Exhibit 2
---------
DALLAS S. CLEMENT Cox Communications, Inc.
Senior Vice President 1400 Lake Hearn Drive, N.E.
Strategy and Development Atlanta, Georgia 30319
(404) 843-5677
(404) 847-6029 fax
[email protected]
January 11, 2001
[COX COMMUNICATIONS LOGO]
FAX AND FEDERAL EXPRESS
-----------------------
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Attention: Marilyn Wasser, Esq.
Vice President -- Law and Corporate Secretary
Dear Marilyn:
Reference is hereby made to the letter agreement dated March 28, 2000
among At Home Corporation, AT&T Corp., Comcast Corporation, Cox Communications,
Inc. and certain of their respective subsidiaries (the "Letter Agreement") and
the term sheets attached thereto as Annexes A, B and C (collectively, the "Term
Sheets"). Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Letter Agreement and Term Sheets.
In accordance with the terms and provisions of the Letter Agreement and
the Term Sheet attached thereto as Annex A ("Term Sheet Annex A"), Cox hereby
provides notice to AT&T of its exercise of the Put with respect to all Series A
Shares owned directly or indirectly by Cox, which Series A Shares are presently
held by Cox @Home, Inc. ("Cox @Home").
Cox is electing to have the purchase price under the Put paid in AT&T
Shares, the precise number of which shall be calculated in accordance with the
terms of paragraph 1(b) of Term Sheet Annex A. To facilitate such an arrangement
in accordance with paragraph 1(c) of Term Sheet Annex A, Cox proposes that it
exchange its shares of Cox @Home with AT&T for AT&T Shares in a transaction
intended to qualify as a tax-free reorganization under Section 368 of the
Internal Revenue Code. Based on current market conditions Cox has assumed that
the purchase price under the Put will be calculated on the basis of $48 per
Series A Share.
Notwithstanding this notice, our primary interest continues to be the
transaction regarding Excite@Home that Cox and AT&T have been considering for
the past six months. This notice is being sent in order to preserve Cox's
position in the event that Cox and AT&T are not able to agree to terms for that
preferred transaction.
<PAGE>
Please feel free to call me at (404) 843-5677 to discuss the foregoing.
Very truly yours,
COX COMMUNICATIONS, INC.
By: /s/Dallas S. Clement
---------------------------
Name: Dallas S. Clement
Title:Senior Vice President
