EX-99.8 11 e56461a2ex99-8.txt ADDITIONAL SOLICITATION MATERIAL EXHIBIT 99.8 AT&T ANNUAL MEETING OF SHAREHOLDERS - [DATE], 2002 IMPORTANT INFORMATION FOR AT&T SHAREHOLDERS [picture of woman on phone] [picture of family relaxing together] [picture of Comcast remote control device] [picture of three children gathered around a laptop computer] Vote Now by Telephone, Internet, or Mail! YOUR VOTE IS IMPORTANT! [AT&T logo] EXACTLY WHAT IS You are being asked to vote on normal annual meeting business BEING VOTED ON? and several special management proposals that would authorize the proposed restructuring of AT&T. MERGER PROPOSAL - Approve the merger proposal that would combine the assets of AT&T Broadband and Comcast Corporation to create a new corporation called AT&T Comcast Corporation. This merger will create the world's premier broadband communications company. AT&T CONSUMER SERVICES GROUP TRACKING STOCK - Authorize the creation of a tracking stock that is intended to reflect the financial performance of AT&T's Consumer Services businesses (such as AT&T consumer long distance service and AT&T Worldnet (R)). - Approve the establishment of incentive and employee stock purchase plans related to the Consumer tracking stock. REVERSE STOCK SPLIT - Approve an amendment to AT&T's charter to effect a one-for- five reverse split of AT&T's common stock at the discretion of the board of directors. OTHER ANNUAL MEETING BUSINESS - Elect directors for the next year, ratify the appointment of auditors, and vote on proposals submitted by AT&T shareholders. [picture of young girl on phone] YOUR VOTE IS IMPORTANT ON ALL OF THESE PROPOSALS. HOW WILL THE If you continue to hold your shares of AT&T common stock and APPROVAL OF AT&T completes the proposed merger transaction with Comcast, THE PROPOSALS creates and issues the Consumer tracking stock and undertakes IMPACT AT&T the reverse stock split as described on the proxy statement/ SHAREHOLDERS? prospectus, you will own shares* of three different stocks: NEW - AT&T Comcast Corporation common stock -- issued as a result of the merger following a stock dividend of AT&T Broadband NEW - AT&T Consumer Services Group tracking stock -- issued as a stock dividend - "New" AT&T Corp. Common Stock issued as a result of the reverse stock split-- in exchange for "Old" AT&T Corp. Common Stock (see details below). [CHART with border "As a result of the AT&T Comcast transaction and the issuance of AT&T Consumer Services Group tracking stock" AT&T Common Stock HOLDERS WOULD HOLDERS WILL HOLDERS WOULD RECEIVE CONTINUE TO HOLD RECEIVE | | | | | | V V V AT&T Comcast AT&T Common AT&T Consumer Stock Stock Services Group Tracking Stock ] [side-by-side with CHART with border "As a result of the stock split" As a result of the stock split [ ][ ][ ][ ][ ] 5 Shares "Old" AT&T Common Stock WILL BE EXCHANGED FOR | | V 1 Share "New" AT&T Common Stock ] HOW DOES THE Over the past several years, AT&T has undertaken several REVERSE STOCK significant restructuring initiatives, including the split- SPLIT WORK? off of AT&T Wireless and the proposed merger of AT&T Broadband and Comcast Corporation to create AT&T Comcast Corporation. Last year, AT&T distributed shares in AT&T Wireless to shareholders, and will distribute shares of AT&T Broadband as part of the AT&T Comcast transaction. The value received by shareholders through these various distributions has the effect of reducing the stock price of AT&T Common Stock. The intention of the reverse stock split is to bring the price of AT&T more in line with customary stock trading levels, including other companies within the Dow Index and S&P 500 and other NYSE companies. A reverse stock split does not change the value of a shareholder's ownership in a company; it is simply a mathematical adjustment that decreases the number of AT&T outstanding shares by the approved ratio, while increasing the economic interest represented by each share proportionally. THE OVERALL ECONOMIC INTEREST REPRESENTED BY YOUR SHARES STAYS THE SAME. For example, the proposed 1-for-5 split would result in a shareowner owning one share for every five shares owned before the split. At the same time, the economic interest represented by each share of AT&T common stock would be five times the economic interest represented by a share before the reverse stock split. *To the extent that you are entitled to any fractional share of either of the new securities, you may receive a check for the net proceeds resulting from the sale of that fractional share. WHAT DO RIGHT NOW SHAREHOLDERS - Read the proxy statement/prospectus carefully. NEED TO DO? - Vote on the proposals. Please follow the instructions on the enclosed proxy card or voting instruction form to cast your vote. ONCE THE TRACKING STOCK PROPOSAL AND MERGER TRANSACTIONS ARE APPROVED At the time the AT&T board of directors announces any of the proposed transactions, whether the issuance of the AT&T Consumer Services Group tracking stock, the anticipated completion of the merger transaction or the reverse stock split, they will announce a "record date" and a "distribution date." It is important for you to understand how this works. - If your shares are held in a bank or brokerage account and you are considering buying or selling AT&T common stock around the time of the stock