AT&T CORP
8-K, 1999-11-22
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    Form 8-K


                                 CURRENT REPORT



                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                        Date of Report: November 16, 1999



                                   AT&T CORP.


A New York                      Commission File                  I.R.S. Employer
Corporation                        No. 1-1105                     No. 13-4924710




            32 Avenue of the Americas, New York, New York 10013-2412


                         Telephone Number (212) 387-5400



<PAGE>



Form 8-K
AT&T Corp.
November 16, 1999


Item 5.  Other Events.

         See Exhibit 99 to this Form 8-K.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  Exhibit 99 AT&T Corp. Press Release issued November 16, 1999.

<PAGE>

Form 8-K
AT&T Corp.
November 16, 1999



                                   SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                  AT&T CORP.


                                  /s/   Marilyn J. Wasser
                                  -----------------------------------
                                  By:   Marilyn J. Wasser
                                        Vice President and Secretary



November 22, 1999


                                                                      Exhibit 99


                                                          [GRAPHIC OMITTED]
News Release

FOR RELEASE TUESDAY, NOVEMBER 16, 1999


                           Comcast to Acquire Lenfest


         PHILADELPHIA,  PA - Comcast Corporation (Nasdaq: CMCSK) today announced
that  it  has  entered   into  a  definitive   agreement  to  purchase   Lenfest
Communications,  Inc.  (Lenfest  or  LCI),  the  nation's  ninth  largest  cable
television  operator.  LCI is  currently  owned by AT&T and the Lenfest  family.
Today's  agreement  supercedes a prior agreement under which AT&T was to acquire
the  Lenfest  family's  interest in LCI.  The  combination  will unite LCI,  the
largest cable operator in the greater  Philadelphia  marketplace,  with Comcast,
the most geographically concentrated operator in the Mid-Atlantic region.

         On a proportionate  ownership basis, the LCI group currently owns cable
television  systems  serving  approximately  1.25  million  subscribers.   LCI's
holdings include:  the wholly-owned  Suburban Cable,  serving  approximately 1.1
million customers in southeastern and central Pennsylvania,  southern New Jersey
and northern Delaware; a 50 percent interest in Garden State Cablevision,  L.P.,
serving  approximately  212,000 customers in the Cherry Hill, New Jersey area; a
30 percent interest in Susquehanna Cable Company,  serving approximately 167,000
customers  primarily in areas of York and Williamsport,  Pennsylvania;  and a 30
percent interest in Clearview Partners,  serving  approximately 10,000 customers
in south central Pennsylvania and Maryland.  The transaction also includes cable
advertising firm Radius Communications and news programmer Tri-State Media.

         Lenfest  stockholders will receive  approximately 116 million shares of
Comcast  Class A  Special  Common  Stock  (CMCSK),  subject  to  adjustment,  in
consideration  for their  Lenfest  shares.  In  addition,  Comcast  will  assume
outstanding LCI debt and liabilities of approximately $1.5 billion in connection
with  the  transaction.  Consistent  with  the  original  terms  of the May 1999
agreement  between  AT&T and  Comcast,  should  AT&T's  pending  acquisition  of
MediaOne  Group fail to close  following  the  purchase of LCI by Comcast,  AT&T
would then have the opportunity to acquire from Comcast certain  specified cable
systems with an aggregate subscriber base of approximately 1.25 million.

         Brian L. Roberts, President of Comcast,  commented:  "Comcast views the
geographic consolidation of the Philadelphia marketplace as critically important
to the company's  future.  For many years we have worked alongside Gerry Lenfest
in this region and have been  impressed  by the  company he has built.  With the
addition of LCI (and other pending transactions) to Comcast Cable, we will serve
over 4 million customers in the mid-Atlantic region,  stretching from New Jersey
to  suburban  Washington,  DC.  The end  result  will be the  largest  and  most
concentrated  broadband operation in the country." Mr. Roberts continued:  "Both
companies are now offering  expanded  digital video  offerings  that  complement
other new business  lines  including the current  launch of high speed  internet
access and the future  deployment of residential  telephone through our combined
networks.  This  combination  will serve to  accelerate  the  deployment of such
advanced services to our customer base."

<PAGE>

         H.F.  (Gerry)  Lenfest,  President and Chief Executive  Officer of LCI,
ommented:  "I am proud of the employees of Suburban Cable,  Radius and Tri-State
Media  for  their  dedication  and  professionalism  over the  years.  Our cable
operation  started  twenty-five  years ago in Lebanon,  Pennsylvania  with 7,600
subscribers.  Today Suburban has more cable customers in  Pennsylvania  than any
other company and extends into Delaware and southern New Jersey.  Radius is also
the largest cable  advertising  company,  and TSM has the largest  regional news
operation in Pennsylvania and in the tri-state area. I am proud of them all."

         Mr.  Lenfest  continued:  "It  makes  sense to  Comcast  and to our own
employees and their futures to join our  companies  into Comcast,  which has the
largest  cluster of  broadband  cable  television  systems  in the  Mid-Atlantic
region.   I  have  always   respected   and   admired  the  steady   growth  and
diversification of Comcast under the able and insightful leadership of Ralph and
Brian Roberts and their management team."

         The  acquisition  is subject to regulatory  closing  conditions  and is
estimated to close in the first quarter of 2000.

         Comcast Corporation  (www.comcast.com)  is principally  involved in the
development,  management  and  operation  of  broadband  cable  networks and the
provision  of  programming   content,   through  principal   ownership  of  QVC,
Comcast-Spectacor   and  Comcast  SportsNet,   a  controlling   interest  in  E!
Entertainment  Television and through other programming  investments.  Comcast's
Class A Special  Common  Stock and Class A Common Stock are traded on the Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.

         Lenfest Communications,  Inc.  (www.suburbancable.com) is a diversified
entertainment and communications  company.  Its principal  subsidiary,  Suburban
Cable,  serves  more than 1.1  million  customers  in  southeastern  and central
Pennsylvania,  southern New Jersey and  northern  Delaware.  Other  subsidiaries
encompassed  in  this   transaction   include  cable   advertising  firm  Radius
Communications and news programmer Tri-State Media.

         AT&T  (www.att.com)  is  among  the  world's  premier  voice  and  data
communications  company,  serving  more  than 80  million  customers,  including
consumers,  businesses  and  government.  With annual  revenues of more than $53
billion and 151,000 employees, AT&T provides services to customers worldwide.



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