ATC Atlantic Coal

RNS Number:1562H
AT & T Corp (IRS)
18 July 2001


FOR RELEASE WEDNESDAY, JULY 18, 2001

AT&T Board Unanimously Rejects Comcast Bid; Authorizes Exploration of
Alternatives

DENVER -- AT&T announced today that, at a regularly scheduled meeting, its
Board of Directors unanimously voted to reject Comcast Corporation's
proposal to acquire AT&T Broadband.

After careful review, and based in part on the advice and analysis of its
financial advisors, Credit Suisse First Boston Corporation and Goldman,
Sachs & Co., the Board determined that Comcast's proposal did not reflect
the full value of AT&T Broadband. The Board was also concerned by the
corporate governance issues arising from Comcast's multi-tier voting
structure. The Board instructed AT&T management to communicate its decision
to Comcast.

The company said that its Board has directed management to explore financial
and strategic alternatives relating to AT&T Broadband, including the
previously announced restructuring plans. The Board's goal in exploring
these alternatives is to provide the greatest long-term value to
shareholders.

In view of these decisions, the AT&T Board of Directors also announced that
it has decided to delay finalizing and mailing to shareowners the proxy
materials for its current restructuring plans. The Board emphasized that it
remains 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.

# # #

The full text of the letter sent to Ralph and Brian Roberts is attached.
Mr. Ralph Roberts, Chairman
Mr. Brian Roberts, President
Comcast Corporation
1500 Market Street
Philadelphia, Pa. 19102-2148

Dear Ralph and Brian,

Our Board of Directors today considered your July 8, 2001 proposal to
acquire AT&T Broadband and unanimously voted to reject it.

After careful review, and based in part on the advice and analysis of our
financial advisors, Credit Suisse First Boston and Goldman, Sachs & Co., the
Board determined that your proposal does not reflect the full value of AT&T
Broadband. Further, the Board is concerned that Comcast's multi-tier voting
structure would put AT&T shareowners at a disadvantage in matters of
corporate governance.

In light of public interest in your proposal, we are publicly releasing the
text of this letter, along with the attached news release on the Board's
decision.

Sincerely,
C. Michael Armstrong
AT&T Chairman and CEO

EDITOR'S NOTE:

AT&T will announce second quarter 2001 earnings on Monday, July 23 at 4:15 p.m.
EDT. AT&T executives will host an analyst conference call at 5:30 p.m. to
discuss the company's results. To access the call, please dial 888-428-4470
(domestic) or 612-288-0340 (international). A replay will be available beginning
at 10:00 p.m. EDT on Monday, July 23 until midnight on Wednesday, July 25. To
access the replay, please visit www.att.com/ir  or dial
800-475-6701, access code: 595760 (domestic) or 320-365-3844, access code:
595760 (international). 
On Tuesday, July 24 at 1:00 p.m. EDT, AT&T will present a comprehensive
financial and operational update on its Broadband business via conference call
and web cast. Executive team members from AT&T and AT&T Broadband will present
the current status and future view of the business and answer
questions. The slide presentation referenced during the briefing will be
available via AT&T'S web site shortly before 1:00 p.m. Presentation slides and
audio will also be available for downloading. To access the call, please dial
877-209-9920 (domestic) or 612-332-0725 (international) or web cast at
www.att.com/ir . A replay will be available beginning at
5:00 p.m. EDT on Tuesday until midnight on Thursday, July 26. To access the
replay, please visit www.att.com/ir  or dial
800-475-6701, access code: 595485 (domestic) or 320-365-3844, access code:
595485 (international).

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