-----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, A4PHP0GiEg1u1X1WogNsrFGwxuNDekifN1VxDXH0AF5pfs0z73UcslEp/3jS05Fi KAcD5JNp8M6e+fJ//7dA6Q== 0000005907-00-000020.txt : 20000405 0000005907-00-000020.hdr.sgml : 20000405 ACCESSION NUMBER: 0000005907-00-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000329 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000404 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: SEC FILE NUMBER: 001-01105 FILM NUMBER: 593015 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 29, 2000 AT&T CORP. A New York Commission File I.R.S. Employer Corporation No. 1-1105 No. 13-4924710 32 Avenue of the Americas, New York, New York 10013-2412 Telephone Number (212) 387-5400 Form 8-K AT&T Corp. March 29, 2000 Item 5. Other Events. See Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this Form 8-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 99.1 AT&T Corp. Press Release issued March 29, 2000. Exhibit 99.2 AT&T Corp. Press Release issued March 31, 2000. Exhibit 99.3 AT&T Corp. Press Release issued April 3, 2000. Form 8-K AT&T Corp. March 29, 2000 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 thereunto duly authorized. AT&T CORP. /s/ Marilyn J. Wasser ----------------------------------- By: Marilyn J. Wasser Vice President and Secretary March 29, 2000 EX-99.1 2 EXHIBIT 99.1 - PRESS RELEASE, 03/29/2000 Exhibit 99.1 Excite@Home's Principal Cable Partners Extend Distribution Agreements, AT&T Assumes More Prominent Role FOR RELEASE WEDNESDAY, MARCH 29, 2000 NEW YORK AND REDWOOD CITY, CALIF. -- Excite@Home (Nasdaq: ATHM) and its principal cable partners - AT&T, Comcast Corporation and Cox Communications - announced today that they have agreed to new extended distribution arrangements and a reorganization of the governance of the company. This will enhance Excite@Home's decision-making and ability to capitalize on growth opportunities. Based on these new agreements, AT&T and Excite@Home have extended their relationship through 2008, and Comcast and Cox have extended their relationship with Excite@Home through 2006. The new distribution agreements reflect a common belief among Excite@Home and its cable partners that growing subscribers on high-speed cable Internet services is a key objective over the coming years. Excite@Home will be the provider of platform/connectivity services used by its principal cable partners in delivering their high-speed Internet services. Excite@Home's portal also will be featured on AT&T's high-speed Internet service start page for the length of the new agreement. In addition, Excite@Home will work with AT&T to deliver services to consumers via advanced TV, narrowband initiatives and, subject to negotiation with AT&T Wireless Group, wireless services. Overall, these new arrangements expand Excite@Home's current business model and represent a significant opportunity for the company as it provides connectivity and content distribution services in partnership with cable companies. Specifically, AT&T agreed to extend its distribution relationship with Excite@Home through 2008 and to feature the Excite@Home portal on its cable Internet service through the same period. Excite@Home will also work with AT&T to provide connectivity services to third party Internet Service Providers who want to use AT&T's platform to deliver broadband services to consumers. AT&T reiterated its intention to offer a choice of multiple service providers and portals on its high-speed Internet systems following the June, 2002 expiration of its current exclusive arrangements with Excite@Home. In addition Excite@Home will work with AT&T to deliver services to consumers via advanced TV, wireless and narrowband initiatives. The exclusivity provisions of the Comcast and Cox distribution agreements with Excite@Home remain in effect until June 2002. Comcast and Cox have also agreed to use Excite@Home to provide platform/connectivity services, and to be their featured portal, in delivering their high-speed Internet services through June, 2006. Subject to the forfeiture of certain warrants, and based on their other business considerations, Comcast and Cox will each have the right to end the exclusivity provisions and may also terminate the entire distribution arrangement beginning in June 2001. Under today's agreements, Comcast and Cox will give up certain veto rights they have at the Excite@Home board level and their representatives will resign from the board. AT&T will have the right to elect a majority of the board members and Excite@Home will amend its charter to allow board action by simple majority. The agreements announced today have been approved by a committee of the Excite@Home's independent directors, as well as by unanimous vote of the full Board. "Now, we can work even more effectively with Excite@Home to realize our common vision of putting the Internet to work for individuals, families and businesses," said C. Michael Armstrong, chairman and chief executive officer of AT&T. "We can extend Excite@Home across access platforms, add new capabilities of our own, and engage the creativity of third parties, such as content providers and other web portals, to enrich the service. Working with Excite@Home, we can bring broadband communications, information and transaction services to millions of the world's homes, offices, and shops." Brian L. Roberts, president of Comcast Corporation said, "From the outset, we have viewed Excite@Home as an invaluable strategic partner. Together, we have made significant progress in reducing installation time and in expanding the online marketing, OEM, and retail channels that have accelerated our deployment of high-speed cable Internet services. The extension of our agreements gives us clarity and the ability to