<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
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Check the appropriate box:
[_]Preliminary Proxy Statement [_]Confidential, For Use Of The Commission
Only (As Permitted By Rule 14a-6(e)(2))
[_]Definitive Proxy Statement
[X]Definitive Additional Materials
[_]Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AT&T CORP.
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(NAME OF REGISTRANTS AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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[LOGO] AT&T
A MOVE AHEAD
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THE MERGER OF AT&T AND TCI
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Local Telephone Service
Long-Distance Service
VOTE NOW!
Wireless/Cellular Service
High-Speed Internet Access
Cable TV/Entertainment
<PAGE>
[PHOTO]
As promised, we are taking definitive and positive steps to grow and energize
our business on many fronts. In this package are the details of an important
merger that we are submitting for your approval. we will summarize some key
points here, but we urge you to read the enclosed proxy for a complete
description of our plan.
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What's Happening?
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We are proposing to merge with Tele-Communications, Inc., known as TCI, folding
their operations into ours. TCI is one of the leading cable television
companies in the country. This combination will give AT&T a host of new
capabilities and network assets while linking us directly to millions of homes.
In our view, the merger will position AT&T as a total communications provider
for the future, securing our long-term leadership in the industry.
You, as an AT&T shareowner, can help launch this landmark merger by voting FOR
the proposal described in this package. Your Board of Directors has carefully
considered this merger and unanimously recommends that you approve the proposal.
VOTE NOW!
To cast your vote, follow the instructions on the enclosed ballot card. Please
note that to vote "FOR" the merger, you MUST actually cast a "yes" vote. If you
take no action at all, it will, in effect, count as a vote against the merger.
<PAGE>
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Broadband Communications
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By merging TCI's operations into ours, we can weave their powerful, high-speed
cable network into our AT&T Worldwide Intelligent Network, adapting the cable
facilities for handling telephone calls and more. This will also give AT&T -
for the first time - a direct "broadband" connection to our customers' homes on
lines that we own and control.
Broadband is much faster and can carry more pictures, sound, data and video than
a normal phone line. By adding a broadband link, we can offer a much wider
spectrum of services, all under the AT&T brand name. We will be able to
package:
. Local telephone service
. Long-distance service
. Wireless/cellular service
. High- and low-speed Internet access
. Cable and pay television entertainment services
The opportunities for AT&T are compelling. We strongly believe this will help
us capture more of a household's business. We also feel that this broad and
varied range of services will be difficult for competitors - in the cable or the
telecommunications business - to duplicate on this scale.
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How the Merger Will Work
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In simple terms, AT&T will merge with TCI operations. We will issue new shares
of AT&T Common Stock which will be exchanged for all outstanding shares of TCI
Group Stock. This will not change the number of shares of AT&T Common Stock
that you currently own. Your shares will still reflect the assets and
businesses of AT&T, now including the TCI cable operations. The details are
explained in the accompanying materials.
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Your Vote for the Future
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By taking this important step, the AT&T management team, led by Chairman and CEO
C. Michael Armstrong, is working to meet our goal of increasing the value of
your investment in AT&T - by expanding the reach and scope of our business.
This merger with TCI, along with our other efforts in the international arena,
in the Internet businesses, and in our core long distance business, is designed
to keep AT&T in the forefront of our industry.
We are convinced that this is the right move for AT&T at precisely the right
time. Let us show the industry what the new AT&T can do.
<PAGE>
Q+A
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Questions and Answers
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What do I need to now?
As an AT&T shareowner, you are being asked to vote on the proposed merger with
TCI. We urge you to read the enclosed materials for the details of the merger.
Then, VOTE YOUR SHARES by following the instructions on the enclosed proxy card.
Note that your Board of Directors unanimously recommends that you vote FOR the
proposal. If you decide to change your vote, you can do so at any time up to and
including at the special AT&T shareowners' meeting on FEBRUARY 17, 1999. The
enclosed materials tell you how.
Will this affect the number of shares of AT&T Common Stock that I own?
No. As an owner of AT&T Common Stock, you will continue to hold the same number
of shares you own now. After the merger, the shares will also reflect the assets
and businesses of AT&T and the cable assets we acquire from TCI in the merger.
Exactly what does this proposal involve?
The enclosed proxy explains the proposal in detail, but in simple terms, the
proposal involves amending the AT&T Corporate Charter and issuing new shares of
AT&T stock. These new shares will go to current TCI shareowners in exchange for
their TCI shares.
Where can I get more information about this merger?
The enclosed materials explain the proposal in detail. For further
clarification, you can also call AT&T Shareowner Services on 1 800-947-9727, or
visit the Investor Relations area of the AT&T Web site at http://www.att.com/ir.
<PAGE>
In your hands is a chance
to participate in an
exciting step forward
for AT&T - a historic move
that we believe can
literally change the entire
communications landscape
VOTE NOW
For more information
Call 1 800 947-9727
Or visit our
Investor Relations website
www.att.com/ir
<PAGE>
For more information about the merger
call: 1-800-947-9727
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For information and assistance with your registered share
account, contact AT&T Shareowner Services.
Our interactive voice response system is available
24 hours a day, seven days a week:
call 1-800-348-8288 and listen for prompts
(rotary phone callers remain on the line for a representative).
Those using a TDD should call 1-800-822-2794.
To speak to a representative, call Monday through Friday
from 8 a.m. to 7 p.m. Eastern Time.
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Get shareowner information via the World Wide Web at:
http://www.att.com/ir
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If your shares are registered with a broker, contact them
directly for account management services.
It's All Within Your Reach
Easy Ordering of AT&T Consumer Services
Call 1-800-469-6535 - 24 hours a day, seven days a week
Order online: http://www.catalog.att.com/cdm/
For Small Businesses...
Call 1-800-222-0400 - 24 hours a day, seven days a week
Order online: http://www.catalog.att.com/bmd/
[LOGO] AT&T
