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Home My WebLink About03/15/2002 1225 Main Street [] Sebastian, Florida 32958 Telephone ~561) 589-5330 [] Fax {561} 589-5570 City Council Information Letter March 15, 2002 Coordination with the Federal Aviation Administration to Procure Fundin.q for the Reopenin.q of Runway 9-27 Please find the attached memorandum as compiled and delivered per my direction by airport manager Jason Milewski relative to the City of Sebastian's efforts to procure funding from the Federal Aviation Administration (FAA) and the Florida Department of Transportation (FDOT) Aviation Section to initiate financing for the Runway 9-27 reopening effort. It is anticipated that an initial allocation of $184,500 from FDOT will be programmed to implement Phase I of the project. In addition, FAA officials from the agency's Orlando office recently conducted an analysis that suggests a possible allocation of over $600,000 to help complete the program. We anticipate recommending authorization of grant agreements from the FDOT aviation section in the coming weeks. At that time, we hope to also provide a strategic timeframe for implementation. Mer.qer of AT&T Broadband A few days ago, Ms. Susan Bisno, Vice President of Franchising and Local Government Affairs, notified my office about plans for a horizontal merger with Comcast Corporation, to likely take effect this summer. As such, the City of Sebastian is in position to review the enclosed Federal Communications Commission merger application, as required by our franchise agreement. After respective review, a resolution consenting to the merger will become necessary for authorization by City Council (some of you have experienced this process before). The union will result in a new, indirect parent company governing the City of Sebastian cable franchise agreement - AT&T Comcast Corporation. Therefore, you may feel free to review the proposal, in an effort to ascertain the new organizational structure, as well as overall rational for the merger. Any of you may also feel free to discuss with me any concerns you may have regarding this matter, City Council Information Letter March 15, 2002 Page 2 as arrangements will be made to schedule a necessary presentation during an upcoming City Council meeting. Tischler Fiscal Impact Analysis Please be advised that the City of Sebastian Fiscal Impact Analysis is currently coming to conclusion via the efforts of Paul Tischler and Associates. As such, it is anticipated that a respective presentation will be made during a City Council meeting in the coming weeks, to also offer a recommended annexation policy for your consideration, per results of the study. As referenced in the attached memorandum from firm agent Chris Cullinan, interesting findings to date includes analysis that reveals that residential properties do in fact pay for themselves (driven by population, including utility services taxes, franchise fees and state shared revenues). Accordingly, such dynamics should also be taken into account while considering various voluntary annexation requests into the Sebastian Corporate Limits. Proposal for Voluntary Annexation Please be advised that the Graves Brothers Company has formally initiated an application process to voluntarily annex into the Sebastian Corporate Limits. Both Director of Growth Management Tracy Hass and ~ are working with Mr. Richard Graves to ascertain and outline respective zoning changes, namely the possibility of both residential and commercial designations. In addition to the attached letter expressing interest in voluntary annexation, a map outlining the proposed incorporation is also included (areas in question outlined in highlighter ink). A presentation relative to this matter is therefore being scheduled and coordinated, including respective recommendations to be forwarded to City Council. Capital Sanitation Please be advised that Ron Rigby, Vice President of Capital Sanitation has been rescheduled to appear publicly during your next meeting, to provide a report relative to solid waste collection services in the community. My office has requested that his presentation focuses on the status of operational improvements, equipment upgrades and enhanced customer service orientation. Once again, this arrangement is being made pursuant to Mr. City Council Information Letter March 15, 2002 Page 3 Rigby's agreement made during his November 14, 2001 presentation to provide periodic updates regarding continual services provided by his company. Enclosure(s): Memorandum from Jason Milewski. FAA Funding Participation Application from AT&T Broadband Initial Statements from Tischler and Associates Letter from J. Richard Graves, Voluntary Annexation Proposal Letter from Ron Rigby, Capital Sanitation My Documents/InfoLetter125 HO~E OF PELI~ Memorandum TO: FROM: DATE: RE: Terrence Moore, City Manager ~7-'~ Jason Milewski, Airport Manage~/×--'J 3/15/02 Runway 9-27 Funding Opportunities I am pleased to report that recent meetings with the Federal Aviation Administration (FAA) as well as the Florida Deparnnent of Transportation, Aviation Section (FDOT) regarding funding of improvements at Sebastian Mtmicipal A/rport have produced some very positive results. More specifically, airport staffwas able to secure approximately $184,500 fi'om FDOT for 80% of the costs associated with clearing and relocating obstacles from the safety area of proposed Runway 9-27. This means that we have the authority to use this money to assist in relocating both J&S Aviation and Velocity, Inc. I expect to have two formal Joint Pm'ticipation Agreements before you shortly (one for $150,000 and one for $34,500). The latter amount represents half of our local match to anticipated Federal funding which is explained below. As alluded to above, there is sn'ong indication that the FAA will also assist us in this endeavor. Meetings with FAA representatives have been productive and it appears that we can proceed with our plans to activate Runway 9-27 in phases, the first of which being the relocation of said structures. There are however, two requirements that we must complete before we