View:

Download DOC

Download PDF

                                        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 transaction fact sheet was posted on Comcast's website:


                                   Fact Sheet
                  Proposed Comcast/AT&T Broadband Combination

PROPOSAL OVERVIEW

o        Comcast has proposed a business combination with AT&T Broadband that
         would create the world's leader in broadband communication. The
         combined company would:
         - Generate $14.9 billion in cable revenue
         - Serve approximately 22 million subscribers in 41 states
         - Offer an expanded platform from which to launch new products and
           build new programming assets

PROPOSAL TERMS

o        Values AT&T Broadband's core business, composed of its 13.5 million
         cable subscribers and its joint venture interests, at $58 billion
         - 1.0525 billion new Comcast shares with a value of $44.5 billion
         - $13.5 billion in assumed debt
o        Comcast is also prepared to acquire AT&T's interests in Time Warner
         Entertainment, Cablevision and Rainbow Media by assuming more debt and
         issuing more equity
o        AT&T shareholders would own a majority of the economic and voting
         interests in the combined company
o        The combination would be tax-free to AT&T and all shareholders
o        AT&T would receive Comcast shares representing 75% of AT&T's total
         current equity value while retaining AT&T's historical communications
         businesses





PROPOSAL BENEFITS

o        Expects to deliver annual combination benefits amounting to at least
         $1.25 billion, which could increase to $2.6 to $2.8 billion if
         combined margins reach Comcast's existing levels
o        Delivers a very substantial premium over published reports of the
         estimated value of AT&T's broadband business
o        Eliminates risks, uncertainties and discounts inherent in creating a
         broadband tracking stock
o        Dramatically accelerates AT&T's plan to separate its broadband company


                                       2



   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


                                       3



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.


                                       4