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 18, 2001
The following press release was issued by Comcast Corporation:
[COMCAST LOGO] PRESS RELEASE
FOR IMMEDIATE RELEASE
COMCAST VIEWS AT&T'S DELAY
IN TRACKING STOCK AS POSITIVE STEP
Shareholders Respond To Comcast's Proposal By Adding
Over $14 Billion In Market Valuation To AT&T
Philadelphia - July 18, 2001 - Comcast Corporation (Nasdaq: CMCSA, CMCSK) today
announced that it viewed positively the decision by AT&T's (NYSE: T) Board of
Directors to maximize shareholder value by examining strategic alternatives in
addition to its planned initial public offering of its broadband assets. On
July 8, 2001, Comcast made a proposal to merge with AT&T's broadband business
in a tax-free transaction, which valued AT&T's core broadband assets at $58
billion based on Comcast stock's closing price on July 6, 2001, the last
trading day prior to Comcast's proposal.
"We are pleased that AT&T's Board of Directors has responded to the market's
overwhelming endorsement of our proposal by delaying its broadband tracking
stock plan," said Mr. Brian L. Roberts, president of Comcast. "However, we
disagree with the AT&T Board's characterization of our offer as inadequate.
Since our announcement, AT&T shareholders have responded to our proposal by
adding over $14 billion in market valuation to AT&T. As evidenced by the
reaction of their shareholders, the Board's concern about our corporate
governance has no foundation. We think our stock's historical performance
speaks for itself."
Mr. Roberts continued, "We are surprised that AT&T's Board has yet to ask us
for any further information. To that end, we remain prepared to hold immediate
discussions with AT&T regarding our proposal."
Comcast reiterated that it is prepared to acquire AT&T's interests in Time
Warner Entertainment, Cablevision, and Rainbow Media by assuming more debt and
issuing more equity to reflect their agreed upon value.
This press release 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.
# # #
2
Investor Contact:
-----------------
Marlene S. Dooner, Vice President, Investor Relations (215) 981-7392
William E. Dordelman, Vice President, Finance (215) 981-7550
Kelley L. Claypool, Manager, Investor Relations (215) 981-7729
Media Contact:
--------------
The Abernathy MacGregor Group (212) 371-5999
Adam Miller, Steve Frankel, Brian Faw
Note: The following notice is included to meet certain legal requirements:
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 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.
3