AT&T board sets AT&T Broadband spinoff date, declares 1-for-5 reverse stock split, and names five members to Comcast board

November 15, 2002

3 Min Read

BEDMINSTER, N.J. -- Achieving another significant milestone in the strategic restructuring of the company, AT&T (NYSE: T) today announced its board of directors declared a special stock dividend to AT&T shareowners of record on November 15, 2002. The special dividend, scheduled for November 18, 2002, is the distribution of AT&T's stake in AT&T Broadband, which would in effect become the spin off of AT&T Broadband to AT&T shareowners. Immediately following the spin off, AT&T Broadband will combine with Comcast Corporation and the shareholders of both AT&T Broadband and Comcast will become shareholders of the new Comcast Corporation. Separately, AT&T and Comcast said today that the company formed by the merger of AT&T Broadband and Comcast Corporation will be named Comcast Corporation, not AT&T Comcast, as previously announced. While AT&T shareowners will still own approximately 56 percent of the combined company, the name change was made to eliminate potential customer and market confusion. The new Comcast shares will be distributed on the basis of approximately 0.32 of a share of the new Comcast for each AT&T share outstanding. The final ratio will be determined based on the actual number of AT&T shares outstanding at the time the merger is effective. AT&T shareowners who own four or more shares of AT&T will receive account statements for full shares of the new Comcast and cash for partial shares in the new merged company. AT&T shareowners who own three or fewer AT&T shares will receive cash payments for fractional shares in lieu of shares of the new Comcast. Comcast's trading symbol on the NASDAQ will be CMCSA. Also today, the AT&T board of directors declared a 1 for 5 reverse stock split for AT&T common shares outstanding on November 18, 2002, subject to and immediately after the spin off and merger. As a result of the stock split, AT&T shareowners who own five or more shares of AT&T and are in the dividend reinvestment plan will receive an account statement for full and fractional shares of the new AT&T. AT&T shareowners who own five or more shares of AT&T but are not in the AT&T dividend reinvestment plan will receive account statements for full shares of AT&T, and cash for fractional shares. Shareowners who own fewer than five AT&T shares will receive cash payments for fractional shares. AT&T's trading symbol on the New York Stock Exchange will remain "T;" however, AT&T's CUSIP number will change as a result of the transaction. In addition, and as agreed upon in the AT&T and Comcast merger agreement, AT&T and Comcast will each contribute five board members to new Comcast board and will jointly select two additional members. Today, the AT&T board of directors also decided which five of the current AT&T directors would move to the new Comcast board, effective with the merger. The five who will move are:

  • C. Michael Armstrong, retiring chairman and chief executive officer of AT&T, who will serve as chairman of the board of Comcast.

  • J. Michael Cook, retired chairman and chief executive officer of Deloitte & Touche LLP.

  • George M. C. Fisher, retired chairman and chief executive officer of Eastman Kodak Company.

  • Louis Simpson, president and chief executive officer capital operations, GEICO Corporation.

  • Michael I. Sovern, chairman of Sotheby's Holdings, Inc., and President Emeritus and Chancellor Kent Professor of Law at Columbia University.

The jointly appointed board members are:

  • Kenneth J. Bacon, senior vice president of multifamily lending and investment, Fannie Mae.

  • Dr. Judith Rodin, president, The University of Pennsylvania.

AT&T Corp. AT&T Broadband Comcast Corp.

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