are truly eligible for this aid. First, we must commission an appraisal of both businesses, as the FAA will only participate up to the Market Value of these facilities. Second, we must update the previous Environmental Assessment (EA) approved in 1993 for the reactivation of Runway 9-27. I will have estimates for both of these requirements for you in a few weeks. Finally, as I'm certain you are aware, the FAA does not officially commit to any funding request. As we unfortunately witnessed on September 11, 2001, many funding priorities can change within the industry. Hmvever, if all goes well and we summarily complete the above requirements, current analysis of their 2002 budget suggest that the FAA portion of the funding will exceed $600,000. Please let me know' if you have any questions or concerns regm-ding these issues. As always, I'll keep you informed of an3' further progress. E:\Coorespondence\City Manager\MEMO 9-27 Funding Opportunities.doc AT&T Broad band February 25, 2002 Mr. Terrence Moore, City Manager City of Sebastian 1225 Main Street Sebastian, FL 32958 Re: Merger of AT&T Broadband and Comcast Corporation Request for Consent to Change of Control Dear Mr. Moore: AT&T Corp., the parent corporation of your franchisee, and Comcast Corporation have announced their intention to combine their cable systems into a new public company, AT&T Comcast Corporation. We are writing to provide you with information regarding this transaction, and to formally request any consent that may be required by franchise or applicable law. AT&T and Comcast are excited about the merger, which we believe will have significant benefits for our customers. The transaction will create the world's leading communications, media and entertainment company. With the combined expertise and initiative of AT&T Broadband and Comcast, we hope to enhance the quality and choice of products and services available to consumers. Under the terms of the agreements governing the transaction, following an intemal restructuring, AT&T Corp. will spin off its cable system assets and simultaneously merge them with Comcast, forming a new company to be cai[ed AT&T Comcast Corporation. We have attached a description of each step of the process, including "before" and "after" charts, to assist you in understanding the transaction. Subject to the internal restructuring, the transaction will not change the holder of the franchise; the franchise will continue to be held by the same legal entity after the merger is complete. However, the transaction will result in a new indirect parent company for the Franchisee - AT&T Comcast Corporation. Our records indicate that the franchise may require that we obtain your consent to this transaction. To assist you in evaluating our request, we have enclosed the following materials: FCC FORM 394. Enclosed are three copies of the Federal Communications Commission's (FCC's) Form 394 and any additional copies required by your franchise. According to the FCC, the Form 394 is designed to provide you with the information necessary to assess the financial, legal and technical qualifications of the proposed new controlling entity. As par~ of that Form, we are including any specific additional information required by the franchise. Under the FCC's rules, Febn~"y 25, 2002 Page 2 you have a maximum of 120 days from the date you receive this information to review it and to act upon our request for consent to the merger. This timeframe may be shorter if so specified in your franchise. If you choose not to take any action within this 120 day period, under federal ~aw your consent will be deemed granted. · CONSENT RESOLUTION. For your convenience and consideration, we have also enclosed a draft resolution that addresses your consent to the transaction. We would request that this resolution be placed on your agenda for consideration at your earliest convenience. If at any time you have any questions or concerns about the transaction or would like any additional information, please feel free to call me at 954-533-5102. You can write to me at: Susan Bisno Vice President, Franchising and Local Government Affairs 600 N. Pine Island Rd., #100 Plantation, FL 33324 Fax: 954-858-4907 If you write to me, please send a copy to: AT&T Broadband 188 Inverness Drive West, Room 6-042 Englewood, CO 80112 Fax: 303-858-3615 Thank you for your assistance in this matter. Sincerely, Attachment and Enclosures CURRENT STRUCTURE Public Shareholders AT&T Corp, AT&T Broadband LLC Existing Cable Franchise Holders (direct and indirect) Media One Group, Inc. Existing Cable Franchise Hotders (direct and indirect) AT&T Broadband of Southern Cai, Inc. AT&T CSC, inc. District Cablevision, inc. Novato Cable Company South Chicago Cable, Inc. Existing Cable Franchise Holders (direct and indirect) STEP #1 Restructure some internal subsidiary legal entities without affecting ultimate control of Franchisee. Contribute entities that own or control cable franchise~s to a newly formed wholly owned subsidiary of AT&T Corp. Public Shareholders AT&T Corp, AT&T Broadband LLC Existing Cable Franchise Holders (direct and indirect) Media One Group, Inc. Existing Cable Franchise Holders (direct and indirect) AT&T Broadband of Southern Cai, Inc. AT&T CSC, Inc. District Cablevision, Inc. Novato Cable Company South Chicago Cable, Inc. Existing Cable Franchise Holders (direct and indirect) STEP #2 ~in-off AT&T Broadband Corp. to AT&T Shareholders Public Shareholders AT&T Corp. AT&T Broadband Corp. AT&T Broadband LLC Existing Cable Franchise Holders (direct and indirect) Media One Group, Inc. AT&T Broadband of Southern Cai, Inc. AT&T CSC, Inc. District Cablevision, inc. Novato Cable Company South Chicago Cable, Inc. Existing Cable Franchise Holders (direct and indirect) Existing Cable Franchise Holders (direct and indirect) STEP #3 Merge wholly owned Subsidiaries of AT&T Comcast Corporation . into AT&T Broadband Corp. and Comcast Corporation Public Shareholders AT&T Broadband Corp. AT&T Comcast Corporation AT&T Broadband Holdings, L.L.C. AT&T Broadband Acquisition Company Comcast Acquisition Company AT&T Broadband LLC Media One Group, Inc. Existing