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. 1-1105
October 27, 2000
MATERIALS POSTED ON THE REGISTRANT'S WEBSITE
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* T I M I N G
October 2000
FAST FACTS
WHAT TO EXPECT
The creation of these four new companies won't happen all at once. Each is
pursuing its own path to prepare it for independent operation and future
investment.
Over time, AT&T investors will receive shares in all four companies
(assuming current recommendations are ultimately approved).
To accomplish part of this, AT&T is using a financial tool called a
"tracking stock." A short definition may be useful to many investors.
WHAT'S A TRACKING STOCK? A tracking stock highlights the performance of a
single, defined part of a company's business. With a tracking stock,
potential shareowners can evaluate and invest in just a part of the
company's business, rather than investing in the entire organization.
For example, current investors in AWE--AT&T's Wireless tracking stock--are
able to make an investment in AT&T's Wireless business, without also having
to invest in the company's broadband and long-distance businesses.
A tracking stock can help a parent company raise money for individual parts
of its business. By issuing the Wireless tracking stock, AT&T raised
$10.6 billion. And if desirable, the parent company can exchange the
tracking stock and launch an independent company.
[AT&T LOGO]
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Here's how AT&T is currently planning to launch these four new companies:
IN THE FIRST STAGE, we plan to give AT&T shareowners the opportunity to
exchange AT&T Common Stock for AT&T Wireless tracking stock, subject to
proration. AT&T expects to file its proposal with the Securities and
Exchange Commission before the end of the year, and implement it by early
2001.
After this exchange has been completed, the company intends to continue the
process of distributing the remaining shares in a way that's deemed best for
shareowners.
DURING THE SECOND HALF OF NEXT YEAR, the company plans to transform the AT&T
Wireless Group into an entirely separate company, converting all shares in
the Wireless tracking stock into shares of the new AT&T Wireless company.
By later in the year, AT&T expects to issue a tracking stock for AT&T
Consumer; 100% of which would be distributed to AT&T shareowners.
Depending on market conditions, AT&T also anticipates that it will issue a
Broadband tracking stock. Within a year after this tracker is issued, AT&T
expects to launch Broadband as a separate company.
When all four companies have been established, AT&T's principal unit will be
AT&T Business, which will trade on the NYSE under the familiar "T" symbol.
It will be the legal owner of the AT&T brand, which it will license to the
other units.
Each company will establish business and shareowner policies that are
appropriate to its business needs and to its competitive environment.
Currently, the company does not anticipate offering a dividend for either
the Wireless or Broadband companies.
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# # #
In connection with these transactions, AT&T will be filing proxy statements,
tender offer statements and other materials with the Securities and Exchange
Commission. Security holders are urged to read these materials when they
becomes available because they will contain important information. Investors
and security holders may obtain a free copy of these materials when they
become available as well as other materials filed with the Securities and
Exchange Commission concerning AT&T at the Securities and Exchange
Commission's website at http://www.sec.gov. In addition, these materials and
other documents may be obtained for free from AT&T by directing a request to
AT&T at 295 North Maple Drive, Basking Ridge, NJ 07920; Attn: Investor
Relations.
AT&T and its officers and directors may be deemed to be participants in the
solicitation of proxies from AT&T's shareholders with respect to these
transactions. Information regarding such officers and directors is included
in AT&T's proxy statement for its 2000 annual meeting of stockholders filed
with the Securities and Exchange Commission on March 27, 2000. This document
is available free of charge at the SEC's internet site or from AT&T as
described above.
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* STRATEGY
October 2000
FAST FACTS
MEET THE FAMILY
On October 25, 2000, AT&T announced plans to create four publicly held
companies from its current business units:
- AT&T CONSUMER is built around our residential long-distance and
WorldNet(R) Internet access businesses. It is the country's largest
consumer communications and marketing company.
- AT&T WIRELESS is one of this country's fastest-growing wireless
companies. It's also an industry-leading provider of digital services.
- AT&T BROADBAND is the largest cable TV and broadband services company.
It includes our investments in TCI, MediaOne, and Excite@Home.
- AT&T BUSINESS combines our global investments in business
communications and services. It is the largest enterprise
communications and networking company in the U.S.
It is, quite simply, a landmark event in AT&T's history. By giving each of
these companies total responsibility for its specific product area, AT&T
believes it can better serve both customers and shareowners.
[AT&T LOGO]
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Not everything will change. All four companies will share the strength of
the AT&T brand. They'll continue to work together and bundle each other's
services. They'll commit to the same high standards of quality and customer
service.
But by becoming separate companies, these organizations can better face
competitive challenges, shape products around the needs of their customers,
and set priorities for the markets they serve. They can establish their own
earnings objectives, and raise capital to fuel their growth.
In short, these companies will have the freedom and flexibility to seize
innovative business opportunities in a way that's not possible today.
It's the next logical step in the transformation of AT&T: bringing a new
generation of communications and information services to American families
and businesses.
# # #
In connection with these transactions, AT&T will be filing proxy statements,
tender offer statements and other materials with the Securities and Exchange
Commission. Security holders are urged to read these materials when they
becomes available because they will contain important information. Investors
and security holders may obtain a free copy of these materials when they
become available as well as other materials filed with the Securities and
Exchange Commission concerning AT&T at the Securities and Exchange
Commission's website at http://www.sec.gov. In addition, these materials and
other documents may be obtained for free from AT&T by directing a request to
AT&T at 295 North Maple Drive, Basking Ridge, NJ 07920; Attn: Investor
Relations.
