HomeMy WebLinkAbout991079.tiff RIGIONAI.OI I ICE COMMUNITII4SSERVI`-D IY)RI I_lll"IT)N I!1I!ISVII.II.
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May 7, 1999N .Y
Cyndy Giauque
Assistant County Attorney
Weld County
915 10th Street 3rd Floor
Greeley,CO 80631
Dear Cyndy
As you are probably aware,it was announced May 5, 1999 that AT&T Broadband and Information Services and
Comcast Communications agreed to trade some cable systems. The Comcast Communication customers in
Colorado would be transferred to AT&T under the terms of this agreement.
Comcast Communications' operation in Colorado is not expected to become a part of AT&T Broadband and
Information Services until early next year. Before the transaction can be finalized, numerous regulatory
procedures need tc be completed. Until that time, Comcast will continue to provide our Colorado customers
with high quality service.
I will keep you infcrmed as the deal progresses and more information becomes available. For your information,
I have included copies of a news article and press releases. Please call me if you have any questions at 303-776-
2108 ext. 2111. I would gladly come to a council meeting in the near future to discuss this matter fun:her if you
would like.
Sincerely
Scott Binder
General Manager
Enclosure
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AT&T purchases MediaOne_
iin deal worth $62.5 billion „,
..
NIEDIAONE from Page 1C
tion's 67 million cable households. Who gets what Taking stock
Under terms of the deal, AT&T A look at what the bidders and ■MediaDee Group(UMG •
-
will eventually end up with about would-be bidders get out of the NYSE)$76.875,down$0.75
1,1.25 million U.S. customers. That battle for cable and Internet ■AT&T Corp.(T-NYSE)
figure includes about 11 million provider MediaOne: $56.938,up$5.375
subscribers it picked up in the TCI ■Comcast Corp.—Special
deal. Time Warner Inc. with 12 '"'`_AlikT Class A(CMCSK-Nasdaq)
million customers and Comcast 0 merger with $75.594,up$8.906
with 8 million will trail AT&T. `� Through
"It's interesting how this played cabeTV
MediaOne,solidifies lead as top
P Y cable T company,Increases its -
out,"said Linda Bannister,an ana- market for its Internet access
lyst with Edward Jones in St. Lou- service and gains local telephone the news of the deals on
is. "Comcast walks away a winner, service vIa MedaOne cable lines. Wednesday.
not a loser. And the shareholders MediaC ne AT&T closed at $55.937, up
are happy. Everyone's stock is up, $5.375. Cotacast's Special Class A
and there's no bidding war. It's a Becomes pen of nation's largest stock gained almost$9 to close at
good deal for everyone." cable TV company;stockholders get $75.906. MediaOne's stock lost 75
AT&T's Armstrong said the Me-
a total$58 billion for their shares. cents to close at$76.875.
disOne properties, which industry C CCMCAST Comcast will pay about $4,500
observers say are in excellent tech- Failed in MediaOne bid,but per AT&T subscriber over the next
nological shape,will let AT&T roll expects to gain 2 million new three years, the companies said.
out new services at an"accelerat- cable subscribers from AT&T for AT&T will pay $4,800 for each of
ed pace." For consumers such as $9.2 million. MediaOne's customers.
T(3 of Colorado's subscribers, the AT&T's winning bid for Me-
deal fits into AT&T's plans to diaOne also will mark the cable in-
launch so-called "bundled" pack- Expected to Invest$5 billion in
tter,
ages that will include cable TV,lo- AT&T,giving tan immedate market who snowballed return of Amos Ohio cable
cal and long-distance, Internet-ac- for its software that runs boxes that who in cable
cess and other services. supply cable TV,Internet access. akrystems Purchased in 1963 intourie
:Kajor questions remain for AOL and MCI WorldCom were Bos.A of the nation's largest operators,
AT&T. Among them: said to be considering a and but did •sin in-bas sold several
years
II What will become of Me- not pursue one. sin inn It was sold several years
diliOne's 1,000-person corporate ago to.0 S West for $11.4 billion
workforce in the Inverness busi- Source:AP research, qr and rechristened Media0ne.
ness park?AT&T has said it wants Hostetter resigned three yeas
to save $200 million by combining ago after ;Lillis decided to move
ModiaOne'a local operations with sues• Continental's operations to Denver
the old TCI assets still based in The AT&T-MediaOne and AT&T- but kept an 8 percent stake in Me-
draOne.