Cable Franchise Holders (direct and indirect) Existing Cable Franchise Holders (direct and indirect) Public Shareholders Comcast Corporation AT&T Broadband of Southern Cai, Inc. AT&T CSC, Inc. District Cablevision, Inc. Novato Cable Company South Chicago Cable, Inc. Existing Cable Franchise Holders (direct and indirect) FINALSTRUCTURE Public Shareholders AT&T Comcast Corporation AT&T Broadband Holdings, LLC. AT&T Broadband Corp. Comcast Corporation AT&T Broadband LLC Media One Group, Inc. Existing Cable Franchise Holders (direct and indirect) AT&T Broadband of Southern Cai, Inc. AT&T CSC, Inc. District Cablevision, Inc. Novato Cable Company South Chicago Cable, Inc. Existing Cable Franchise Holders (direct and indirect) Existing Cable Franchise Holders (direct and indirect) RESOLUTION NO. CONSENT TO CHANGE OF CONTROL AaND INTERNAL RESTRUCTURING WHEREAS, the cable franchise ho[der ("Franchisee") in ("Franchise Authority") is an indirect subsidiary of AT&T Corp. ("AT&T"), and AT&T intends to merge with Comcast Corporation ("Comcast") to create a new company to be known as AT&T Comcast Corporation ("AT&T Comcast") pursuant to the terms of an Agreement and Plan of Merger dated December 19, 200i by and among AT&T Corp., AT&T Broadband Corp., Comcast Corporation and certain of their respective affiliates, and a Separation and Distribution Agreement dated December 19, 2001 by and between AT&T Corp. and AT&T Broadband Corp. (the "Merger"); and WHEREAS, prior to the Merger, pursuant to an internal corporate restructuring, the cable franchise or stock of the Franchisee, or indirect ownership of the Franchisee, may be transferred through one or more internal transfers or mergers to another direct or indirect subsidiary of AT&T, or Franchisee may elect as permitted by law to convert or reorganize its legal form to a limited liability company (together with the Merger, the "Transactions"); and WHEREAS, following the Transactions, the resulting entity will be controlled by AT&T Comcast but will continue to operate the System and continue to hold and be responsible for performance of the cable franchise; and WHEREAS, Franchisee and AT&T Comcast have requested that Franchise Authority consent to the Transactions in accordance with the requirements of the cable franchise and have filed an FCC Form 394 ("Transfer Application") with the Franchise Authority requesting such consent Transactions; and WHEREAS, the Franchise Authority has reviewed the Transfer Application, examined the legal, financial and technical qualifications of AT&T Comcast, followed all required procedures in order to consider and act upon the Transfer Application, and considered the comments of all interested parties. WHEREAS, the Franchise Authority is willing to consent to the Transactions. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to the Transactions in accordance with the terms of the cable franchise and applicable [aw. SECTION 2. This Resolution shall be deemed effective upon adoption. SECTION 3. This Res$1ution shall have the force of a continuing agreement with Franchisee and AT&T Comcast, and Franchise Authority shall not amend or other~vise alter this Resolution without the consent of:Franchisee and AT&T Comcast. PASSED, ADOPTED AND APPROVED this ' day of ,2002. By: Name of Community: (city, township, county) (state) ATTEST: Title: FCC 394 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE FOR FRANCHISE AUTHORITY USE ONLY DATE: February 25, 2002 1. Community Unit Identification Number: FL0235 2. Application for: [] Assignment of Franchise [] Transfer of Control 3. Franchising authority: TOWN OF SEBASTIAN 4. [denti~ community where the system/franchise that is the subject of the assignment or transfer of control is located: TOWN OF SEBASTIAN 5. Date system was acquired or (for system's constructed by the transferor/assignor) the date on which service N/A was provided to the first subscriber in the franchise area: 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the system to As soon as all closing ~onditions transferee/assignee: have be~n satisfied 7. Attach as an Exhibit a schedule of any and all additional information or material filed with this application that is identified in the franchise a.s required to be provided to the fi-anchising authority when requesting/ts approval of the type of transaction that is the subject of this application Exhibit No. 1 P,,MRT [ - TRANSFEROPdASS1GNOR 1. Indicate the name. mailing address, and telephone number of the transferor/assignor. Legal name of Transferor/Assignor (if individual, list last name first) AT&T Corp. Assumed name used for doing business (if any) Mailing street address or P.O. Box c/o AT&T Broadband, LLC, 188 Inverness Drive West, Room 6-042 iCily State CO r Englewood ZIP Code 80112 Telephone No. (include area codel (303) 858-5417 2.(a) A~ach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control (including any exhibits or schedules thereto necessary in order to understand the terms thereof) if there is only an oral agreement, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing information, or other information not otherwise publicly available, may be redacted). Exhibit No. 2 (b) Does the contract submitted n response to (a) above embodv he full and complete agreement between thc transferor/assignor and the transferee/assignee? [] Yes [] No Exhibit No. See Exhibit 2 FCC 5q4 PART II - TRANSlrlZREE/ASSIGNEE l.(a) Indicate the name, mailing{ address, and tetephone numbo' of the rraasferee/a~signee. [ Legai name of Transfer~e./Assigne¢ (if individual, list la.st name first) AT&T Comcast Corporation Assumed name used for doing business (if any) Mailing street address or P.O. Box '~500 Market Street, 2g'h Floor - West Tower -'~ Code 191~-~Telephone No. (include area code) City Philadelphia L~215) 320-8618 (b) Indicate the name, mailing address, and telephone number of I~rsen to contact, if other than lrsosferee/assignee. qame of conla~ per~on (list lass name first) Arias, Maria Firm or company name (if any) AT&T Broadband Mailing sIreet addr~s or P.O. Box Fax Number: 303-858-3615 188 Inverness Drive West, Room 6-042 ZIP Code ~hone No. (include area code) City Englewood [303-8~0-5417 (¢) Attach a.