-----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, Q/ByUDwbs/HMY/gKtEopgXwetWH1SGoH476SMO8FF3rVk5z+UfAMrpVYBb5DjJxq 6ZNzY+i8/PG1aImaQU2Icg== 0000898822-02-001330.txt : 20021112 0000898822-02-001330.hdr.sgml : 20021111 20021112080138 ACCESSION NUMBER: 0000898822-02-001330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021111 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021112 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: 02815011 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 nov11_8k.txt FORM 8-K 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): November 11, 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 (Address of Principal Executive (Zip Code) 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 November 11, 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 November 11, 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: November 11, 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 November 11, 2002. EX-99 3 nov11_8kex.txt EXHIBIT 99.1 PRESS RELEASE News Release Contacts: Eileen Connolly, AT&T 908-234-8510 William Dordelman, Comcast Corporation 215-981-7550 Ken Mikalauskas, Comcast Corporation 215-981-7541 FOR RELEASE MONDAY, NOVEMBER 11, 2002 AT&T AND COMCAST SUCCESSFULLY COMPLETE DEBT EXCHANGE OFFER BEDMINSTER, N.J. and PHILADELPHIA - AT&T (NYSE:T) and Comcast Corporation (NASDAQ:CMCSA, CMCSK) today announced that they have successfully completed the exchange and consent offer related to $11.8 billion of AT&T's existing debt. An aggregate of approximately $8.5 billion of notes were tendered and approximately $8.2 billion of notes were accepted in the exchange offer. As part of this offer, the 66 2/3 percent note consent condition was met at approximately the 90 percent level, thereby satisfying one of the last remaining conditions to the closing of the AT&T Comcast transaction. In the exchange offer, AT&T received tenders for $3.8 billion of Broadband Eligible Notes and, due to prorationing, accepted $3.5 billion. The Broadband Eligible Notes accepted will be exchanged for notes that, upon completion of the AT&T Comcast transaction, will convert into New Broadband Notes unconditionally guaranteed by AT&T Comcast Corporation and certain of its subsidiaries. AT&T and Comcast currently estimate that upon completion of the AT&T Comcast transaction, approximately $3.5 billion of New Broadband Notes will be issued, consisting of $2.4 billion of 8.375 percent Notes Due March 15, 2013 and $1.1 billion of 9.455 percent Notes Due November 15, 2022. AT&T also received tenders for $4.7 billion of AT&T Eligible Notes all of which were accepted. The AT&T Eligible Notes accepted will be exchanged for new notes that remain obligations of AT&T. "Today we have taken a significant step toward spinning off AT&T Broadband, merging it with Comcast, and creating one of the leading broadband communications, media and entertainment companies in the world," said AT&T Chairman and CEO C. Michael Armstrong. The following table sets forth the principal amount and percentage of the outstanding principal amount of each series of Broadband Eligible Notes accepted by AT&T in the exchange offer, the proration ratios for the Broadband Eligible Notes and the amount of Broadband Eligible Notes to remain outstanding after the settlement date. Amounts in the table are preliminary and assume that all notes tendered by guaranteed delivery will be received by the November 13, 2002, deadline. PRINCIPAL PERCENTAGE AMOUNT OF OF BROADBAND OUTSTANDING ELIGIBLE PRINCIPAL PRINCIPAL NOTES TO CUSIP AMOUNT AMOUNT PRORATION REMAIN NO. TENDERED TENDERED RATIO OUTSTANDING ----- --------- -------- --------- ----------- BROADBAND ELIGIBLE NOTES 7.00% Notes Due May 15, 2005.......001957AS8 $71,915,000 24.0% 1.00 $228,085,000 7.50% Notes Due 2006.......001957AP4 $180,045,000 36.0% 1.00 $319,955,000 7.75% Notes Due March 1, 2007......001957AR0 $209,555,000 41.9% 1.00 $290,445,000 6.00% Notes Due 2009.......001957AV1 $2,227,667,000 74.3% 0.88 $1,039,607,000 8.125% Debentures Due Jan. 15, 2022......001957AJ8 $181,503,000 36.3% 1.00 $318,497,000 8.125% Debentures Due July 15, 2024......001957AK5 $315,599,000 