dividend distribution, the timing of your transaction is very important. If you sell your shares after the record date and before the distribution date you may not be eligible to receive the stock dividend, depending upon how your broker handles the sale. Please contact your broker to ensure that your transaction is executed properly. - If you are a registered shareholder -- in other words, your shares are owned directly with AT&T and not held in a bank or brokerage account -- you must own AT&T common stock at the close of the market on the record date to be eligible for the stock distribution. [picture of young man holding football and watching television] *To the extent that you are entitled to any fractional share of either of the new securities, you may receive a check for the net proceeds resulting from the sale of that fractional share. Some shareholders may receive only a check for the net proceeds if they own a number of AT&T shares that would result in only a fraction of a share of the stock dividend or a fraction of a share of AT&T common stock as a result of the reverse split. MAKE SURE THREE EASY WAYS TO VOTE YOUR VOTE IS COUNTED! - VOTE BY TELEPHONE VOTE NOW! - VOTE ON THE INTERNET - MAIL IN YOUR PROXY CARD Most shareholders are now able to vote their proxies by telephone or via the Internet. Please refer to your proxy card (or voting instruction form if your shares are held in a bank or brokerage account) to determine if you can use one of these convenient and secure electronic forms of voting. Electronic voting can save you time while saving money for your Company. If you vote by telephone or Internet, it is not necessary to return your proxy card. Your vote must be received in time for the Annual Meeting on [date], 2002. O PLEASE NOTE THAT TO CAST YOUR VOTE [picture of couple FOR THESE PROPOSALS, YOU MUST VOTE. watching television, man holds remote] O IF YOU TAKE NO ACTION, IT WILL, IN EFFECT, BE COUNTED AS A VOTE AGAINST THE MERGER TRANSACTIONS AND THE TRACKING STOCK PROPOSAL If your shares are held in a bank or brokerage account, you still need to take action for your vote to be counted. Your investment representative cannot vote your shares for you with respect to any of the management proposals other you with respect to any of the management proposals other than the reverse stock split proposal -- you MUST inform your broker of your vote by submitting the voting instruction form according to the directions provided. YOUR BOARD OF DIRECTORS CONSIDERS THESE TO BE IMPORTANT DECISIONS FOR YOUR COMPANY AND RECOMMENDS A VOTE FOR THE MANAGEMENT PROPOSALS. NEED MORE The proxy statement/prospectus explains in detail how the INFORMATION? approval of the proposed amendments will affect shareholders. If you need further clarification, another copy of the proxy statement/prospectus, or a proxy card, contact the AT&T Proxy Information Center at 1-866-777-9124, or visit the AT&T Investor Relations web site at www.att.com/ir. IT IS IMPORTANT THAT YOU FULLY UNDERSTAND THESE PROPOSALS BEFORE YOU VOTE. PLEASE REVIEW THE ENCLOSED PROXY STATEMENT/ PROSPECTUS. IF YOU HAVE ELECTED TO ACCESS THESE DOCUMENTS ELECTRONICALLY IN LIEU OF RECEIVING PAPER COPIES, YOU MAY VIEW THESE DOCUMENTS AT WWW.ATT.COM/IR. YOUR VOTE IS IMPORTANT--VOTE NOW! SIGN UP FOR For your convenience, AT&T offers its registered shareholders ELECTRONIC the opportunity to electronically access annual reports, ACCESS OF proxy statements, and other documents via the Internet AT&T PROXY instead of receiving paper copies. To sign up and consent to AND OTHER electronic access, visit our web site at MATERIALS! www.att.com/ir/ir_signup.html or call 1-800-348-8288. If your shares are held in a bank or brokerage account, call your broker to request electronic access or sign up on the web at www.icsdelivery.com. UNLIMITED, AT&T SHAREHOLDER SPECIAL OFFER: AWARD-WINNING TRY IT NOW FOR ONE MONTH FREE*! INTERNET ACCESS FROM AT&T AT&T shareholders can enjoy fast, reliable, unlimited WORLDNET(R) Internet access nationwide from AT&T WORLDNET Service for SERVICE just $21.95* a month with one month FREE*! Shop, e-mail, send Instant Messages--even access your AT&T Shareholder Account and vote your AT&T proxy online. [AT&T logo] Help grow your investment with AT&T while you experience award-winning customer service and cutting-edge features from AT&T WORLDNET Service. Enjoy features like VIDEO E-MAIL that allows people to see and hear your messages for a more personal touch. Our WEB ACCESS BY PHONE feature lets you listen and respond to your e-mail, get stock quotes, sports scores, news and more from any phone at any time! To order your software, call 1-800-242-7800 or download it directly from the Internet at: HTTP://DOWNLOAD.ATT.NET/ ATTSHAREOWNER. * Free month applies to price plans $16.95 (150 hours of Internet access per month, $0.99 each additional hour) or higher and expires 12/31/02. Telephone access (including local, long distance or 800/888 facility charges) and other taxes may apply even during the free month trial. Billing automatically commences with your second month of service. Other terms and conditions apply. Offer subject to change without notice. Offer available to new customers only. (C) 2002 AT&T All Rights Reserved [recycling logo] 4900-BROC-02 Printed on recycled paper