~ art Exhibit the name, mailing address, and telephone number of each additional person who should be ~ (d) Indicate the address where the system's records will be maintained. Street address 1500 Market Street City Philadelphia State PA ZIP Code 19102 attached exhibit any plans to hen e the ct;rren, t te~,$ ;and condi[ions of s~?~ice and operations o~e system as a consequence o}the~ansactlon lot pp g IExhibit No. ATTACH1VfENT TO SECTION I, Part II, Question l(b) The primary contact person is identified below based upon the State or Commonwealth in which the local franchising authority is located as identified in the following chart. States Cpntact Name Phone Fax Number E-Mail Address Number SAN FRANCISCO BAY K~nt Leacock 925-973=7026 925-~73-7104 leacock.kent~broadband.att eom P.O. Box 5147 A.REA, San Ramon, CA 94583 CALIFORNIA MN, WI OH, PA, VA, W~ ATTACHMENT TO SECTION I, Part H, Question l(b) (continued) D:bbi¢ Lugpald 651-493-5280 651--493-5288 908-221-5615 90g-221-g938 425-39g-6140 425.398-6232 972-830-3812 972430-3925 luppoid.dcbbi¢i~bro a db an d,at t-eom dkirby~broadband.atLcom 3001 Coolidge Road, #300 East Lansing, MI 48823 10 Rivet Park plaza St. Paul, MN 55107 295 N. Magic Avenue, Room 3135 C2 Basking I:~dg=, NJ 07920 22025 ]0Ih Drive SE Both:i, WA 98021 2951 Kinwcst Parkway [rmng, TX 75063 SECTION L TP. ANSFEREE'S/ASSIGNEE'S LEGAL QUALn:ICAT1ONS 1. Transfere~/Assign~ is: [] Co~oration ~ Jurisdiction of incorporation: Pennsylvania b. Da~c of incorporation: 12~7101 c. For profit or not-for-profit: For profit [] Limited Parm~rship Jurisdiction in which formed: b. Da~e of formation: d. Name and address of registered agent in jurisdiction: Corporation Service Company 2704 Commerce Drive, Suite B Harrisburg, PA 17110 0 General par~=rship [ a: Jurisdiction whoso laws govern formation: b. Date of fonm~ioii; 0 Individual Exhibit No [] Other. Describe in an Exhibit. NIA · . . · · son each olios officers, dirc~ors, stockholders b~nefieially 2. L~st the lransferee/ass~gnee, and, ~f the trans'[nsec/assignee's n,°t -a n~-a---m~,~P~'~l;,-~i~.d harm ers hotdinn an e~uity iht ernst ° f re°re than 5 %' holdine or~ than 5% o f thc outs'rending v°~ing, shares' ge. ne~. · .p. arm,~ ~' -'-'i:~-~-~-~'"/1~ e~d ~'faillv~ th~ le~xcd items below rcfes i. lse on'l;~ne colurtm for each individual or annty. AttaCh aaamonm pages nn~-~-~-~. , ..... car - to corresponding lin~ in thc following table.) · ' ' al business, and principal place of business. (If other than an individual, also shpw name, a Name residence, occupation or pnnap . · · ' ' it olds Lisl the a hcant fi'iai, ( ) .... . ~ ..... ~ ...... uthonzcd to vote the vonng securities of thc apphcant that h .) PP I) Citizenship. Relationship to the transferce/assig~es (e.g., officer, direaor, etc.). ) Number of shares or nature of pa~nership inl~rest. Number of votes. Percentage of votes. (a) AT&T Comcast Corporation See attached pages for officers, 1500 Market S~'eet directors and stockholders beneficially Philadelphia, PA 19102-2148 holding more than 5% of outstanding voting shares. Co) USA (c) Transferee (d) N/A (e) (0 ATTACHMENT TO SECTION I, Question 2 All individuals who will serve a~ officers and directors of Transferee ~z of the effective time of the closing have not been · ' 10 of which will be drawn from determined ~ of thc da~ hereof. The Board of Direetors of Transferee wdl consist of I2 persons, . the existing Boards of Directors of AT&T Corp. and Comcast Corporation, whose members, other than those hsted betow, are shown on thc attached Appendix to this Attachment. Three of the twelve pe~ns h~ve already been designated. The persons de~i~r~tod ~ oflicec~ and director~ of Transferee are listed below: (a) C. Mich~l AnusU~ong 32 Avenue of the Ame~i~m.s New Yorig NY 10013 ~) USA (c) ~ of~e Bo~ (d) Less ~ 5% (e) Le~% (a) Brian L. Robems 1500 Market Street Philadelphia, PA 19102 (h) USA (¢) Director, President, Chief Executive Officer and over 5% beneficial owner (d) 138,268 shares 0f Cla~s A common stock 9,444,375 shares of Class B common stock 9,855,613 shares of Class A Special common stock (e) 141,696,789 (f) 33.3% Stockholders beneficially owning more than 5% of the outstanding voting shares of Transferee (a) Ralph J. Roberts 1500 Market Street Philadelphia, PA 19102 Co) USA (c) Director (d) L~'~s than 5% (e) L~ss than 5% (0 L~ss thm~ 5% The current stockholders of Transfer~ are: (a) AT&T Corp. 295 North Maple Avenue Bazking Ridge, NJ 07920 (b) USA (c) Stockholder (d) 1 shar~ common stock (~) One (0 50,/, (a) Comcast Corporation 1500 Market Street Philadelphia, PA 19102 (b) USA (c) StocKholder (d) 1 share common stock (e) One (0 50°/° At the closing, Brian L. Roberts will be the on[y person beneficially owning more than 5% of the outstanding voting control of Transferee. APPENDIX TO ATTACHMENT TO SECTION I, Question 2 AT&T Bo~dMembem J. Michel Cook Chairm~ and Chief Executive Offi~r, Retired DeloiUe & Touche LIP Kenneth T. Derr ChaUman of the Boa~ Retired Chevron Corporation David W. Dorraan president AT&T Corp. M. Kaflu~n Eickahoff President EickhoffEeonomics Inc. Former Chairman ~md Chief Executive Officer Confincntai Cableviaion, Inc. Charles H. NosM Vice Chairman and Chief Financiai Officer AT&T Corp. p~id~nt and Chief Operating Officer Laudm~rk Communications Sheldon M. Bonovi~z Chain~an and Chief Executive Officer Julian A. Bmdsky Director Comc~st Cable Communications, Inc. ~d RBB Fund, Inc. Felix O. Rohatyn Former US Ambassador to France Managing Director, Retired Bernard C. Wamon Chairman of thc Board of Directors, Retired Health Management Att~matives Foundmion Irving A. Wcchslcr Of Coumcl Anne Wex[er Chairman Wexlcr Group - unit of HiiI and Kncwlton Public Affairs Worldwide · ' co oration or a litnited l~armershil~, is th? ..tlkan}fer~e/as, sjl~ne? formed u_n_d_~r ~glaws of, or duly qualified to transa~, ,, ........... - If the answer is No, explain in an Exhibit. 