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 corporate overview was posted on Comcast's website:
COMCAST
CORPORATE OVERVIEW
Comcast Corporation
Consolidated revenues: Consolidated operating cash flow:
2000: $8.218 billion 2000: $2.470 billion
Q1 2001: $2.196 billion Q1 2001: $640.9 million
Employees: 35,000 total Founded in 1963 in Pennsylvania
18,000 cable
11,000 QVC
6,000 content & other
Comcast Corporation is principally involved in the development, management and
operation of broadband cable networks, and in the provision of electronic
commerce and programming content. Comcast's Class A Special and Class A Common
Stock are traded on The Nasdaq Stock Market under the symbols CMCSK and CMCSA,
respectively.
Comcast Cable:
o Third largest U.S. cable company serving 8.4 million customers
o 85% of customers clustered in six geographic regions (total
operations in 26 states)
QVC:
Revenues: Operating cash flow:
2000: $3.536 billion 2000: $619.2 million
Q1 2001: $884.0 million Q1 2001: $172.7 million
o Live televised retail shopping broadcast to 110 million homes
in the U.S., United Kingdom, Germany and Japan
o Delivered 79 million packages to 8.4 million customers in 2000
Comcast Content:
o E! Entertainment - 67 million homes
o style. - 10 million homes
o The Golf Channel - 37 million homes
o Comcast SportsNet - 7.5 million homes
o CN8-The Comcast Network - 3.9 million homes
o Comcast-Spectacor - includes Philadelphia 76ers (NBA),
Philadelphia Flyers (NHL), two Philadelphia indoor sports arenas
o Investments in Comcast Sports Southeast, Outdoor Life, Speedvision,
The Sunshine Network
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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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