Denver. Comcast transactions must win
II Will MediaOne Chairman-CEO shareholder approval,according to In helping AT&T craft its bid for
Chuck Lillis, who has never gotten the companies.No closing date has the company, he'll get an AT&T
along well with TCI executives been set for either deal, they add- board seat and become AT&T
do'V'et AT&T, stay on? ed. Broadband & Internet Services'
II Is Microsoft, which already Last week,Federal Communica- vice chairman. He'll serve udder
owns an,11 percent stake in Com- thine Comsllssien emends hinted one of his best friends, Leo Inn-
cast;buying a 3 percent stake in that an AT&T-MediaOne merger dery,who joined AT&T after it at-
AT&T for$5 billion,as several re- would pass'muster. The fact that gored Ta
ports indicated Wednesday? The AT&T will eventually shift about 2
software company's aim, accord- million cable subscribers to Com-
ing to sources,is to solidify its Po- cast hi the wake of the Mediaone
sit an in developing new genera- deal probably clinches the FCC's
tions of computer-based, set-top approval of the transaction,
cable boxes. sources said Wednesday.
Lillis couldn't be reached for
comment Wednesday. A MediaOne Wall Street enthusiastically
spokesman said no decisions have
been made on employee cutbacks,
seterance packages or other is-
05/06/99 12;31 FAX 912159818408 COMCAST _ 40002
comcAsV
ArsiT CORPO RATION
Adele Ambrose,AT&T John R. Alchin,Comcast
Vice President Public Relations Senior Vice President and Treasurer
908-221-6900(office) (215)981-7503
888-602-5420(pager)
William E. Dordelman,Comcast
Eileen M.Connolly,AT&T Vice President,Finance
Director Financial Communications (215)981-7550
908-221-6731 (office)
888-602-5417(pager) Marlene S.Dooner,Comcast
Senior Director,Investor Relations
(215)981-7392
AT&T and Comcast Agree To Swap Cable Systems
Comcast to Add 2 Million New Subscribers
Two Companies To Collaborate In Offering Cable Telephony
FOR RELEASE: TUESDAY,MAY 4, 1999
NEW YORK--AT&T and Comcast Corporation today announced that they had reached
an agreement under which Comcast will be able to increase its cable subscribers by about two
million households and the two companies will collaborate in bringing competitive local
telephone service Comcast's customers.
Under the agreement,AT&T and Comcast will exchange various cable systems,resulting
in a net addition to Comcast of approximately 750,000 subscribers. The swaps are designed to
improve each company's geographic coverage by better clustering its systems. Because
Comcast will receive more subscribers than it is contributing in the swaps,it will pay AT&T
consideration having a value of approximately$4,500 per added subscriber for a total value of
$3.0 to$3.5 billion. The majority of the exchanges are subject to completion of the
AT&T/MediaOne merger,as well as to customary closing conditions.
Comcast will also receive an option from AT&T to purchase, over the next three years,
additional cable systems with a total of approximately 1,25 million subscribers. The exercise of
this option is also contingent on the completion of the AT&T/MediaOne merger. The price for
these additional systems is expected to be consideration having a value of approximately$5.7
billion (subject to reduction for any long-term debt and other liabilities of the acquired systems).
—more--
ualuoiaa iz;JI FAA 912159818408 COMCAST X003
-2-
Comcast has also agreed to offer AT&T-branded telephony in all of its markets on an
expedited basis,as soon as AT&T has concluded separate telephony agreements with at least two
other non-AT&T affiliated multiple system operators. Comcast will be entitled to the most
favorable terms AT&T has reached with any of those cable operators.
"These agreements are great news for millions of American families who will now have a
choice in local phone service,"said AT&T Chairman and CEO C.Michael Armstrong. "This
transaction maker strategic sense for both companies. Geographic clustering enables more:
effective telephony competition.And AT&T is proud to join with Comcast in bringing AT&T-
branded COmminn.eations services to its customers."
"This is a terrific outcome for Comcast shareholders. Through this transaction,Comcast
firmly establishes its leadership role in the industry by becoming the third-largest cable
company,with more than 8 million subscribers. While growing significantly in absolute terms,
we have strengthened our local and regional presence through additional clustering,"said Brian
L. Roberts, President of Comcast Corporation. "In addition to these valuable cable assets,this
agreement greatly accelerates our entrance into telephony and will enable us to more quickly
create and provide important new products to our customers. This is a different outcome than
our MediaOne proposal,but it is an elegant win-win result."
The purchase price for the net additional subscribers resulting from the swap transactions
can be paid in a number of ways,including in shares of AT&T common stock currently owned or
subsequently acquired by Comcast. The value of any AT&T common stock exchanged in these
transactions will be set at their average trading price during the 20-trading day period beginning
June 6. When Comcast exercises its option to acquire the additional systems serving AT&T
cable subscribers, it will compensate AT&T in shares of Comcast Class A Common Stock,,
which will be valued on the same basis,or with other forms of consideration of equivalent value.