4. Has the wansfereedas$i~nce had any interest in or in connection with an application which has been distnissed or denied by any franchise anthontY? If the answer is Yes, describe clrcutnstnnces m an Exhibit. adverse final arnica been taken by any court or adtninislrative body Has an adverse finding been tnad~ or m!. - v ,-,qmlnal adtninistrattYe roeeeding, brougi3t un.der_~e urovistnnsofanylaworr.egul.a, ttqnr,?latan,_m,_ur~.c'"}[?~'s'I *'nro~videv~a~o rogranuntng seryices, tnas. stneu_ra. h~msfer of an antho '_ri-!~. mn unctu, pmg cam= ........ , to tt~ tn another ~P~vemmenrm unlg or etnploymenr discritnination? ' ' 't a full descdlxion ofthepersons and matleffs) invoived~ ianludingan If the answer is Yes, attach as an .E .xhthL dy andhnv ~ oeedina (by dates and fi e numbers ffapphcabqe), identification of any court or adtntnLstratlve bo-. --- --. ?o __ _ and the disposition of such proceanrag, Are ther? any docutnants, instruments, con'~acts or understandings relatineto ownersh p or future ownership · umble interest as described in Question 2 [including, but not limited to, non- rights wtth ra, spect to .any a.l~rkb ..... ~. .......hi,, interests notions, warrants, debentures)? If Yes, provide particulars in an Exhibit. · etnents or understandln~:s for the pledge of stock of th~ trm)sfereedass!gnee, 7. Do docutnents~ tnslrumants, agre, _.w ...... ,rovide mat' (a'l voting rights will remain with. the appnc.a.nJ, ~ securi~ for cans or co.ntrac~at p~??o k[,_-~,,; ~.\% .u. ~vant'of' default there will be e thee a private or punnc even in the eve,at of d; ....... un -xercise o~da~v ownership rights by a purchaser at a sale of the stoclC; an.a ,[c),p..n.qor [o~,..,-. ~r ,i~° t~.,.~ilin~ authority ffrecluired pursuant to xeoera~, any prior consent otme e*..~ .aj~.~m~_u_u- ~,'~.~ T,;~'_~,t will b~brainbd? If No, attach as an Exhibit a full expianation. sECTION III - TR. ANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS · ' t recent financial statetnents, prepared in accordance with generally accepted Attach as an Exl~btt th,e re, os, ........ ~ ..... d income statement for at least one full y.e~, for th? accounting principles, mcmmng, a o.~.s~.~.~ '~[e.,ared in the ordinary course of business, ff any SUCh el re ared guchstatements, ifnototherwisepubliclyavailable, maybetnarked financialstatementsar, erg.u,t, tn YP .P.__a'.7~r,~..,tialbvthefi. nnchise authority and its agents to the extent permissible under local law. SECTION IV -TR.ANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS Set forth in an Exhthtt a ,n,arratt. ve.a~:coum.O_x .m~n~i'~,' but n~~} lira ted to, sumtnary information about appropriate m. anagetnant, personp¢l .m,..a_t. _w.t[~..Ze.e~,l~,~[,,e,-;a~'l~le of ~ible systems ~urrently or formerly owned or operated, [] Yes ~ No Exhibit No. 4 [] Yes [] No Exhibit No. [] Yes [] No Exhibit No. []Yes [] No Exhibit No. [] Yes [] No Exhibit No. I []Yes [] No Exhibit No. I Exhibit No. ,o SECTION V - CEKTIFICATIONS Pan I - Tnmsferor/Assignor Si~ature: AT&T CORP, I CERTIFY that the statements in this application are true, complete lind correct to the best of my knowledge and belief and are made in good faith. WILLFUL FALSE STATEMENTS MADE ON TI-IlS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISOn. U.S. CODE, TITLE Ig, SECTION 1001. Date February 25, 2002 Print full name Rick D. Bailey Cheek appropriate classification: [] Individual [] Cr~n~ral Partner [] Corporate Officer [] Other, Explain: (Indicate Title) Vice President Part II - Transfer~-'~dAssignee · . · .... end all the Exhibits are a All the statements made in the apphcat~on and attached Exhlblis are conmdered matenai represent al~ons, material part h~r~of and are incorporated h~rain as if set out in full in the application. The transferee/assignee c~dfies that he/shu: (a) Has a current copy of the FCC's Rules §oveming cable televisin~ systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and releted regulations. Will use its be. st efforts to comply with the terms of the franchise and applicable state laws or local ordinanoes and related vialations thereof or defaults thereunder presently in effect or ongoing. CERTIFY that thc statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. WILLFUL FALSE STATEMENTS MADE ON THIS FORM AP,.E PUNISHABLE BY FINE AND/OR IMPKISONMENT. U.S. CODE, TITLE 18, SECTION 1001. Signature: AT&T Comcast Corporation Date February 25, 2002 Print full name Brian L. Roberts Check appropriate classification: [] Individual [] General Parmer [] Corporate Officer [] ~ndicate Title) resident and Chief Executive Officer Other, Explain: Exhibit 1 All specific information, if any, required by the Franchise is contained in this Fcc Form 394 and the Ex.bits hereto or is attached to this Exhibit I or has previously been provided by f~anchisee to the franchising authority. Exhibit 2 Attached to this Exttibit 2 is a CD KOM containing unredacted copies of the Agreement and Plan of Merger dated as of December 19, 2001 (the "Agreement") and the Separation and Dislxibution Agreement dated as of December 19, 2001, an exhibit to the Agreement. Other Exhibits and the Schedules to the Agreement have been omitted as they are not necessary in order to understand the terms of the Agreement or contain confidential trade, business, pricing or marketing information, or other ixfformation not otherwise publicly available. Certain Exl~ibits to the Agreement are summarized in response to Question 6 in Exhibit 7 to this FCC Form 394. Exhibit 3 Transferee has no current plans to change the terms and conditions for the service and operations of the cable system that is the subject matter of this FCC Form 394 as a consequence o£ this transaction. The cable system will be operated pursuant to the current fitanchise and applicable law after the consummation of the proposed transaction. Transferee reserves the right to make service and operational changes in accordance with applicable law. Exhibit Transferee is a Pennsylvania corporation and, as of the effective time of the closing, will be the indirect parent company of the legal entity holding the franchise ("Franchisee"). To the extent required by applicable law, Franchisee is duly qualified to transact business in the State or Commonwealth in which this system is operated. Exhibit Transferee is a newly formed entity