-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJIXu8/qovcoKwP8XBLhaM/uvNQKQ7zggwIOSRL8pv1sckZGihdBNd2PGuovGeOc ZQOkk85v3KBvGMLAMc6OCw== 0000898822-02-001268.txt : 20021030 0000898822-02-001268.hdr.sgml : 20021030 20021030165427 ACCESSION NUMBER: 0000898822-02-001268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01105 FILM NUMBER: 02803459 BUSINESS ADDRESS: STREET 1: 900 ROUTE 202/206 NORTH CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9085321900 MAIL ADDRESS: STREET 1: 900 ROUTE 202/206 NORTH CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 8-K 1 oct29form8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2002 AT&T CORP. (Exact Name of Registrant as Specified in Charter) New York (State or Other Jurisdiction of Incorporation) 1-1105 13-4924710 (Commission File Number) (IRS Employer Identification No.) 900 Routes 202-206 North 07921 Bedminster, New Jersey (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (908) 221-2000 Not Applicable (Former Name or Former Address, If Changed Since Last Report) ITEM 5. OTHER EVENTS. On October 30, 2002, AT&T Corp. issued a press release, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit 99.1 Press Release, dated October 30, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 30, 2002 AT&T CORP. (Registrant) By: /s/ Robert S. Feit ---------------------------------- Name: Robert S. Feit Title: Vice President--Law and Secretary EXHIBIT INDEX 99.1 Press Release, dated October 30, 2002. EX-99 3 oct30pressrelease.txt PRESS RELEASE News Release For more information, contact: Eileen Connolly - AT&T Investor Relations 908-234-8510 William Dordelman - Comcast Corporation 215-981-7550 Ken Mikalauskas - Comcast Corporation 215-981-7541 FOR IMMEDIATE RELEASE AT&T AND COMCAST ANNOUNCE INTEREST RATES AND EXCHANGE RATIOS FOR EXCHANGE OFFER IN CONNECTION WITH AT&T COMCAST TRANSACTION BEDMINSTER, N.J. AND PHILADELPHIA - AT&T (NYSE: T) and Comcast Corporation (Nasdaq: CMCSA, CMCSK) today announced the exchange ratios and interest rates for the Broadband Eligible Note portion of AT&T's pending exchange offer relating to an aggregate of $11.8 billion of its existing debt securities. The exchange offer is a part of the planned combination of Comcast and AT&T Broadband (the "AT&T Comcast Transaction"). The exchange offer and withdrawal rights will expire at 12:00 midnight, New York City time, on November 1, 2002 unless extended. AT&T will announce any extensions by press release or other permitted means no later than 9:00 a.m., New York City time, the business day after expiration of the exchange offer for that series of notes. Holders may withdraw any notes tendered until the expiration of the exchange offer for that series of notes. If the exchange offer is extended as to any series of Broadband Eligible Notes, the exchange ratios and interest rates applicable to such Broadband Eligible Notes will be recalculated based on the relevant exchange spread, credit spread and reference U.S. Treasury rates on the date two business days prior to the expiration of the extended exchange offer. Information in this press release assumes an expiration date for the exchange offer of November 1, 2002 and a settlement date for the exchange offer of November 6, 2002. The following table sets forth certain information relating to the calculation of the coupon on the New Broadband Notes:
REFERENCE U.S. NEW BROADBAND REFERENCE U.S. TREASURY CREDIT NOTES CUSIP NO. TREASURY YIELD SPREAD COUPON -------- ------------- --------- ------ ------ 8.279% Notes 00209TAA3 4.375% US Treasury 3.929% 4.35% 8.279% Due 2013 Note Due 08/15/12 9.401% Notes 00209TAB1 5.375% US Treasury 5.001% 4.40% 9.401% Due 2022 Note Due 02/15/31
1 The following table sets forth certain information relating to the calculation of the exchange ratios:
