Comcast Corp – ‘8-A12G’ on 11/18/02

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  5     21K 
 2: EX-1        Underwriting Agreement                                58    191K 

8-A12G   —   Registration of a Class of Securities
Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

------------------

FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
PURSUANT TO SECTION 12(b) OR (g) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

AT&T Comcast Corporation
--------------------------------------------------------------------------------
                (Exact name of Registrant as Specified in Charter)

         Pennsylvania                                       27-0000798
------------------------------------------------          --------------------- 
(State of Incorporation or Organization)                      (IRS Employer     
                                                           Identification No.)

1500 Market Street, Philadelphia, PA                            19102       
------------------------------------------------          --------------------- 
(Address of Principal Executive Offices)                        (Zip Code)      

If this form relates to the                  If this form relates to the        
registration of a class of                   registration of a class of         
securities pursuant to Section               securities pursuant to Section     
12(b) of the Exchange Act and is             12(g) of the Exchange Act and is   
effective pursuant to General                effective pursuant to General      
Instruction A.(c), please check the          Instruction A.(d), please check the
following box. [ ]                           following box. [X]                 

Securities Act registration statement file number to which                      
this form relates:                                                              
                                                           -------------------
                                                             (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:               

         Title of Each Class                Name of Each Exchange on Which
         to be so Registered                Each Class is to be Registered
         -------------------                ------------------------------

-----------------------------------------   ------------------------------------

-----------------------------------------   ------------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:               

Series A Participating Cumulative Preferred Stock, par value $0.01 per share
------------------------------------------------------------------------------- 
(Title of Class)

------------------------------------------------------------------------------- 
(Title of Class)

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Item 1.  Description of Registrant's Securities to be Registered.               

   On November 18, 2002, AT&T Comcast Corporation (the "Company") declared a
dividend of one preferred stock purchase right (a "Right") on each outstanding  
share of each class of common stock, par value $0.01 per share (the "Common     
Stock"), of the Company payable to holders of record as of 3:40 p.m., New York  
City time, on November 18, 2002 (the "Record Date").                            

Prior to the Distribution Date (as defined below), the Rights will be 
transferred only with the Common Stock, and the registered holders of the       
Common Stock will be deemed to be the registered holders of the Rights. After   
the Distribution Date, the Rights will be transferable separately from the      
Common Stock. The "Distribution Date" generally means the earlier of (i) the    
close of business on the 10th day after the date (the "Stock Acquisition Date") 
of the first public announcement that a person or group has acquired beneficial 
ownership of shares of Common Stock representing 10% or more of the combined    
voting power of the outstanding Common Stock (an "Acquiring Person") and (ii)   
the close of business on the 10th business day (or such later day as may be     
designated by the Board of Directors before any person has become an Acquiring  
Person) after the date of the commencement of a tender or exchange offer by any 
person which would, if consummated, result in such person becoming an Acquiring 
Person. Notwithstanding the foregoing, an Acquiring Person shall not include    
(i) the Company or any of its subsidiaries, (ii) any employee benefit plan of   
the Company or any such subsidiary, (iii) any holder of the Class B common      
stock, par value $0.01 per share, of the Company ("Class B Common Stock") or    
any of such holder's affiliates or associates or (iv) any person who would not  
be an Acquiring Person except as a result of the direct or indirect attribution 
of ownership of shares of Class B Common Stock to such person or such person's  
affiliates or associates pursuant to the terms of the Rights Agreement referred 
to below.                                                                       

   Prior to the Distribution Date, the Rights will not be exercisable. After
the Distribution Date (but before any person has become an Acquiring Person),   
each Right will be exercisable to purchase, for $125 (the "Purchase Price"),    
one one-thousandth of a share of Series A Participating Cumulative Preferred    
Stock, par value $0.01 per share (the "Preferred Stock"). The terms and         
conditions of the Rights are set forth in a Rights Agreement dated as of        
November 18, 2002 between the Company and EquiServe Trust Company, N.A., as     
Rights Agent (the "Rights Agreement"), a copy of which is attached as an        
exhibit hereto.                                                                 

If any person has become an Acquiring Person (but none of the events  
described in the second succeeding paragraph has occurred), each Right (other   
than Rights beneficially owned by the Acquiring Person and certain affiliated   
persons) will entitle the holder, after the Distribution Date, to purchase, for 
the                                                                             

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Purchase Price, a number of shares of Class A common stock, par value $0.01 per 
share, of the Company ("Class A Common Stock") having a market value of twice   
the Purchase Price.                                                             

 At any time after any person has become an Acquiring Person (but before
any person becomes the beneficial owner of 50% or more of the outstanding       
shares of Common Stock or the occurrence of any of the events described in the  
next paragraph), the Board of Directors may exchange all or part of the Rights  
(other than Rights beneficially owned by an Acquiring Person and certain        
affiliated persons) for shares of Class A Common Stock at an exchange ratio of  
one share of Class A Common Stock per Right.                                    