continue our aggressive deployment of Comcast@Home." "From the beginning, we have combined broadband content and high-speed access to offer our customers a superior online experience," said David Woodrow, executive vice president of business development, Cox Communications. "However, this is just the tip of the iceberg in terms of how broadband information, communications, and entertainment services, combined with digital television technologies will dramatically change the way consumers use and view the Internet. We are pleased to extend our relationship with Excite@Home." "When we began deploying high-speed Internet services in 1996, many doubted that we would be able to use the cable networks to deliver broadband at a price consumers could afford. But by working closely with our cable partners, we were able to bring efficiencies to our network that lowered prices for consumers and thereby sparked a broadband explosion," said Tom Jermoluk, chairman of Excite@Home. "Now we are ready to move into the next phase of leading the broadband revolution. We have established terms of carriage for the post-exclusive period and this clarity will help drive new forms of business, such as advanced TV and connectivity, that Excite@Home can exploit in conjunction with its existing business model." The Excite@Home Board of Directors also announced its intention to withdraw plans for establishing a tracking stock for the media assets of its business. "Through the new long-term extensions of our cable agreements, we have achieved platform and content alignment with our partners," said George Bell, president and CEO, Excite@Home. "Given this clarity, we believe we are better served with a single unified company." In addition, AT&T has agreed to give Comcast and Cox the right to sell their shares in Excite@Home to AT&T for a minimum price of $48 a share any time between January 1, 2001, and June 4, 2002. Comcast and Cox each own approximately 30 million Class A shares, or about 8 percent, of Excite@Home. AT&T's purchase obligation is limited to an aggregate value of approximately $3 billion. If Excite@Home's average share price exceeds $48 for 15 days before and 15 days after Comcast or Cox exercises their right to sell, they will receive the higher price per share and the number of shares AT&T purchases will be reduced commensurately. Comcast and Cox have the right to take payment in cash or in shares of AT&T stock. Under the agreements announced today, Comcast and Cox will each receive new warrants to purchase two Series A shares for each home its system passes. These warrants will vest in installments every six months beginning in June, 2001, and be fully vested in June, 2006, if Comcast and Cox have elected to continue their extended non-exclusive distribution agreements through that period. Excite@Home will also convert about 50 million of AT&T's Series A shares into Series B shares, each of which has 10 votes. In connection with the new distribution agreements through 2008, AT&T will also have the right to purchase up to approximately 25 million Series A shares and 25 million Series B shares. As a result, AT&T will have, on a fully diluted basis, 25 percent of the economic interest in Excite@Home and 74 percent of the voting interest, as compared to the 25 percent economic interest and 56 percent voting interest it has today. Following the closing of the transactions announced today, AT&T will consolidate Excite@Home's financial results with its own. This is expected to increase AT&T's revenue in 2000 by approximately $400 million and will have no significant impact on cash earnings. However, due to the amortization of goodwill and other non-cash charges, it is expected to reduce 2000 operational earnings per share by approximately 20 cents. Reported earnings per share for 2000 are expected to be reduced by approximately 5 cents as a result of the agreements. The changes to be made to Excite@Home's charter and the issuance of additional Excite@Home stock require shareowner approval and other approvals. The companies expect these transactions to be completed by the third quarter of 2000. With more than one million cable modem subscribers, Excite@Home is setting the pace for broadband and winning the hearts of consumers worldwide who are enjoying the benefits of a high-speed, "always-on," and open connection to the Internet afforded by the @Home service. Through the combination of content and distribution, Excite@Home is changing the way consumers use and view the Internet. Recognizing their positive impact on consumers, Excite@Home and its cable partners look forward to accelerating and expanding the delivery of high-speed services. Excite@Home, the leader in broadband, offers media services through Excite Network (www.excite.com, www.bluemountain.com and other properties), and broadband subscription services through @Home (www.home.com) and @Work (www.work.home.net). The company has a worldwide footprint of 72 million cable homes under long-term contract. Excite@Home's MatchLogic subsidiary (www.matchlogic.com) offers marketers industry-leading digital advertising solutions including rich media production, targeted ad and email services, and datamart management and analysis. 