agreement. On September 24, 2003, Comcast, through wholly-owned
indirect subsidiaries of Comcast Holdings, sold an aggregate of $3.0
billion principal amount of the Liberty Notes for net proceeds of
approximately $3.0 billion.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
Pursuant to paragraph (b) (1) of Item 7 of Form 8-K, Comcast Holdings is
furnishing pro forma financial information in Exhibit 99.1
(c) EXHIBITS
10.1 Amended and Restated Stock Purchase Agreement dated as of June
30, 2003 among Comcast QVC, Inc., Comcast Corporation, Liberty
Media Corporation, and QVC, Inc. (incorporated by reference to
Exhibit 10.1 to Comcast Corporation's Current Report on Form 8-K
filed on October 1, 2003).
99.1 Comcast Holdings Corporation unaudited pro forma condensed
consolidated balance sheet at June 30, 2003 and unaudited pro
forma condensed consolidated statements of operations for the six
months ended June 30, 2003 and the years ended December 31, 2002,
2001 and 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMCAST HOLDINGS CORPORATION
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/S/ LAWRENCE J. SALVA
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Lawrence J. Salva
Senior Vice President and Controller
(Principal Accounting Officer)
Date: October 1, 2003
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