CWA Urges Disney Shareholders to Reject Any Comcast Takeover Bid

Tuesday, March 2, 2004

Philadelphia -- Members of the Communications Workers of America urged shareholders at the Walt Disney annual meeting here to continue to reject efforts by cable giant Comcast Communications to take over their company.



The valuable brand and reputation that Disney has built over its many decades is in direct contrast to the bad reputation Comcast has acquired over its disregard for shareholder rights, its violation of customer privacy, its refusal to honor franchise agreements and follow service standards in many communities and its abuse of workers seeking a union voice, CWA said in a message to shareholders.



Comcast chief executive officer Brian Roberts owns less than 1 percent of the market value of Comcast stock. Yet the corporate structure put in place by the Roberts family guarantees them 33 percent of the voting power. This same undemocratic structure was a part of Comcast's bid for Disney, diminishing the voting power of the very shareholders who contribute the equity capital that allows the company to operate.



Nearly all top firms operate under a one-share, one vote system, and that's the principal endorsed by most institutional shareholders, CWA pointed out. CWA also told Disney shareholders that despite Comcast's efforts to block it, a proposal calling for a fair voting system would be brought before shareholders at the Comcast annual meeting in May.



Among other objectionable corporate governance procedures at Comcast:



* None of Comcast's directors stood for election at the last shareholders' meeting.

* CEO Roberts currently sits on the nominating committee of the board of directors, an objectionable practice now prohibited by securities officials.

* Shareholders cannot call a special meeting or act by written consent, making any sort of independent shareholder action impossible.



CWA has raised concerns about Comcast's power grab for Disney, specifically, how such a mega-merger would affect consumers and programming, how communities would face even more resistance in obtaining quality and safe service, and how even more workers would see their right to organize, and even to speak out, crushed.



Media Monopoly



A Comcast takeover of Disney would create a $120 billion media goliath. Because Comcast already controls access to one-third of all cable households, it would have great latitude in raising the prices it could charge to distributors of other programming. It also would be able to raise the prices it charges other cable and satellite systems to air the popular networks owned by Disney, including ESPN, the Disney Channel, regional sports and other programming.



Cable rates already have increased by at least three times the rate of inflation since 1993, according to the Federal Communications Commission, and an independent analysis by the Consumer Federation of America has found that cable customers are regularly overcharged by $4.5 billion to $6 billion per year.



Comcast Fails to Honor Existing Franchise Agreements



Communities nationwide have been fighting back against Comcast's refusal to address concerns about shoddy wiring, poor service and even the privacy rights of consumers.



In a number of communities, including Detroit, Los Angeles and Modesto, Calif., Baltimore and Prince Georges Co., Md., and others, independent technical audits have documented thousands of safety and electrical code violations that threaten households and that could lead to fires and shocks. Most recently, the Detroit audit cited more than 40,000 such violations, including poorly grounded cable connections to customers' homes.



When communities fight back, however, they are hit with lawsuits, as San Jose and Modesto, Calif., and other cities have discovered.



Comcast Violates Workers' Rights



Comcast has earned a designation by the AFL-CIO as one of the most aggressively anti-union companies in America, for its intimidation and threats against workers who want union representation.



A Comcast vice president in Beaverton, Ore., stated publicly that Comcast is "at war to decertify the CWA" and the company has followed that strategy since it bought AT&T Broadband in 2002.



Among the company's illegal tactics:



* Comcast has illegally fired workers in Pittsburgh and Detroit, a labor arbitrator found.

* The National Labor Relations Board in Dallas found that Comcast engaged in illegal surveillance of employees.

* Comcast seeks to reward non-union workers with benefits and higher pay that it denies to union workers, with instances in California, Pittsburgh and Ocean City, Md.

* Comcast violates employees' free speech rights by threatening dismissal of any employee who is found "communicating in a public forum about Comcast's business operations, products or service."



More information on Comcast is available at www.comcastwatch.com.



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