SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of
The
Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): March 25,
2005 |
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COMCAST
CORPORATION
COMCAST-SPECTACOR 401(K) PLAN |
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(Exact
Name of Registrant
as
Specified in Charter) |
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Pennsylvania |
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(State
or Other Jurisdiction of Incorporation) |
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000-50093 |
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23-2303756 |
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(Commission
File Number) |
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(IRS
Employer Identification No.) |
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1500
Market Street
Philadelphia,
PA |
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19102 |
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(Address
of Principal Executive Offices) |
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(Zip
Code) |
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Registrant’s
telephone number, including area code: (215)
665-1700 |
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Not
Applicable |
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(Former
Name or Former Address, if Changed Since Last Report) |
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[
] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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[
] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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[
] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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[
] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
4.01 Changes in Registrant’s Certifying Accountant.
The
Comcast-Spectacor 401(k) Plan (the "Plan"), received notification on March 23,
2005, that its auditor, Grant Thornton LLP, will not stand for re-appointment.
The audit reports of Grant Thornton LLP on the financial statements of the Plan
for each of the fiscal years ended December 31, 2003 and December 31, 2002, did
not contain any adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles.
During
each of the fiscal years ended December 31, 2003 and December 31, 2002, and the
subsequent interim period from January 1, 2004 through March 25, 2005, there
were no disagreements between the Plan and Grant Thornton LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Grant Thornton LLP, would have caused Grant Thornton LLP to make reference to
the subject matter of the disagreement(s) in connection with its report on the
consolidated financial statements for such periods.
During
each of the fiscal years ended December 31, 2003 and December 31, 2002, and the
subsequent interim period from January 1, 2004 through March 25, 2005, there
were no "reportable events" as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
The Plan
provided a copy of the foregoing disclosures to Grant Thornton LLP prior to the
date of the filing of this Current Report on Form 8-K and requested that Grant
Thornton LLP furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the statements in this Item
4.01. A copy of the letter furnished in response to that request (as required by
Item 304(a)(3) of Regulation S-K) dated March 25, 2005, is filed as Exhibit 16.1
to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Grant
Thornton LLP dated March 25, 2005.
SIGNATURE
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 hereunto
duly authorized.
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COMCAST
CORPORATION
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Date: |
March
25, 2005 |
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By: |
/s/
Lawrence J. Salva |
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Name: |
Lawrence
J. Salva |
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Title: |
Senior
Vice President and Controller |