63.1% 1.00 $184,401,000 8.35% Debentures Due 2025...............001957AQ2 $138,326,000 46.1% 1.00 $161,674,000 8.625% Debentures Due Dec. 1, 2031.......001957AL3 468,191,000 69.3% 0.94 $235,882,000 The following table sets forth the principal amount and percentage of the outstanding principal amount of each series of AT&T Eligible Notes accepted by AT&T in the exchange offer and the amount of AT&T Eligible Notes to remain outstanding after the settlement date. Amounts in the table are preliminary and assume that all notes tendered by guaranteed delivery will be received by the November 13, 2002, deadline. PRINCIPAL PERCENTAGE AMOUNT OF OF AT&T OUTSTANDING ELIGIBLE PRINCIPAL PRINCIPAL NOTES TO CUSIP AMOUNT AMOUNT REMAIN NO. TENDERED TENDERED OUTSTANDING ----- -------- -------- ----------- AT&T ELIGIBLE NOTES 5.625% Notes Due March 15, 2004..001957AU3 $1,604,977,000 80.2% $395,023,000 6.75% Notes Due April 1, 2004....001957AM1 $276,144,000 69.0% $123,856,000 7.75% Medium-Term Notes, Series A Due May 15, 2025......00206QAP9 $25,000,000 100.0% -- 8.00% Medium-Term Notes, Series A Due May 15, 2025......00206QAN4 $33,112,000 66.2% $16,888,000 6.50% Notes Due March 15, 2029...001957AW9 $2,745,372,000 91.5% $254,628,000 FRN Medium-Term Notes, Series A Due 2054 ...................00206QAE4 $7,203,000 68.2% $3,360,000 Investors are reminded that the coupons and maturity dates for the Broadband Exchange Notes to be issued on the settlement date for the exchange offer are the same as for the Broadband Eligible Notes tendered, and that the New Broadband Notes will be issued in mandatory exchange for the Broadband Exchange Notes upon closing of the AT&T Comcast transaction. Investors are also reminded that the New AT&T Notes to be issued in exchange for the AT&T Eligible 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. The dealer managers for the exchange offer were, in alphabetical order, Credit Suisse First Boston, Deutsche Bank Securities, Goldman, Sachs & Co., JPMorgan, Merrill Lynch & Co. and Morgan Stanley. This press release is neither an offer to exchange nor a solicitation of an offer to exchange the securities. The exchange offer, which expired on November 8, 2002, was made only by the Prospectus dated October 4, 2002. ABOUT AT&T AT&T (www.att.com) is among the world's premier voice, video and data communications companies, serving consumers, businesses and government. Backed by the research and development capabilities of AT&T Labs, the company runs the largest, most sophisticated communications network and is the largest cable operator in the U.S. The company is a leading supplier of data, Internet and managed services for the public and private sectors, and offers outsourcing, consulting and networking-integration to large businesses and government. Serving nearly 60 million consumers, AT&T is a market leader in consumer communications services and operates AT&T WorldNet(R) Service, a leading Internet access service that has garnered several awards for outstanding performance and customer service. ABOUT COMCAST Comcast Corporation (www.comcast.com) is principally involved in the development, management and operation of broadband cable networks, and in the provision of electronic commerce and programming content. Comcast Cable is the third largest cable company in the United States serving approximately 8.5 million cable subscribers. Comcast's commerce and content businesses include majority ownership of QVC, Comcast-Spectacor, Comcast SportsNet, The Golf Channel, Outdoor Life Network, G4, a controlling interest in E! Entertainment Television and Style, and other programming investments. Comcast's Class A Special and Class A Common Stock are traded on The Nasdaq Stock Market under the symbols CMCSK and CMCSA, respectively. 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. Readers 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 Comcast's, AT&T's and Comcast'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 the Prospectus as well as AT&T's and Comcast's filings with the Securities and Exchange Commission. AT&T Comcast, AT&T and Comcast disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----