AT&T and its officers and directors may be deemed to be participants in the
solicitation of proxies from AT&T's shareholders with respect to these
transactions. Information regarding such officers and directors is included
in AT&T's proxy statement for its 2000 annual meeting of stockholders filed
with the Securities and Exchange Commission on March 27, 2000. This document
is available free of charge at the SEC's internet site or from AT&T as
described above.
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* A W E E X C H A N G E O F F E R
October 2000
FAST FACTS
WHAT'S HAPPENING?
In April, AT&T issued AWE, a tracking stock designed to reflect the economic
performance of AT&T's wireless services business.
As Mike Armstrong discussed at the Shareowner's Meeting in May, the company
is proceeding through a series of steps to distribute tracking shares in the
Wireless Group.
The first step was an Initial Public Offering in which 360 million shares
were sold, raising $10.6 billion for wireless operations.
We expect the next step-an exchange offer-will soon be underway. You will
have the opportunity to exchange shares of AT&T (stock symbol "T") for
tracking shares of the AT&T Wireless Group (stock symbol "AWE"), subject to
proration if more shares are requested than are made available in the offer.
The management of AT&T believes that this exchange offer provides benefits
to both the company and its shareowners. As a result of this exchange, the
company should be able to retire a substantial amount of AT&T common stock,
which could positively impact earnings per share in the future. At the same
time, the additional tracking shares in AWE issued through this exchange
could substantially increase the liquidity of that stock in the market,
which could benefit shareowners over time.
[AT&T LOGO}
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As a tracking stock, AWE continues to be part of AT&T, and shareowners in
AWE maintain voting rights in AT&T. Over the next year, however, the AT&T
board of directors has announced plans to launch Wireless services as a
separate independent company. Any AWE tracking shares you own at that time
would be converted into shares in the new company.
YOU DO NOT NEED TO DO ANYTHING NOW!
By early next year, AT&T plans to send materials describing the exchange
offer in more detail. After reading those materials, you may decide whether
or not you wish to participate.
Please note that this exchange is completely voluntary. You will be able to
choose to exchange none, some, or all of your AT&T shares.
AT&T expects to offer shareowners the opportunity to exchange their current
AT&T shares for a total of at least $10 billion of AT&T's economic interest
in AWE.
After the completion of this exchange offer and any additional sale or other
disposition, AT&T will distribute later in 2001 its remaining interest in
AT&T Wireless tracking stock to AT&T shareowners.
# # #
In connection with these transactions, AT&T will be filing proxy statements,
tender offer statements and other materials with the Securities and Exchange
Commission. Security holders are urged to read these materials when they
becomes available because they will contain important information. Investors
and security holders may obtain a free copy of these materials when they
become available as well as other materials filed with the Securities and
Exchange Commission concerning AT&T at the Securities and Exchange
Commission's website at http://www.sec.gov. In addition, these materials and
other documents may be obtained for free from AT&T by directing a request to
AT&T at 295 North Maple Drive, Basking Ridge, NJ 07920; Attn: Investor
Relations.
AT&T and its officers and directors may be deemed to be participants in the
solicitation of proxies from AT&T's shareholders with respect to these
transactions. Information regarding such officers and directors is included
in AT&T's proxy statement for its 2000 annual meeting of stockholders filed
with the Securities and Exchange Commission on March 27, 2000. This document
is available free of charge at the SEC's internet site or from AT&T as
described above.
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* FOR MORE INFORMATION
October 2000
FAST FACTS
NEED MORE DETAIL NOW?
As AT&T proceeds through the various stages of launching these new
companies, it will provide additional information to shareowners.
Please note that the enclosed materials only provide a short summary of the
major points that may affect most investors. More detail will be provided in
other materials that will be provided over the next several months, which we
encourage shareowners to read.
As it becomes available, up-to-date information will be posted on AT&T's
Investor Relations Web site, located at http://www.att.com/ir. You can also
visit the Web site to help you manage and review your account. In addition,
Shareowner Services representatives are available by phone to answer
questions about your account at 1.800.348.8288.
IF YOU NEED MORE DETAIL NOW, PLEASE VISIT THE AT&T INVESTOR RELATIONS WEB
SITE AT:
http://www.att.com/ir
FOR A SUMMARY OF INFORMATION ABOUT AT&T'S WIRELESS BUSINESS, VISIT THE AT&T
WIRELESS INVESTOR RELATIONS WEB SITE AT:
http://www.att.com/wirelessir
(Please see other side)
[AT&T LOGO]
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# # #
In connection with these transactions, AT&T will be filing proxy statements,
tender offer statements and other materials with the Securities and Exchange
Commission. Security holders are urged to read these materials when they
becomes available because they will contain important information. Investors
and security holders may obtain a free copy of these materials when they
become available as well as other materials filed with the Securities and
Exchange Commission concerning AT&T at the Securities and Exchange
Commission's website at http://www.sec.gov. In addition, these materials and
other documents may be obtained for free from AT&T by directing a request to
AT&T at 295 North Maple Drive, Basking Ridge, NJ 07920; Attn: Investor
Relations.
AT&T and its officers and directors may be deemed to be participants in the
solicitation of proxies from AT&T's shareholders with respect to these
transactions. Information regarding such officers and directors is included
in AT&T's proxy statement for its 2000 annual meeting of stockholders filed
with the Securities and Exchange Commission on March 27, 2000. This document
is available free of charge at the SEC's internet site or from AT&T as
described above.