created by AT&T Corp. and Comcast Corporation. As of the effective time of the closing, Transferee will be the new indirect parent company of the legal entity holding the franchise for your cable system. Other than similar applications made to other franchise authorities in connection with this transaction, Transferee has not made any previous applications to any franchise authorities and, therefore, has not had any dismissals or denials. As a courtesy, however, below is the information about denials/dismissals with respect to AT&T and Comcast cable businesses. AT&T's Cable Business In connection with the March 1999 merger of TCI into AT&T Corp. (the "Merger"), the City of Portland, Oregon and Multnomah County, Oregon denied consent to the Merger because AT&T and TCI would not accept the communities' conditions requiring non-discriminatory access to the cable modem platform. Subsequently, the Ninth Circuit Court of Appeals held that the City and County had no lawful authority to impose such access obligations in the transfer process. Also in connection with the Merger, the Village of Rhinebeck, New York, the Town of Rhinebeck, New York and the Village of Red Hook, New York denied consent to the Merger. These three franchises serve approximately 3,000 customers and the franchise authorities did not provide reasons for the denial as part of the resolutions adopting such denials. The communities consented to the Merger in connection with the June 1999 exchange of certain cable systems (the "Time Warner Exchange"), owned by Time Warner, Inc. ("Time Warner"). In connection with the May 1999 merger of MediaOne Group, Inc. into AT&T (the "MediaOne Merger"), Cambridge, Massachusetts denied the transfer of control based on issues relating to fomed access, allegations that AT&T did not possess the requisite managerial ability, further allegations of lack of benefit to the community and its speculations that AT&T was not likely to adhere to the terms and conditions of the license. On May 1,2000 the Massachusetts Department of Telecommunications and Energy (DTE) ruled that the city's denial based on the fomed access issue was unlawful because it was outside the appropriate standard for review o fa transfer of control of a cable franchise. The DTE also found that the city cannot unilaterally alter the existing cable licenses by mandating that AT&T provide open access to non- affiliated ISPs. They further ruled that no specific community benefit need be shown by the applicant. The dispute has been settled. The city gave its consent following the settlement. Also in connection with the MediaOne Merger, Mentor, Ohio denied the transfer of control based on allegations of MediaOne's non-compliance with the franchise and AT&Ts unwillingness to agree to additional terms and conditions the city sought to impose. AT&T and MediaOne subsequently appealed the city's decision. The dispute has been settled and the city gave its approval as part of the settlement. Also, in connection with the Time Warner Exchange, the Township of Middletown, Pennsylvania denied consent to the transfer of the franchise from Time Warner to TCI of New York, Inc. due to a dispute with Time Warner over a cable rate appeal The dispute was settled and the Township subsequently withdrew its denial and gave its approval for the franchise transfer. In connection with the December 1999 formation of a partnership with affiliates of AT&T and Centua3' Communications Corporation ("Century"), pursuant to which the franchises granted by Moreno Valley, CA were to be contributed to the partnership, Moreno Valley denied the FCC Form 394 application to Uansfer the franchise to the partnership because of the pending sale of Century to Adelphia Communication Corporation. The dispute has been settled and the city gave its approval as part of the settlement. In connection with the December 2000 exchange of certaln cable systems owned by Comcast Corporation ("Comcast") and AT&T, the Borough of Blawnox, Pennsylvania denied the FCC Form 394 application to transfer the franchise owned by Comcast Cablevision of the South, Inc. to AT&T based on transferee's legal qualifications. The transfer is still pending. In connection with the Jnne 2001 sale of certain cable systems to Charter Communications Holding Company LLC ("Charter"), the City of Hoover, Alabama denied the FCC Form 394 application to transfer the franchise to Charter. The City did not provide reasons for the denial as part of the resolutions adopting the denial.. Comcast's Cable Business in connection with the sale of certain cable systems owned by an affiliate of Lenfcst Communications, Inc. to Comcast, Buckingham Township, Pennsylvania initially denied con~ent to the transfer application because the Township alleged amaterial violation of the Township's Cable Ordinance and a breach of the franchise. The Township alleged that the sale closed prior to the Township's granting its consent. The dispute was settled, and the transfer was ultimately approved on September 26, 2001. In connection with the sale of certain cable systems owned by an affiliate of Iones Intercable, Inc. to Comcast, the City of Bowie, Maryland initially denied the transfer from Jones to Comcast alleging that Jones was not in compliance with its franchise. The parties settled their dispute without a finding of fault, and the transfer was ultimately approved on October 14, 1999. Exhibit 6 No adverse findings have been made and no final actions have been taken with respect to Transferee related to any of the items listed in Question 5. As a courtesy, however, the following information is previded with respect to AT&T's and Comcast's cable businesses in the last ten years. Rosernarv Santos v. TCICablevision, Case #150 98 2016, EEOC o fFlorida. Plaintiff, a former employee in the Plantation Call Center in Florida, filed a charge against TCI Cablevision on April 14, 1998, alleging discrimination under the ADA. The EEOC determined on 3uly 2 l, 1998 that TCI Cablevision violated the statute. Fred Roberts v. AT&TBroadband, Cause No. 01-CV-699, in the District Court of Arapahoe County, Colorado Courtroom 5. Plaintiff, a