AT&T CORP
8-K, EX-99, 2000-06-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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Eileen M. Connolly                        Adele Ambrose
908-221-6731                              908-221-6000

FOR RELEASE THURSDAY, JUNE 15, 2000
-----------------------------------

                           AT&T CLOSES MEDIAONE MERGER

      NEW YORK - AT&T and MediaOne Group today announced they have completed
their merger, valued at approximately $44 billion based on AT&T's closing stock
price yesterday of $33.50. With the addition of MediaOne's 5 million cable
subscribers, AT&T becomes the country's largest cable operator, with about 16
million customers on the systems it owns and operates, which pass nearly 28
million American homes.

      The deal was finalized today with the filing of a certificate of merger
with the office of the Delaware Secretary of State in Dover, Del. All necessary
approvals for the merger have been obtained, including the U.S. Department of
Justice, the Federal Communications Commission, state and municipal regulators
and MediaOne shareowners. The boards of the two companies approved the merger in
May, 1999.

      "The combination of AT&T and MediaOne means that far more American
consumers will have a real choice and lower prices in local phone service,
faster Internet access and better cable TV," said AT&T Chairman and CEO C.
Michael Armstrong. "By year-end, most of our networks will be upgraded, making
analog and digital video, high-speed Internet access, cable telephony and
interactive television available to more of our customers."

      As previously announced, MediaOne shareowners will receive $30.85 in cash
plus .95 shares of AT&T stock for every share of MediaOne they hold on the
closing date. Based on AT&T's recent stock price, MediaOne shareholders also
will receive an additional cash payment of $5.42 per MediaOne share.

      For a limited time immediately following the closing, MediaOne
shareholders can elect to have their shares exchanged for cash, stock or a
combination of both stock and cash. All MediaOne shareholders will receive
election forms and instructions shortly. Elections will be subject to specified
limits and pro-ration.

      In the aggregate, however, AT&T plans to issue 606 million shares of AT&T
common stock and $23 billion in cash to close the transaction. Following the
merger, there will be approximately 3.7 billion AT&T shares outstanding and the
company expects to have about 5 million AT&T shareowners.

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      MediaOne will become part of AT&T Broadband, which is headquartered in the
Denver area. During the coming months, MediaOne's services will be renamed under
the AT&T brand.

      "I'm especially pleased to welcome the MediaOne people who have brought
this company so far," Armstrong said. "Their energy, commitment to quality,
customer service and innovation are outstanding. Together we can accelerate the
delivery of advanced broadband services to millions of customers."

      Dan Somers, president and CEO of AT&T Broadband said, "Our formation of
one of the most dynamic companies in America makes our home in Denver the
broadband capital of the world. The combination of AT&T Broadband and MediaOne
creates a terrific set of assets with great opportunities in the marketplace."

      For full year 1999, MediaOne had revenues of approximately $2.7 billion.
The company has nearly 15,400 employees and approximately 1 million
shareowners.

      AT&T had 1999 revenues of $62.39 billion and assets, as of December 31,
1999, of $169.41 billion. The company, headquartered here, has about 4.2 million
shareowners and about 145,000 employees.

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