EXCHANGE PRICE OF BROADBAND BROADBAND ELIGIBLE REFERENCE ELIGIBLE NOTE REFERENCE U.S. NOTE AT U.S. TREASURY EXCHANGE EXCHANGE EXCHANGE EXCHANGE TREASURY YIELD SPREAD YIELD YIELD RATIO -------- -------- -------- ------- -------- ------- BROADBAND ELIGIBLE NOTES 7.00% Notes Due May 15, 2005...................... 6.50% US 1.958% 2.85% 4.808% $1,051.52 1.05152 Treasury Note Due 05/15/05 7.50% Notes Due 2006...... 4.625% US 2.371% 3.40% 5.771% $1,055.00 1.05500 Treasury Note Due 05/15/06 7.75% Notes Due March 1, 2007...................... 6.25% US 2.623% 3.40% 6.023% $1,064.70 1.06470 Treasury Note Due 02/15/07 6.00% Notes Due 2009...... 5.50% US 3.343% 2.65% 5.993% $1,000.28 1.00028 Treasury Note Due 05/15/09 8.125% Debentures Due January 15, 2022.......... 5.375% US 5.001% 3.15% 8.151% $997.31 0.99731 Treasury Bond Due 02/15/31 8.125% Debentures Due July 15, 2024.................. 5.375% US 5.001% 3.20% 8.201% $992.16 0.99216 Treasury Bond Due 02/15/31 8.35% Debentures Due 2025.. 5.375% US 5.001% 3.35% 8.351% $999.70 0.99970 Treasury Bond Due 02/15/31 8.625% Debentures Due December 1, 2031.......... 5.375% US 5.001% 3.35% 8.351% $1,029.66 1.02966 Treasury Bond Due 02/15/31
As described in the Prospectus dated October 4, 2002, the exchange ratios and interest rates were based upon spreads determined as of the date of the Prospectus over the relevant reference U.S. Treasury rates in effect at 2:00 p.m. on October 30, 2002, which is two business days prior to the assumed expiration of the exchange offers. If more than the proration percentage of any series of Broadband Eligible Notes is tendered and not withdrawn by the applicable expiration date, notes of that series will be accepted for exchange on a prorated basis. The following table sets forth the CUSIP numbers for the existing Broadband Eligible Notes, the Broadband Exchange Notes to be issued on the settlement date for the exchange offer, and the New Broadband Notes to be issued upon closing of the AT&T Comcast Transaction: CUSIP NO. --------- BROADBAND ELIGIBLE NOTES 7.00% Notes Due May 15, 2005 001957AS8 7.50% Notes Due 2006 001957AP4 7.75% Notes Due March 1, 2007 001957AR0 6.00% Notes Due 2009 001957AV1 8.125% Debentures Due January 15, 2022 001957AJ8 8.125% Debentures Due July 15, 2024 001957AK5 8.35% Debentures Due 2025 001957AQ2 8.625% Debentures Due December 1, 2031 001957AL3 BROADBAND EXCHANGE NOTES 7.00% Notes Due May 15, 2005 00209UAA0 7.50% Notes Due 2006 00209UAB8 7.75% Notes Due March 1, 2007 00209UAC6 6.00% Notes Due 2009 00209UAD4 8.125% Debentures Due January 15, 2022 00209UAE2 8.125% Debentures Due July 15, 2024 00209UAF9 8.35% Debentures Due 2025. 00209UAG7 8.625% Debentures Due December 1, 2031 00209UAH5 NEW BROADBAND NOTES 8.279% Notes Due 2013 00209TAA3 9.401% Notes Due 2022 00209TAB1 The following table sets forth the CUSIP numbers for the existing AT&T Eligible Notes and the New AT&T Notes to be issued on the settlement date for the exchange offer. Investors are reminded that the New AT&T Notes will have the same coupon and maturity date as the existing AT&T Eligible Notes until the closing of the AT&T Comcast Transaction: AT&T ELIGIBLE NOTES 5.625% Notes Due March 15, 2004 001957AU3 6.75% Notes Due April 1, 2004 001957AM1 7.75% Medium-Term Notes, Series A Due May 15, 2025 00206QAP9 8.00% Medium-Term Notes, Series A Due May 15, 2025 00206QAN4 6.50% Notes Due March 15, 2029 001957AW9 FRN Medium-Term Notes, Series A Due 2054 00206QAE4 (spread over commercial paper: -.15%) NEW AT&T NOTES 6.375% Notes Due March 15, 2004 001957BE8 7.50% Notes Due April 1, 2004 001957BF5 8.35% Medium-Term Notes, Series A Due May 15, 2025 00206QAR5 8.60% Medium-Term Notes, Series A Due May 15, 2025 00206QAS3 6.50% Notes Due March 15, 2013 001957BJ7 FRN Medium-Term Notes, Series A Due 2054 00206QAT1 (spread over commercial paper: +.45%) The terms