Filed by AT&T Corp.
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. 001-01105
Below is the transcript of an interview with C. Michael Armstrong, Chairman
and Chief Executive Officer of AT&T:
RETAIL BROKER NETWORK
Moderator: Mike, could you give us a quick recap of what's under
consideration.
Armstrong: Well, our shareholders will be voting on regular annual
meeting business, plus four key management proposals:
The first two proposals have to do with our merger with AT&T
Comcast Company and the third proposal is for a tracking stock
of our Consumer business and the fourth proposal is a reverse
stock split.
Moderator: Let's examine those proposals one by one. The
Broadband/Comcast Merger - are you saying both proposals
must be approved for the merger to be completed?
Armstrong: I am saying that the first proposal is for the merger. The
second addresses the proposed charter, and shareholders
must approve both proposals to vote for the merger.
Moderator: Let's move on to the Consumer Services tracking stock. What
is this proposal all about?
Armstrong: Well, we're issuing a new tracking stock and what that's
going to do for us is enable our investors to choose between
investing in our consumer business or in our core business
services company.
Moderator: Why a tracking stock? Why not just spin out Consumer
Services as a new company?
Armstrong: Well, there are several advantages to this approach.
First, it's a targeted class of stock, but second it keeps
both of these businesses together because they are very
dependent on a common network. And third, it avoids a lot of
regulatory process constraints.
Moderator: Tell me about the reverse stock split. Isn't this unusual
for a company like AT&T?
Armstrong: Not really. It's a new share, a new one share, for every
five shares that you hold. And in fact, we did something
like that when we did the Wireless spin-off where you had two
shares of AT&T stock, you got approximately one share of
Wireless. What this will do by having this reverse stock split
is enable the AT&T stock price to be in line with other S&P
peers. But I would like to note that the reverse stock split
does not change the value of a shareholder's ownership. It's a
new share, and it's five times the value of the share before
the split. It's kind of like I'm going to take 20 nickels and
I'm going to give 4 quarters
Moderator: So clarify for me - if all these proposals are approved, what
will shareholders have at the end of all this?
Armstrong: Well, if in fact we implemented all of the proposals, we
would have, of course, the AT&T Comcast Corp. Common Stock
which would be approximately 56% owned by AT&T shareholders.
We would have the AT&T Consumer Services tracking stock which
would be 100% owned by the AT&T shareholders, and we have the
new AT&T Common Stock which would be issued after the reverse
split owned 100% by AT&T shareholders, and the timing of
getting this all done is to be accomplished by year-end 2002.
The reverse split would occur in conjunction with the merger.
But of course the timing of anything of the tracking stock
period is that we have to have the appropriate market
receptivity and Board approval.
Moderator: What are the tax consequences of these transactions likely to
be for shareholders?
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Armstrong: Our shareholders will receive all of the benefits of equities
that I've described tax free.
Moderator: To wrap up, where should brokers, if they or any of their
clients, have additional questions about these proposals or
any other proposals at the shareholder's meeting?
Armstrong: Well, of course, people can always refer to the proxy
material that was sent out to reference for any specific area,
but also they can do an on-line version with our Investor
Relations website which is att.com/ir. Now if we have some
additional questions that set of information wouldn't satisfy,
please contact Georgeson Shareholder Services through our
proxy solicitor at 212-440-9800.
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