SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of
the Commission Only (as
|_| Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
AT&T Corp.
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(Name of Registrant as Specified In Its Charter)
Comcast Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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The following questions and answers were posted on Comcast's website:
Website Questions & Answers
1. What has happened between Comcast and AT&T Broadband?
On July 8, 2001 Comcast sent a letter to AT&T proposing a merger with AT&T
Broadband to create the world's largest broadband company. Together, Comcast
and AT&T Broadband would generate $14.9 billion in cable revenue and serve
approximately 22 million subscribers in 41 states. This new entity would offer
an expanded platform from which to launch new products and build new
programming assets.
2. What is AT&T Broadband?
AT&T Broadband is a wholly-owned unit of AT&T, which owns and operates the
former TCI and MediaOne cable systems. AT&T Broadband provides broadband
services, including high speed Internet services, digital cable and local phone
services, to households in many of the nation's major metropolitan areas.
3. Why has Comcast made an offer for AT&T Broadband?
The combination of Comcast and AT&T Broadband would create the world's largest
broadband company and would possess a powerful platform from which to launch
new products and services.
4. What happens next?
In the letter sent to AT&T, Comcast has asked that AT&T's Board of Directors
consider its offer before sending a proxy statement to its shareholders
relating to a tracking stock proposal for AT&T Broadband.
5. Will this action have any impact on rates and service?
This action represents only the proposal to combine the companies. It will have
an impact neither on Comcast's cable rates, nor on its service.
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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 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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