SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 8, 2001
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.)
32 Avenue of the Americas 10013-2412
New York, New York
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 387-5400
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On July 8, 2001, AT&T Corp. ("AT&T") received a proposal from Comcast
Corporation ("Comcast"), with regard to a potential transaction involving
AT&T Broadband, a copy of which is filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference. On July 9, 2001, AT&T issued a statement in
response to Comcast, a copy of which is filed as Exhibit 99.2 to this Form 8-K
and is incorporated herein by reference.
On July 18, 2001, at a regularly scheduled meeting, the AT&T Board of
Directors (the "AT&T Board") unanimously voted to reject Comcast's proposal to
acquire AT&T Broadband and instructed AT&T management to communicate that
rejection to Comcast.
AT&T announced that the AT&T Board has directed management to explore
financial and strategic alternatives relating to AT&T Broadband, including the
previously announced restructuring plans. The AT&T Board's goal in exploring
these alternatives is to provide the greatest long-term value to shareholders.
The AT&T Board also announced that it has decided to delay finalizing and
mailing to shareowners the proxy materials for its current restructuring plans.
The AT&T Board also emphasized that it remained committed to separating AT&T
Consumer and AT&T Business from AT&T Broadband and to creating a separate
tracking stock designed to represent the financial performance of AT&T Consumer.
On July 18, 2001, AT&T issued a press release, which included AT&T's response to
Comcast, a copy of which is filed as Exhibit 99.3 to this Form 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 99.1 Letter proposal from Comcast, dated July 8, 2001.
Exhibit 99.2 Statement of AT&T, dated July 9, 2001.
Exhibit 99.3 Press Release, dated July 18, 2001.
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.
AT&T CORP.
By: /s/ Robert S. Feit
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Name: Robert S. Feit
Title: General Attorney and
Assistant Secretary
Date: July 18, 2001
EXHIBIT INDEX
Exhibit 99.1 Letter proposal from Comcast Corporation, dated
July 8, 2001.
Exhibit 99.2 Statement of AT&T Corp., dated July 9, 2001.
Exhibit 99.3 Press Release, dated July 18, 2001.