former employee, filed a disabilit~ discrimination and retaliation suit on March 15, 2001. Default judgment was entered on September 20, 2001 plus pre-judgment interest. AT&T Broadband has filed Motions to Set Aside the Default Judgment and to Stay Execution. Execution has been stayed. The Motion t(~ Set Aside is pending. Exhibit 7 The following are summa~es of documents relating to ownership or future ownership rights with respect to the attributable interest described in Section I., Question 2. THE SUPPORT AGREEMENT In connection with the merger agreement, AT&T Corp. ("AT&T"), Comcast Corporation ("Comcast"), AT&T Comcast Corporation CAT&T Comcast"), Brian L. Roberts and Sural LLC, an entity controlled by Brian L. Roberts, have entered into a support agreement relating to thc shazes of Comcast voting stock held by Sural prior to the completion of the AT&T Comcast transaction and the shares of AT&T Comcast voting stock that will be held by Sural after completion of the AT&T Comcast transaction (all of such shares are referred to in this section as the "Comcast Shares"). As of February 11,2002, Sm'al held shares of Comcast voting stock representing approximately 86.7% of Comcast's outstanding voting power. Voting Agreement Sural has agreed to vote the Comcast Shares: in favor of adoption of the merger agreement and approval of the transactions contemplated by the merger agreement; · against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation' or agreement of Comcast under the merger agreement or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the merger agreement not being fulfilled; · in favor of any other matter relating to the consummation of the transactions contemplated by the merger agreement with respect !o which Sural may be entitled to vote; and against any other matter that would reasonably be expected to prevent, interfere with or delay consummation of the transactions contemplated by the merger agreement. Covenants No[nconsistentAgreements, Sural has agreed that it will not enter into any voting agreement or grant a proxy or power of attorney or take any other action with respect to the Comcast Shares which is inconsistent with the terms of the support agreement. Brian L. Roberts has agreed that he will not enter into any voting agreement or grant a proxy or power of attorney or take any other action with respect to any units of membership interests in Sural which is inconsistent with the terms of the support agreement. Dispositions Prior to Completion of the AT&T Comcast Transaction. Sural has agreed that prior to the completion of the transaction it will not transfer ownership of any of the Comcast Shares, except to certain permitted transferees who agree to be bound by the same transfer restrictions. Dispositions A~er Completion of the AT&T Comcast Transaction. Sm:al has agreed that from and after the completion of the AT&T Comcast transaction until the tenth anniversary of the completion of the AT&T Comcast transaction it will not transfer ownership of any of its shares of AT&T Comcast Class B common stock, except to certain permitted transferees who agree to be bound by the same transfer restrictions or in a transaction that (1) permits AT&T Comcast's other shareholders to dispose of all o£ theh' shares of AT&T Comcast stock for the same per share consideration as Sural receives for its shares of AT&T Comcast Class B coramon stock (or, if higher, any of its shares of any other class of AT&T Comcast common stock) and (2) is approved by the disinterested holders o£AT&T Comcast's voting stock. Brian L. Roberts has also agreed that from and after the completion o£ the AT&T Comcast transaction until the tenth anniversary of the completion of the AT&T Comcast Wansaction he will not transfer ownership of any o£his securities or other equity interests in Sural, except to certain permitted transferees who agree to be bott,ad by the same transfer res~-ictions or in a transaction that ( 1 ) permits AT&T Comcast's other shareholders to dispose of all of their shares of AT&T Comcast stock for the same per share consideration as the effective per share consideration that Brian L. Roberts receives (as a result of his ownership interest in SuraI) for each of the shares of AT&T Comcast Class B common stock held by Sm:al (or, if higher, any of the shares of any other class o£AT&T Comcast common stock), and (2) is approved by the disinterested holders ofAT&T Comcast's voting stock. Following the tenth anniversary of the completion of the AT&T Comcast transaction, subject to applicable law, the holders of the AT&T Comcast Class B common stock will be permitted to transfer their shares of AT&T Comcast Class ]3 common stock in a transaction in which they receive a premium that is disproportionate to the premium (if any) received by the other holders of AT&T Comcast stock for their shares of AT&T Comcast stock. Interested Party Transactions. AT&T Comcast has agreed that, except as described in the next sentence, a~er the completion of the AT&T Comcast transaction neither it nor any of its subsidiaries will enter into any mate~al transaction with Brian L. Roberts or any of his associates or any permitted Wansferee unless such transaction is approved by AT&T Comcast's disinterested directors. Compensation arrangements between Brian L. Roberts or any of his associates on the one hand and AT&T Comcast or any of its subsidiaries on the other hand will require the approval of the disinterested directors of the compensation committee of the AT&T Comcast Board. Additional Voting Agreements. Sural has agreed that from and after the completion of the AT&T Comcast transaction until the 2005 annual meeting of AT&T Comcast shareholders, it will vote its shares of AT&T Comcast Class B common stock against any proposed amendment to the governance arrangements set forth in the AT&T Comcast charter. Sural has further agreed that if Brian L. Roberts dies or becomes incapable of performing his duties prior to the fifth auniversary of the completion of the AT&T Comcast transaction, then, unless Ralph J. Roberts has sole voting power in respect of the election of directors with