2000 At Home Corporation. Excite@Home, @Home, @Work, Excite, the stylized logo and MatchLogic are trademarks of At Home Corporation and may be registered in certain jurisdictions. All other brand names are trademarks of their respective owners. AT&T Corp (www.att.com) is among the world's premier voice, video and data communications companies, serving more than 80 million customers, including consumers, businesses and government. With annual revenues of more than $62 billion and 148,000 employees, AT&T provides services to customers worldwide. Backed by the research and development capabilities of AT&T Labs the company runs the world's largest, most sophisticated communications network and has one of the largest digital wireless networks in North America. The company is a leading supplier of data and Internet services for businesses and offers outsourcing, consulting and networking-integration to large businesses. It is also one of the nation's largest Internet service providers for consumers. Through its recent cable acquisitions, AT&T will bring its bundle of broadband video, voice and data services to customers throughout the United States. Internationally, the AT&T/BT Global Venture - recently named Concert - will serve the communications needs of multinational companies and international carriers worldwide. Comcast Corporation (www.comcast.com) is principally involved in the development, management and operation of broadband cable networks and in the provision of programming content through majority ownership of QVC, Comcast-Spectacor, Comcast SportsNet, and The Golf Channel, a controlling interest in E! Entertainment Television and through other programming investments. Comcast Cable is the third largest cable company in the nation and, incorporating pending cable transactions, will serve more than 8.2 million subscribers. Comcast's Class A Special and Class A Common Stock are traded on The Nasdaq Stock Market under the symbols CMCSK and CMCSA, respectively. Cox Communications serves approximately 6 million customers nationwide, making it the nation's fifth largest cable television company. A full-service provider of telecommunications products, Cox offers an array of services, including Cox Cable; local and long distance telephone services under the Cox Digital Telephone brand; high-speed Internet access under the brands Cox@Home, Road Runner and Cox Express; advanced digital video programming services under the Cox Digital Cable brand; and commercial voice and data services via Cox Business Services. Cox is an investor in telecommunications companies including Sprint PCS and Excite@Home, as well as programming networks including Discovery Channel, The Learning Channel, Outdoor Life and Speedvision. More information about Cox Communications can be accessed on the Internet at www.cox.com. 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 the control of AT&T, Excite@Home, Comcast Corporation and Cox Communications, that could cause actual results to differ materially from such statements. The transactions described in this release are subject to shareowner and other approvals and there can be no assurance the transactions will be consummated or that the anticipated results of the transactions will be realized. For a more detailed description of the factors that could affect the companies' future results, please see the companies' filings with the Securities and Exchange Commission. The companies disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results of the companies. -##- EX-99.2 3 EXHIBIT 99.2 - PRESS RELEASE, 03/31/2000 Exhibit 99.2 AT&T-Led Consortium to Acquire 39 Percent Voting Stake in Net2Phone FOR RELEASE FRIDAY, MARCH 31, 2000 NEW YORK - An AT&T-led consortium today announced it will acquire a 39 percent voting stake in Net2Phone, the leading provider of Internet telephony and other web-based communications services. Under terms of the agreement, the consortium will purchase four million newly-issued Class A shares from Net2Phone at a price of $75 per share. In addition, the consortium will purchase 14.9 million Class A Net2Phone shares from IDT Corporation, Net2Phone's controlling shareholder, for $75 per share. Following these transactions, the consortium will have a 39 percent voting stake and a 32 percent economic stake in Net2Phone for a total cash investment of approximately $1.4 billion. In addition, the consortium and IDT have reached an agreement that gives the consortium the right of first refusal to purchase IDT's remaining stake of 10 million Class A shares in Net2Phone. If this right is exercised, the consortium will have a 59 percent voting interest and a 48 percent economic interest in Net2Phone. The consortium will also receive the option to convert IDT's remaining 10 million Class A shares into common shares. Class A shares have two votes per share, while common shares have one vote per share. AT&T plans to invest $725 million for a 51 percent interest in the consortium. Other partners -- including Liberty Media and BT -- are expected to purchase the remaining partnership interest. AT&T said it expects the transaction to be neutral to cash earnings per share and minimally dilutive to earnings per share for the next few years. "Net2Phone has established itself as the Internet's very own phone company," said AT&T Chairman and CEO C. Michael Armstrong. "It handles two out of every five calls routed over the Internet, and its award-winning communications and voice mail services are featured on the web's leading portals. Together with Net2Phone, we will develop a new generation of voice-enhanced web-based communications services. Our goal is to make telephones, web pages, and fax machines extensions of each other." "I am thrilled to be entering this strategic alliance with Mike Armstrong and his team," said Howard Jonas, chairman and CEO of IDT. "AT&T's adoption of the Net2Phone technology, along with our growing relationships with AOL and other major players in the Internet and telephony industries, provide a solid base from which we can create a standard in IP telephony which will allow the industry to move into the broadband future. We expect that the significant synergies created by these arrangements will bring value to shareholders of both companies and will ultimately benefit