Except for any portion of the swap transactions paid in cash or in certain other equity
securities,each of these transactions is expected to be concluded on a tax-free basis.
AT&T was.advised by Goldman,Sachs&Co.,CS First Boston and received legal
counsel from Wachtell,Lipton,Rosen&Katz. Comcast was advised by Salomon Smith Barney,
Lazard Freres& Co. LLC., and Davis Polk&Wardwell.
AT&T(www.att.com)is the world's premier provider of voice and data communications,
with more than 80 million customers,including businesses,government and consumers. AT&T
runs the world's largest,most powerful long-distance network and the largest wireless network in
North America. The company is a leading supplier of data and Internet services for businesses
and the nation's largest direct Internet service provider to consumers.AT&T also provides local
telephone service to a growing number of businesses.
--more—
05/06/99 12:32 FAX 912159818408 COMCAST_ _ l 004
- 3 -
Comcast Corporation(www.comcast.com) is principally engaged in the development,
management and operation of broadband cable networks and in the provision of content through
principal ownership of QVC,Comcast-Spectacor and Comcast SportsNet,a controlling interest
in Et Entertainment Television and through programming investments.
Comcast'.s Class A Special Common Stock and Class A Common Stock are traded on
The Nasdaq Stock Market under the symbols CMCSIC and CMCSA, respectively.
NOTE TO FINANCIAL MEDIA: AT&T Chairman C. Michael Armstrong and Comcast CEO
Brian Roberts will discuss tonight's announcement in a two-way conference call for reporters at
10:30 a.m. Eastern time Wednesday,May 5. From the U.S.,callers should dial 1-800-553-0358
to access the call. Callers outside the U.S. should dial 612-332-0107.
An audio rebroadcast of the conference call will be available at 2 p.m. Eastern time on
Wednesday,May 5, 1999 for 48 hours.To listen to the audio rebroadcast,U.S. callers can call
800-475-6701 and enter access code 448409. Outside the U.S.,the rebroadcast is available by
dialing 320-365-3844,and then entering the access code 448409. The website address is
http://www.att.ccln/ir/
# # #
05/06/99 12:32 FAX 912159818408 _ COMQT 1006
Jeter, Brian
From: .later.Brian
Sent: Wednesday,May 5, 1999 09:17 am
To: Willard,Sheila
Subject: CNN Article...
AT&T, Comcast ally on cable
Surprise deal averts bidding war over cabler MediaOne May 4, 1999: 11:46 pm.ET
NEW YORK(CNNfn) - In a surprise move,Comeast Corp. and AT&T Corp.have agreed to divide cable
company MediaOne Group Inc.between themselves. The deal,which caps three days of talks between
AT&T and Comcast,will avert a bidding war between the two communications titans and allows Comcast to
walk away with a kill fee of$1.5 billion and a substantial number of new cable customers. AT&T comes
away without having to protect its$58 billion buyout of MediaOne,seen as an important move for its survival
in the upcoming era of high-speed telecommunications. In addition to the kill fee, Comcast will receive 2
million cable subscribers from AT&T,MediaOne and Lenfest Communications--which AT&T bought in a
deal Tuesday.
Comcast will pay a cut-rate price tag of no more than$9.2 billion for the net additions to its subscriber base--
boosting its total by about a third to 8 million total customers over a three-year period. That's far less
expensive than the$48 billion it had offered for all of MediaOne in March. Must close its$58 billion buyout
of MediaOne for the deal to work. "This is a different outcome than our MediaOne proposal,but it is an
elegant win-win result," Comcast President Brian Roberts said in a statement. Also as part of the agreement,
Comcast has agreed to re-sell branded AT&T local phone service across its cable lines much like a recent is the
parent of CNN and CNNfn. "This transaction makes strategic sense for both companies," said C.Michael
Armstrong,AT&T chairman and chief executive officer,in a statement. "AT&T is proud to join with Comcast
in bringing AT&T-branded communications services to its customers." MediaOne,the subject of a tooth-
and-nail battle since late April, expressed relief that an amiable deal could be struck. "This removes a lot of the
uncertainty we were facing," said Steve Lang,a MediaOne spokesman. The terms of the AT&T buyout deal,
which MediaOne's board approved Saturday-- in effect rejecting Comeast's$48 billion offer—have not
changed, sources said. And importantly,analysts said,the AT&T/Comcast deal offers Comcast a more
coherent, or"clustered," base of customers mainly in mid-Atlantic states.