of the exchange offer and other information relating to AT&T and Comcast are set forth and incorporated by reference in the Prospectus and should be read carefully, including the risk factors contained and incorporated by reference in the Prospectus. Copies of the Prospectus and the related letters of transmittal may be obtained from D.F. King & Co., Inc., the Information Agent at (212) 269-5550 or (866) 868-2409. None of the Boards of Directors of AT&T Corp., Comcast Corporation or the additional registrants is making, and none of them have authorized any Dealer Manager or any other person to make (a) any recommendation as to whether holders should tender eligible notes in the exchange offer, (b) any prediction as to the price at which the New AT&T Notes, the Broadband Exchange Notes or the New Broadband Notes will trade on a when-issued basis, at initial issuance or thereafter, or (c) any prediction as to the price at which any eligible notes not tendered or not accepted in the exchange offer will trade after the expiration of the exchange offer, or as to the price at which they would trade if the exchange offer is not completed. The additional registrants are AT&T Broadband Corp., MediaOne Group, Inc., AT&T Broadband, LLC, AT&T Comcast Corporation and Comcast Cable Communications, Inc. The Dealer Managers for this transaction are, in alphabetical order: Credit Suisse First Boston, Deutsche Bank Securities, Goldman, Sachs & Co., JPMorgan, Merrill Lynch and Morgan Stanley. EXCHANGE AGENT LUXEMBOURG EXCHANGE AGENT The Bank of New York The Bank of New York (Luxembourg) Corporate Trust Reorganization Unit S.A. 101 Barclay Street, 7E Aerogolf Center-1A, Hoehenhof New York, New York 10286 L-1736 Senningerberg Attn: Kin Lau Luxembourg Toll Free: (800) 254-2826 Attn: Sunjeeve D. Patel Telephone: (212) 815-3750 Telephone: 44 207 964 6337 Facsimile: (212) 298-1915 Facsimile: 44 207 964 6399 INFORMATION AGENT D.F. King & Co., Inc. 77 Water Street, 20th Floor New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll Free: (866) 868-2409 D.F. King (Europe) Limited 2 London Wall Buildings - 2nd Floor London EC2M5PP Telephone: 44 207 920 9700 The Dealer Managers for the exchange offer are, in alphabetical order, as follows:
CREDIT SUISSE FIRST BOSTON DEUTSCHE BANK SECURITIES GOLDMAN, SACHS & CO. 11 Madison Avenue 31 West 52nd Street 85 Broad Street New York, New York 10010 New York, New York 10019 New York, New York 10004 Attn: Liability Management Attn: Liability Attn: Liability Group Management Group Management Group Toll Free: (800) 820-1653 Toll Free: (866) 627-0391 Toll Free: (877) 686-5059 Collect: (212) 325-2537 International: 44 207 545 Collect: (212) 902-0041 8011 JPMORGAN MERRILL LYNCH & CO. MORGAN STANLEY 270 Park Avenue 4 World Financial Center 1585 Broadway New York, New York 10017 New York, New York 10080 New York, New York 10036 Attn: Liability Management Attn: Liability Attn: Liability Group Management Group Management Group Toll Free: (866) 834-4666 Toll Free: (888) 654-8637 Toll Free: (800) 624-1808 Collect: (212) 834-4851 Collect: (212) 449-4914 Collect: (212) 761-2219
This press release is neither an offer to exchange nor a solicitation of an offer to exchange the securities. The exchange offer is made only by the Prospectus dated October 4, 2002 and the related letters of transmittal and is not being made to, and tenders will not be accepted from or on behalf of, holders of the securities in any jurisdiction for which the making or acceptance of the exchange offer would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer shall be deemed to be made on behalf of AT&T by the Dealer Managers or their affiliates licensed under the laws of the relevant country or jurisdiction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. -----END PRIVACY-ENHANCED MESSAGE-----