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 26, 2000
MATERIALS POSTED ON THE REGISTRANT'S WEBSITE
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AT&T SHAREOWNER SERVICES
WEB Q/A - ANNOUNCEMENTS
WHAT IS AT&T DOING?
On October 25, 2000, AT&T announced plans to create four publicly held companies
from its current business groups:
- AT&T WIRELESS, a leading provider of digital wireless services in the US
- AT&T CONSUMER, built on our existing long-distance business
- AT&T BROADBAND, created from the company's current cable assets
- AT&T BUSINESS, combining investments in business communications and
networking
AT&T's Board of Directors has determined that it can better serve customers and
shareowners by allowing these companies to do business separately. Under this
new structure, each company will have complete responsibility for its individual
product area and will not need to compete with other AT&T business units for
capital resources. This will allow each new company to set priorities for the
markets it serves.
AFTER THE FOUR NEW COMPANIES HAVE BEEN ESTABLISHED, IS THERE STILL GOING TO BE A
SINGLE CENTRAL AT&T?
Yes. When all four companies have been established, AT&T will trade on the NYSE
under the familiar "T" symbol. AT&T Business will be the principal unit
represented by "T" and it will be the legal owner of the AT&T brand, which it
will license to the other units. The three other individual companies created
under this announcement will still share the AT&T brand, and have licensing and
other cooperative agreements for working together. All the companies will also
have access to common research resources, and will commit to the same high
standards of quality. At the same time, they are fully independent companies,
which allows them to operate with the flexibility they need in their individual
markets.
WILL AT&T SHAREOWNERS RECEIVE SHARES IN ALL THESE COMPANIES?
AT&T is proceeding through a series of steps that are designed to complete the
creation of these four companies. Provided all necessary regulatory and other
approvals are received, AT&T shareowners will have the opportunity to exchange
AT&T shares for shares in the Wireless tracking stock (subject to proration),
and will receive shares in a Consumer tracking stock as well as in a new
Broadband stock. Then, as presented in the business plan, what is now known as
"T" would then come to represent the assets of AT&T Business.
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HOW MANY SHARES WILL SHAREOWNERS GET? WHEN WILL THEY BE DISTRIBUTED?
It is the intention of AT&T's management to ensure that shareowners receive a
distribution for each company, based on their investment in AT&T at the time of
the distribution. Shareholders will be notified by mail as soon as the
distribution plans have been finalized.
The distribution of shares in the new companies doesn't all happen at once.
Completion of the creation of the three new companies will take anywhere from
18-24 months depending on the timing of regulatory and other approvals. Shares
will be distributed as soon as appropriate at different stages in the process.
WILL A SHAREOWNER BE ABLE TO BUY AND SELL SHARES IN ONE COMPANY, BUT NOT IN
ANOTHER?
Yes, each of these will be a publicly traded security and can be bought and sold
like any other stock. Once shares are distributed, you are free to sell or hold
them at anytime.
WHAT WILL BE THE TAX CONSEQUENCE OF THIS SHARE DISTRIBUTION?
AT&T expects that any shares you receive should be tax-free under U.S. tax
laws. Please consult your tax advisor for additional information.
WILL THESE COMPANIES OFFER DIVIDENDS?
Each company will institute dividend and shareowner policies that are
appropriate within their individual markets. Factors such as financial
performance, capital structures and dividend policies of comparable companies
and each company's on-going capital needs will be reviewed by the board of
directors. They expect to complete their review by the end of the year.
HOW CAN SHAREOWNERS DETERMINE THEIR COST BASIS IN THESE COMPANIES AFTER THESE
TRANSACTIONS ARE COMPLETED?
At an appropriate time in the future, the existing cost basis guide on the AT&T
web site will be updated to explain how to calculate the cost basis of the new
companies. The cost basis guide will also be printed and mailed to shareowners
along with share statements issued in the new companies.
WHERE DO I GO FOR ADDITIONAL INFORMATION ON THESE CHANGES?
