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.
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(C) 2002 AT&T All Rights Reserved [recycling logo]
4900-BROC-02 Printed on recycled paper