A win for Comcast
Under the terms of the deal reached late Tuesday,Comcast and AT&T will "swap" subscribers in various areas.
The net result of that will give Comcast an extra 750,010 cable subscribers-- for which it will pay $3 billion to
$3.5 billion. Comcast is expected to pay for that in AT&T stock it received as part of the long-distance titan's
recent purchase of No.2 cable firm Tele-Communications Inc.,in which Comcast held a stake. AT&T is also
expected to turn over some of the properties of Philadelphia-based Lenfest in the deal-- giving Comcast a more
unified territory of service. Then,over three years, MediaOne will have the option to buy rights for 1.25
million more AT&T subscribers for$5.7 billion in its Class-A shares.
A source close to MediaOne said the deal between AT&T and Comcast was"natural" "At some point it made
sense for these two to get together,"the source said. Comcast, of Philadelphia,had begun a flurry of behind-
the-scenes talks to improve its$48 billion bid,which was rejected by MediaOne s board over the weekend.
Potential allies in its hunt for support included Microsoft Corp. and America Online Inc. Sources close to
Comcast said talks between AT&T and Microsoft are continuing--particularly about Internet-related issues.
Citing an unidentified source,the Los Angeles Times reported Tuesday that AT&T has agreed to sweeten the
terms of its set-top box agreement with Microsoft if the software company agreed to pull out of the deal.
AT&T was advised by Goldman, Sachs 8c Co. and CS First Boston,with legal assistance from Wachtel',
1
05/06/99 12:33 FAX 912159818408 COMCAST O007- - -Lipton,Rosen &Katz.Lazard Freres and Salomon Smith Barney advised Comcast,which received legal
counsel of Davis Polk&Wardwell.
2
05/06/99 12:33 FAX 912159818408 CONCAST 11008
Jeter, Brian
From: Jeter, Brian
Sent: Wednesday,May 5, 1999 12:21 pm
To: Public Affairs
Subject: EN:AT&T Sees New Talks With Time Warner
fyi
—Original Message--
From: Waz,Joe
Sent: Wednesday,May 5,199912:15 Pm Brian
To: Willard,Sheila;Joint,Brian;Aid*.John;Donner.Marlene;Roberts,
Subject; FW:AT&T Seel Now Talks With Time Warner
COMMUNICATIONS DAILY'S
WASHINGTON TELECOM NEWSWIRE ...
May 5, 1999 12:1O p.m.ET
AT&T SEES NEW TALKS WITH TIME WARNER TO MODIFY TELEPHONY VENTURE
AT&T's agreement with Corrcast to acquire MediaOne for$54 billion and swap certain cable properties has become a
bargaining chip in its telephony joint venture with Time Warner(TW),executives said today. AT&T will be gaining
MediaOne's 25 percent investment in Time Warner Entertainment(TWE),and that will require changes in the TW local
telephony talks,AT&T Broadband and Internet Services President Leo Hindery said. "We will immediately begin those
conversations,from a different vantage point,"he said.
Talks on the TW venture had worked out"extremely precise"details on costs,but the talks stopped when AT&T began
seeking MediaOne, Hindery said. The companies were working on an operating schedule at the time,he said during a
conference call. Since the joint venture includes TWE, Hindery said"the existing agreement with TW would be modified to
reflect the change in our status."
AT&T and Comcast said the new arrangement will allow each company to achieve the goals they set for buying MediaOne
(WTN 7O3-99,May 5). Comcast President Brian Roberts said the company will improve its East Coast clusters and begin
offering telephony while remaining No.3 cable owner. Comcast will own and operate systems from Northern New Jersey
through suburban Washington-"the most contiguous corridor in the industry."
Clustering also is key for AT&T local phone offerings.CEO Michael Armstrong said. With the swaps,Armstrong said on a
homes-passed basis,AT&T will have 23 percent of cable homes and 35 percent when affiliates are added-in excess of
suspended FCC limits of 30 percent. But Armstrong said he expected new rules will be redefined: "We are going to be
able to get regulatory approval."
Roberts said Comcast would exit systems in Sacramento,Colorado, Broward County, Fla.,Atlanta, Chicago, Michigan and
Richmond. It will pick up systems in Michigan.Naples, Fla.,the Pennsylvania-New Jersey region, New Mexico and in
Baltimore-Washington. AT&T would boost its presence In Chicago,Pittsburgh, Richmond,Sacramento and San
Francisco,he said. In the second phase,Comcast has the option to acquire any AT&T cable systems,including those
bought from TCI or any systems to be acquired in the future.
7O5-99
A service of Warren Publishing. For more information contact Steve Geimann,managing editor,at(2O2)872-92O2,ext.
249.
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