For additional information on these dynamic changes, please continue to visit
our web site at www.att.com for information about AT&T, including company news
and details on products and services or www.att.com/ir for up to the minute
information for shareowners and the financial community.
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# # #
The foregoing are "forward-looking statements" which are based on management's
beliefs as well as on a number of assumptions concerning future events made by
and information currently available to management. The audiences are cautioned
not to put undue reliance on such forward-looking statements, which are not a
guarantee of performance and are subject to a number of uncertainties and other
factors, many of which are outside AT&T's control, that could cause actual
results to differ materially from such statements. For a more detailed
description of the factors that could cause such a difference, please see AT&T's
filings with the Securities and Exchange Commission. AT&T disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. This
information is presented solely to provide additional information to further
understand the results of AT&T.
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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AT&T SHAREOWNER SERVICES
WEB EXCHANGE QA
QUESTIONS AND ANSWERS ABOUT THE WIRELESS EXCHANGE OFFER
WHAT IS THE AWE EXCHANGE OFFER?
In April, AT&T issued shares of AWE, a tracking stock designed to reflect the
economic performance of AT&T's wireless services business. The first step was an
Initial Public Offering (IPO), in which 360 million shares were sold, raising
$10.6 billion for wireless operations. The next step is expected to soon be
underway. AT&T shareholders will have the opportunity to voluntarily exchange
AT&T shares for AWE shares, subject to proration if more shares are requested
than are made available in the offer. By early next year, AT&T plans to send to
shareowners materials describing the exchange offer.
NO ACTION IS REQUIRED BY AT&T SHAREOWNERS AT THIS TIME.
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WHY DID AT&T CHOOSE TO CONDUCT THE EXCHANGE OFFER?
The exchange offer of at least $10 billion of AT&T Wireless Group Tracking stock
is an important element of the overall plan to restructure AT&T's economic
interest in our AT&T Wireless Group subsidiary in order to realize some of the
economic value arising from AT&T's ownership of AT&T Wireless Group.
HOW WILL THE EXCHANGE OFFER AFFECT AT&T SHAREOWNERS?
The exchange offer will provide AT&T shareowners an opportunity to increase
their interest in the financial performance of AT&T Wireless Group by exchanging
shares of AT&T Common Stock for shares of AT&T Wireless Group Tracking stock,
subject to proration.
HOW MANY SHARES OF AT&T WIRELESS GROUP TRACKING STOCK WILL SHAREOWNERS RECEIVE
FOR EACH SHARE OF AT&T COMMON STOCK?
This "exchange ratio" will be determined and announced later. Shareowners will
receive information explaining terms of the exchange as soon as it is available.
CAN SHAREOWNERS EXCHANGE ONLY A PORTION OF THEIR SHARES OF AT&T COMMON STOCK?
Yes. This is a voluntary exchange offer. Shareowners may tender some, all or
none of their shares of AT&T Common Stock in the exchange offer, although
proration in this offer may mean that shareowners cannot tender all of their
shares.
WHAT WILL HAPPEN TO SHARES OF AWE AFTER AT&T WIRELESS BECOMES A SEPARATE
COMPANY?
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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 company.
Any AWE tracking shares you own at that time would be converted into shares in
the new company.
WILL SHAREOWNERS BE TAXED ON THE SHARES OF AT&T WIRELESS GROUP TRACKING STOCK
THEY RECEIVE IN THIS EXCHANGE OFFER?
The exchange of AT&T for AWE should be tax-free under US law to stockholders who
participate in the exchange offer.
# # #
The foregoing are "forward-looking statements" which are based on management's
beliefs as well as on a number of assumptions concerning future events made by
and information currently available to management. The audiences are cautioned
not to put undue reliance on such forward-looking statements, which are not a
guarantee of performance and are subject to a number of uncertainties and other
factors, many of which are outside AT&T's control, that could cause actual
results to differ materially from such statements. For a more detailed
description of the factors that could cause such a difference, please see AT&T's
filings with the Securities and Exchange Commission. AT&T disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. This
information is presented solely to provide additional information to further
understand the results of AT&T.
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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