Filed by Comcast Corporation
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: AT&T Corp.
Commission File No. 1-1105
Date: July 9, 2001
The following letter was sent to Comcast employees:
COMCAST
Monday, July 9, 2001
Dear Comcaster:
As you may have seen in today's newspapers, Comcast has made an offer to
purchase the broadband assets owned by AT&T Broadband.
The combination of Comcast and AT&T Broadband would create the premier broadband
provider in the country, serving approximately 22 million customers. We believe
this transaction makes a great deal of sense for the employees and shareholders
of both companies. With our industry-leading management we could accelerate our
goal of rolling out new products, while delivering quality service and being the
company that people turn to first for entertainment and information.
At this point, there is no guarantee that this combination will occur. For
information on what is happening and to stay abreast of developments please
check Comcast.com and watch for notices of future updates.
It goes without saying that we would not be in a position to take this step
without the dedication and hard work of every Comcaster. We thank you for your
past, present and future commitment to making Comcast the finest broadband
company in the country.
Sincerely,
/s/ Brian L. Roberts /s/ Stephen B. Burke
Brian L. Roberts Stephen B. Burke
President President
Comcast Corporation Comcast Cable Communications, Inc.
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Note: The following notice is included to meet certain legal requirements:
FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In some cases, you can
identify those so-called "forward-looking statements" by words such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of those words and other
comparable words. Comcast Corporation ("Comcast") wishes to take advantage of
the "safe harbor" provided for by the Private Securities Litigation Reform Act
of 1995 and you are cautioned that actual events or results may differ
materially from the expectations expressed in such forward-looking statements as
a result of various factors, including risks and uncertainties, many of which
are beyond the control of Comcast. Factors that could cause actual results to
differ materially include, but are not limited to: (1) the businesses of Comcast
and AT&T Broadband may not be integrated successfully or such integration may be
more difficult, time-consuming or costly than expected; (2) expected combination
benefits from the transaction may not be fully realized or realized within the
expected time frame; (3) revenues following the transaction may be lower than
expected; (4) operating costs, customer loss and business disruption, including,
without limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
transaction; (5) the regulatory approvals required for the transaction may not
be obtained on the proposed terms or on the anticipated schedule; (6) the
effects of legislative and regulatory changes; (7) the potential for increased
competition; (8) technological changes; (9) the need to generate substantial
growth in the subscriber base by successfully launching, marketing and providing
services in identified markets; (10) pricing pressures which could affect demand
for Comcast's services; (11) Comcast's ability to expand its distribution; (12)
changes in labor, programming, equipment and capital costs; (13) Comcast's
continued ability to create or acquire programming and products that customers
will find attractive; (14) future acquisitions, strategic partnerships and
divestitures; (15) general business and economic conditions; and (16) other
risks described from time to time in Comcast's periodic reports filed with the
Securities and Exchange Commission (the "Commission").
ADDITIONAL INFORMATION
Subject to future developments, Comcast may file with the Commission (i)
a preliminary proxy statement for solicitation of proxies from the shareholders
of AT&T Corp. ("AT&T") in connection with AT&T's special meeting which is
scheduled to take place in September 2001 and (ii) a registration statement to
register the Comcast shares to be issued in the proposed transaction. Investors
and security holders are urged to read the proxy statement and registration
statement (when and if available) and any other relevant documents filed with
the Commission, as well as any amendments or supplements to those documents,
because they will contain important information. Investors and security holders
may obtain a free copy of the proxy statement and the registration statement
(when and if available) and other relevant documents at
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the Commission's Internet web site at www.sec.gov. The proxy statement and
registration statement (when and if available) and such other documents may also
be obtained free of charge from Comcast by directing such request to: Comcast
Corporation, 1500 Market Street, Philadelphia, Pennsylvania 19102-2148,
Attention: General Counsel.
Comcast, its directors and certain other Comcast employees and advisors
may be deemed to be "participants" in Comcast's solicitation of proxies from
AT&T's shareholders. A detailed list of the names, affiliations and interests of
the participants in the solicitation is contained in a filing made by Comcast
with the Commission pursuant to Rule 14a-12 on July 9, 2001.
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