(FORTUNE Magazine) – AT&T, we had to win. We don't feel that way about Disney."

Brian Roberts, the soft-spoken CEO of Comcast, appears relaxed. He leans back in his chair in a conference room at company headquarters, on the 35th floor of a skyscraper overlooking downtown Philadelphia. A week ago Comcast went public with its all-stock takeover bid for Disney, then valued at about $66 billion. The deal's dead for now. Disney's board rejected it, and so did the stock market, by driving up the price of Disney shares and driving down the price of Comcast's. Back home after a cross-country series of investor meetings to tout the deal, Roberts sits down with FORTUNE to do some more selling and to explain his strategy, which amounts to a calculated waiting game. Comcast still wants Disney, but only at the right price, he insists. He will do his best not to get swept away by the thrill of the chase.

"We're all human," Roberts says. "I'm not going to sit here and tell you that this hasn't been an emotional week. But we're going to be disciplined in our process."

His thinking goes something like this. Comcast is a healthy growth business, so its shares should rise over time. The turnaround at Disney is unsustainable, so its stock should falter. Shareholders of both companies can be convinced that the deal, which marries Comcast's distribution with Disney's content, makes strategic sense. It will become evident, if it hasn't by now, that there are no other buyers for Disney. Eventually an offer of Comcast's stock will prove hard for Disney's directors and investors to resist. Roberts notes that Comcast's bid reflects "a full and generous valuation" and a "significant premium" over Disney's share price during any period over the previous three years. "I believe the market is generally right over a period of time," Roberts says. "At least that's what I was taught at the Wharton School."

Roberts, 44, is a bit of a deal junkie. The son of 83-year-old Ralph Roberts, the company founder, Brian has watched Comcast grow by acquisitions to become the nation's largest cable operator, with 21.5 million subscribers. In the biggest of those deals, Comcast bought AT&T Broadband for $50.5 billion in 2002. That gave the company the scale it needed to go mano a mano with programming giants like Disney, Viacom, News Corp., and Time Warner (parent of FORTUNE's publisher), which charge ever-increasing fees for their popular cable channels. Now, at least in theory, the entertainment giants need access to Comcast's homes (which represent 23% of pay-TV households) as much as Comcast needs their content. Over the years Comcast has also bought or built content of its own, including the home shopping network QVC (which it turned around and sold last year), E! Entertainment, the Golf Channel, and Philadelphia's 76ers and Flyers sports teams.

Comcast's bid for Disney was partly driven by strategy. By buying Disney the cable operator would no longer have to pay rising prices for Disney-owned channels like ESPN and the Disney Channel. Comcast also wants to use Disney movies and ABC TV shows to drive video-on-demand, the next big thing from the cable industry.

But the bid was also "opportunistic," said Comcast's CFO, John Alchin. Comcast executives won't publicly bad-mouth Disney or its CEO, Michael Eisner, but the fact is that when they analyzed the Mouse House, they sensed weakness. Others tell FORTUNE that Disney directors, working through intermediaries, hinted months ago to Comcast that they might be open to a merger. One source said Disney presiding director George Mitchell talked directly to Roberts. That would be a shocker, if true. Roberts declined to comment, and Mitchell couldn't be reached.

The back-channel whispering may have convinced Comcast that Wall Street and the Disney board would welcome Eisner's departure. If so, Comcast miscalculated. Now the Comcast executives are talking strategy instead. "We're not asking Disney shareholders to sell their company," says Steve Burke, a former Disney executive who runs Comcast's cable operations. "We're asking Disney shareholders whether they'd rather have 42% of our company after it is combined with theirs. These companies will be stronger together than they are apart." Of course, a merger would also replace CEO Eisner with Roberts, who, in an Institutional Investor survey this year of 1,400 analysts and portfolio managers, was voted best media CEO. Comcast's stock has grown twice as fast as the S&P 500 over the past 30 years.

To get the deal done, Comcast will have to win over skeptics in several camps. Many investors, including some big Disney holders, still wonder whether cable is a good business, given the industry's history of huge capital outlays and delayed promises of free cash flow and profitability. Comcast says an inflection point is here at last. It is reaping the benefits of billions spent to upgrade its pipes by selling high-speed Internet access and digital cable channels. (My monthly Comcast bill has grown from $40 to $110, especially after I signed up for Internet access. With 5.3 million Internet subscribers, Comcast is the biggest broadband supplier in the nation.) Comcast promises to generate free cash flow of $2 billion in 2004, and analysts say it will deliver $3.5 to $4 billion in 2005. Comcast also says that honest-to-goodness net profits--hallelujah!--should appear within five years, as the depreciation of all that capital spending makes its way through the income statement. Says CFO Alchin: "The business model that we have from here on out looks absolutely terrific."

But Comcast's dense financial statements scare off some investors. They don't like all the acquisitions, which make year-to-year comparisons difficult, or they say that Comcast books some everyday operating costs as capital expenditures to boost income in the short run. When Comcast installs a high-speed modem, for example, it accounts for the costs of the box, its delivery, and installation--perhaps $50 in all--in its capital budget rather than as an operating cost. Comcast says that this is standard industry practice. "In the cable industry there's so much room for maneuvering," frets Albert Meyer, who owns 2nd Opinion Research, an independent equity research firm. "If I'm a Disney shareholder, I wouldn't want Comcast paper."

Governance is yet another concern. Comcast has two classes of stock, giving the Roberts family, which has a 1.5% stake in the company, 33% of the shareholder vote. A 75% vote of the board would be needed to fire Brian as chief executive anytime before 2010. Roberts observes that such well-regarded firms as the Washington Post Co. and the New York Times Co. have two classes of stock, which preserves family control and allows for long-term thinking. The company's stock market performance speaks for itself. "We are extremely proud of our record with shareholders," Roberts says.

Comcast's board is chaired by C. Michael Armstrong, former CEO of AT&T, and director J. Michael Cook, CEO of Deloitte & Touche, chairs the audit committee. Roberts, his father, and a cousin's husband also sit on the 11-member board. FORTUNE has learned that shortly before Comcast launched its offer, Louis Simpson, head of Plaza Investment Managers, an arm of Berkshire Hathaway, resigned as a Comcast director. Asked why, Simpson declined to comment. But it may be surmised that as an executive of Berkshire, which has stayed clear of hostile transactions, he didn't care to be party to one. Another reason for Simpson's opting out might be that he and Warren Buffett, CEO of Berkshire, are both longtime friends of Disney director Thomas S. Murphy.

Skittish investors see Comcast/Disney as a replay of the nightmarish AOL/Time Warner merger, where a tech company favored by Wall Street bought solid content assets with overvalued stock. Roberts says it's more like the Time Warner/Turner merger, a logical match of cable systems and cable programs. He watched that deal unfold from the inside, as a thirtysomething member of Turner's board. This time he's in a position to call the shots. The question is whether he can put together an offer that's rich enough to get Disney but not so rich that his own shareholders rebel.

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