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: March 4, 2002
The following press release was issued by Comcast Corporation:
[COMCAST LOGO] FOR IMMEDIATE RELEASE
Contact:
Kelley L. Claypool, Director, Investor Relations (215) 981-7729
COMCAST CORPORATION TO PARTICIPATE IN
BEAR STEARNS ANNUAL MEDIA, ENTERTAINMENT
AND INFORMATION CONFERENCE
Philadelphia, PA - March 4, 2002 - Comcast Corporation today will participate
in the Bear Stearns Annual Media, Entertainment and Information Conference to
be held in Palm Beach, Florida.
During the conference, members of the Company's senior management will review
the performance of Comcast's cable, commerce and content business segments
during the year 2001 and reaffirm its growth prospects and financial
expectations previously disclosed in the fourth quarter 2001 earnings release
and conference call, which are posted on the Company's website. The Company
will provide an update on its proposed financing plans related to the recently
announced combination of AT&T Broadband with Comcast. In connection with this
update, management will discuss the proposed legal and organizational structure
for the combined company's balance sheet.
In Cable, Comcast will provide examples of its successful integration of cable
systems acquired over the past twelve months. As a result of the 95% completion
of the cable rebuild in 2001, Comcast expects a significant reduction in cable
capital spending in 2002 to drive free cash flow in 2002.
Leveraging its upgraded network, the Company will also review the growth
prospects of its new services, including Comcast Digital Cable and Comcast
High-Speed Internet service. Comcast believes these new digital and broadband
services represent the platform for future new services and growth such as
video-on-demand and high-definition television.
Live audio and presentation slides will be available today at 3:45 pm (EST) on
the Company's website at www.cmcsk.com [http://www.cmcsk.com]. An on demand
replay of the presentation will be available within 24 hours.
This press release contains forward-looking statements. Readers are cautioned
that such forward-looking statements involve risks and uncertainties that could
significantly affect actual results from those expressed in any such
forward-looking statements. Readers are directed to Comcast's Reports filed
under the Securities Exchange Act of 1934, including the most recently filed
report, Quarterly Report on Form 10-Q, for a description of such risks and
uncertainties.
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
The enclosed information 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.