American consumers." "This is the ultimate proof of the transformation of telecom," said Howie Balter, CEO of Net2Phone. "AT&T, with its extended reach to every communications platform possible today, has entrusted us to enable all forms of communication with next generation IP voice technologies. We believe this is a big win for the entire communications industry as it brings next generation communicating into the new millennium with the companies that started it all." AT&T and Net2Phone plan to jointly develop new Internet voice applications for cable telephony and the business communications market. AT&T and IDT will each be granted a license to deploy Net2Phone's technologies on a guaranteed lowest cost basis. AT&T and IDT have also agreed to enter into a mutually beneficial commercial relationship. For example, they will become preferred suppliers to each other for a period of three years. AT&T will supply two-thirds of IDT's domestic voice and data communications services, and the two companies will co-locate equipment at each other's facilities. Further, IDT has reached similar commercial agreements for international services with Concert, the global joint venture of AT&T and BT. IDT expects to increase its revenue and lower its costs through these arrangements. The consortium will have the right to nominate three members to the board of directors of Net2Phone. The transaction, which has been approved by the boards of AT&T, IDT and Net2Phone, is expected to close by the third quarter 2000. The agreement is subject to the approval of federal regulatory agencies and certain other conditions. Net2Phone's shareholders must approve the 4 million new shares to be issued to the consortium. AT&T was advised by Merrill Lynch & Co., Inc. and Wachtell, Lipton, Rosen and Katz; IDT was advised by Morgan Stanley Dean Witter, Credit Suisse First Boston and by Sullivan & Cromwell; and the special committee of the board of directors of Net2Phone was advised by Salomon Smith Barney and Hughes Hubbard & Reed. Net2Phone is a leading provider of voice-enhanced Internet communications services to individuals and businesses worldwide. Net2Phone develops and markets technology and services for IP voice and e-commerce solutions for the web and other IP networks. Net2Phone's award-winning products include PC-to-phone, PC-to-fax, free PC-to-PC calling, and free voicemail capabilities. AT&T Corp (www.att.com) is among the world's premier voice, video and data communications companies, serving more than 80 million customers, including consumers, businesses and government. With annual revenues of more than $62 billion and 148,000 employees, AT&T provides services to customers worldwide. Backed by the research and development capabilities of AT&T Labs the company runs the world's largest, most sophisticated communications network and has one of the largest digital wireless networks in North America. IDT Corporation is a leading full service telecommunications company offering integrated and bundled telephone, Internet access, and Internet telephony services. The company provides global long distance telephone services in 120 countries for individuals, businesses, and other long distance carriers. IDT is also one of the country's largest Internet service companies, providing dial-up access to individuals and dedicated access to corporate customers nationwide. It recently announced plans to release Net2Phone Direct, which will enable users to place calls via the Internet using traditional telephones while still maintaining high sound quality. Net2Phone, Net2Phone Direct, and IDT are trademarks of IDT Corporation. 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 the control of AT&T, Net2Phone and IDT, that could cause actual results to differ materially from such statements. The transactions described in this release are subject to shareowner and other approvals and there can be no assurance the transactions will be consummated or that the anticipated results of the transactions will be realized. For a more detailed description of the factors that could affect the companies' future results, please see the companies' filings with the Securities and Exchange Commission. The companies disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results of the companies. ### EX-99.3 4 EXHIBIT 99.3 - PRESS RELEASE, 04/03/2000 Exhibit 99.3 AT&T Provides Guidance On AT&T Wireless Group's Mobility Unit For Immediate Release: Monday, April 3, 2000 New York -- AT&T today issued selected estimated first quarter financial information for the AT&T Wireless Group mobility unit as the company begins a series of investor presentations relating to the upcoming initial public offering of the AT&T Wireless Group. AT&T said that the AT&T Wireless Group mobility unit is expected to report first quarter revenue exceeding approximately $2.1 billion. Net wireless subscriber additions are expected to exceed 400,000 for the first quarter. And earnings before interest, taxes, depreciation and amortization (EBITDA), excluding other income, is expected to exceed $350 million for the first quarter. AT&T expects to begin an initial public offering representing a portion of the economic value of the AT&T Wireless Group this spring, depending on market and other conditions. # # # 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'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 AT&T's filings with the Securities and Exchange Commission. AT&T disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. While the registration statement relating to these securities has been filed with the Securities and Exchange Commission, it has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale 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-----