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: February 22, 2002
The following press release was issued by Comcast Corporation:
COMCAST PRESS RELEASE
Comcast Corporation
1500 Market St.
Philadelphia, PA 19102
www.comcast.com
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Press Contact
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Karen Dougherty Buchholz
(215) 981-8520
karen_buchholz@comcast.com
FOR IMMEDIATE RELEASE
Philadelphia, PA (February 22, 2002) - Comcast Corporation today released the
following statement:
Comcast Corporation has received a request for additional information from the
U.S. Department of Justice (DOJ) in connection with its proposed combination
with AT&T Broadband. Requests such as this are customary for transactions of
this nature. Comcast intends to cooperate with the DOJ staff in producing the
requested documents and other information. Comcast currently anticipates that
the merger will close by the end of 2002, subject to receipt of regulatory and
shareholder approvals and satisfaction of other closing conditions.
About Comcast
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Comcast Corporation (www.comcast.com) is principally involved in the
development, management and operation of broadband cable networks, and in the
provision of electronic commerce and programming content. Comcast Cable is the
third largest cable company in the United States serving more than 8.4 million
cable subscribers. Comcast's commerce and content businesses include majority
ownership of QVC, Comcast-Spectacor, Comcast SportsNet, The Golf Channel and
Outdoor Life Network, a controlling interest in E! Networks, and other
programming investments.
Comcast's Class A Special and Class A Common Stock are traded on the Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.
Note: The following notice is included to meet certain legal requirements:
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning
of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such
forward-looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the business of Comcast Corporation
("Comcast") are based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, risks and uncertainties set
forth in Comcast's filings with the Securities and Exchange Commission ("SEC"),
including risks and uncertainties relating to: failure to obtain and retain
expected synergies from the proposed transaction with AT&T Corp. ("AT&T")
relating to AT&T's broadband business, delays in obtaining, or adverse
conditions contained in, any regulatory approvals required for the proposed
transaction, changes in laws or regulations, availability and cost of capital
and other similar factors. Readers are referred to Comcast's most recent
reports filed with the SEC. Comcast is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION
In connection with the proposed transactions, AT&T and Comcast will file a
joint proxy statement/prospectus with the SEC. INVESTORS AND SECURITY HOLDERS
ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the joint proxy statement/prospectus (when it is available) and other documents
containing information about AT&T and Comcast, without charge, at the SEC's web
site at http://www.sec.gov. Free copies of AT&T's filings may be obtained by
directing a request to AT&T Corp., 295 North Maple Avenue, Basking Ridge, N.J.
07920, Attention: Investor Relations. Free copies of Comcast's filings may be
obtained by directing a request to Comcast Corporation, 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148, Attention: General Counsel.
Comcast and its directors, executive officers and other members of its
management and employees may be soliciting proxies from its stockholders in
connection with the proposed transaction. Information concerning Comcast's
participants in the solicitation is contained in a filing made by Comcast with
the Commission pursuant to Rule 14a-12 on July 9, 2001.