 If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not  
the surviving corporation or its Common Stock is exchanged for other securities 
or assets or (2) the Company and/or one or more of its subsidiaries sell or     
otherwise transfer assets or earning power aggregating more than 50% of the     
assets or earning power of the Company and its subsidiaries, taken as a whole,  
then each Right will entitle the holder, after the Distribution Date, to        
purchase, for the Purchase Price, a number of shares of common stock of the     
other party to such business combination or sale having a market value of twice 
the Purchase Price.                                                             

  The Board of Directors may redeem all of the Rights at a price of $0.001
per Right at any time before any person has become an Acquiring Person.         

  The Rights will expire on November 18, 2012, unless earlier exchanged or
redeemed.                                                                       

For so long as the Rights are redeemable, the Rights Agreement may be 
amended in any respect. At any time when the Rights are no longer redeemable,   
the Rights Agreement may be amended in any respect that does not adversely      
affect Rights holders (other than any Acquiring Person and certain affiliated   
persons), cause the Rights Agreement to become amendable except as set forth in 
this sentence or cause the Rights again to become redeemable.                   

  Rights holders have no rights as a stockholder of the Company, including
the right to vote or to receive dividends.                                      

   The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.                            

 The Rights Agreement was executed pursuant to the Agreement and Plan of
Merger dated as of December 19, 2001, as amended (the "Merger                   

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Agreement"), among the Company, Comcast Corporation, AT&T Corp. and the other   
parties signatory thereto. After giving effect to the closing of the            
transactions contemplated by the Merger Agreement, (i) there will be            
outstanding approximately 1,355,072,216 shares of Class A Common Stock,         
9,444,375 shares of Class B Common Stock and 930,584,407 shares of Class A      
Special common stock, par value $0.01 per share, of the Company and (ii) there  
will be reserved for issuance under the Company's stock option plans            
161,995,832 shares of Class A Common Stock. Each outstanding share of Common    
Stock at 3:40 p.m., New York City time, on the Record Date will receive one     
Right. Shares of Common Stock issued after the Record Date and prior to the     
Distribution Date will be issued with a Right attached so that all shares of    
Common Stock outstanding prior to the Distribution Date will have Rights        
attached. 2,500,000 shares of Preferred Stock have been reserved for issuance   
upon exercise of the Rights.                                                    

The Rights have certain anti-takeover effects. The Rights may cause   
substantial dilution to a person that attempts to acquire the Company without a 
condition to such an offer that a substantial number of the Rights be acquired  
or that the Rights be redeemed or declared invalid. The Rights should not       
interfere with any merger or other business combination approved by the Board   
of Directors since the Rights may be redeemed by the Company as described       
above.                                                                          

    While the dividend of the Rights will not be taxable to stockholders or to
the Company, stockholders or the Company may, depending upon the circumstances, 
recognize taxable income in the event that the Rights become exercisable as set 
forth above.                                                                    

The foregoing description of the Rights Agreement is qualified in its 
entirety by reference to the full text of the Rights Agreement, which is        
attached hereto as Exhibit 1 and incorporated herein by reference.              

Item 2.  Exhibits                                                               

1.   Rights Agreement dated as of November 18, 2002 between AT&T Comcast        
Corporation and EquiServe Trust Company, N.A., as Rights Agent, which 
   includes the Form of Certificate of Designation of Series A Participating
   Cumulative Preferred Stock as Exhibit A and the Form of Right Certificate
as Exhibit B.                                                         

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SIGNATURE 

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be       
signed on its behalf by the undersigned, thereto duly authorized.               

                                AT&T COMCAST CORPORATION

                               By: /s/ Arthur R. Block
                                               ---------------------------------
                                    Name:  Arthur R. Block
                                          Title: Senior Vice President

Dated: November 18, 2002                                                        

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		11/18/12		3
Filed on:		11/18/02		2		5			3,  4,  4/A,  8-K/A,  8-K12G3,  S-4
		12/19/01		3
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