respect to all outstanding shares of AT&T Comcast Class B common stock, from the date of Brian L. Roberts' death or inability to perform his duties until the fifdi anniversary of the completion of the AT&T Comcast transaction, Suxal will vote its shares of AT&T Comcast Class B common stock in any election of AT&T Comcast directors in the same proportion as the holders of shares of AT&T Comcast common stock (other than AT&T Comcast Class B common stock and any other voting shares of AT&T Comcast owned by Brian L. Roberts or Sural or any permitted transferee) vote in such election of directors. Each permitted transferee of any of such securities will also be required to agree, as a condition to such transfer, to the same voting obligations. Enforcement The support agreement provides that any determination with respect to Sural's, Brian L. Roberts' or AT&T Comcast's compliance with the support agreement or otherwise with respect to the items described in "- Covenants" above, in each case after the completinn of the AT&T Comcast transaction, including any determination as to the enforcement action to be taken by AT&T Comcast in connection with such determination, will be made for AT&T Comcast by the disinterested, independent persons on the AT&T Comcast Board; provided that any Comcast director designee (including any replacement Comcast director designee) or any director who was a Comcast director designee or any spouse, parent, sibling, lineal descendant, aunt, uncle, cousin, other close relative of Br/an L. Roberts or their respective spouses will not be considered a disinterested, independent person. Amendments Any provision of the support agreement may be amended if such amendment is in writing and is signed by each of the parties to the support agreement. However, no amendment of any provision described above under "- Covenants" or "- Enforcement" will be effective without the approval of: a majority of the disinterested, independent persons on the AT&T Comcast Board; provided that any Comcast director designee (including any replacement Comcast director designee) or any director who was a Comcast director designee or any spouse, parent, sibling, lineal descendant, aunt, uncle, cousin, other close relative of Br/an L. Roberts or their respective spouses will not be considered disinterested, independent persons; and holders of a majority of the votes cast by the holders of all of the classes of AT&T Comcast capital stock entitled to vote (other than the AT&T Comcast Claas B common stock and any other voting shares of AT&T Comcast owned by Brian L. Roberts, Sural or any permitted transferee). Termination The support agreement terminates on the earlier to occur of (I) one day after the tenth anniversary of the completion of the transaction and (2) any termination of the merger agreement. CAPITAL STRUCTURE OF AT&T COMCAST AT&T Comcast will have one of two capital structures upon completion of the AT&T Comcast transaction: one that is referred to as the "Preferred Structure" that will be implemented if holders of Comcast Class A common stock, voting together as a single class, approve the Preferred Structure proposal at the Comcast shareholders' meeting held to approve the AT&T Comcast transaction or another that is referred to as the "Alternative Structure" that wi11 be implemented if they do not. The Preferred Structure If holders of Comcast Class A common stock, voting as a single class, and holders of Comcast Class A common stock and Comcast Class B common stock, voting together as a single class, approve the Preferred Structure proposal: each share of AT&T Broadband common stock that is outstanding immediately prior to the completion of the AT&T Comcast transaction will be converted into the right to receive a number of shares of AT&T Comcast Class A common stock determined by a formula set forth in the merger agreement; and each share of Comcast Class A common stock, Comcast Class B common stock and Comcast Class A Special common stock that is outstanding immediately prior to the completion of the AT&T Comcast transaction will be converted into the right to receive one share of AT&T Comcast Class A common stock, AT&T Comcast Class B common stock and AT&T Comcast Class A Special common stock, respectively. The Alternative Structure If the holders of the Comcast Class A common stock, voting as a single class, or holders of Comcast Class A cormnon stock and Comcast Class B common stock, voting together as a single class, do not approve the Preferred Structure proposal: each share of AT&T Broadband common stock that is outstanding immediately prior to the completion of the AT&T Comcast transaction will be converted into the right to receive a number of shares of AT&T Comcast Class C common stock determined by a formula set forth in the merger agreement; and each share of Comcast Class A common stock, Comcast Class B common stock and Comcast Class A Special common stock that is outstanding immediately prior to the completion of the AT&T Comcast transaction will be converted into the right to receive one share of AT&T Comcast Class A common stock, AT&T Comcast Class B common stock and AT&T Comcast Class A Special common stock, respectively. Description of AT&T Comcast Capital Stock The following describes the material terms of the capital stock of AT&T Comcast that will be issued in the AT&T Comcast transaction under the charter and bylaws that will be in effect after the completion of the transaction. Authorized Capital Stock Under the Preferred Structure, the authorized capital stock of AT&T Comcast will consist of 7.5 billion shares of Class A common stock,7.5 billion shares of Class A Special common stock, 75 million shares of Class B common stock and 100 million shares of preferred stock. Under the Alternative Structure, the authorized capital stock of AT&T Comcast will consist of 200 million shares of Class A common stock,7.5 billion shares of Class A Special common stock, 75 million shares of Class B common stuck,7.5 billion shares of Class C common stock and 100 million shares of preferred stock. .4T&T Comcast Class.d Common Stock AT&T Comcast Class A Common Stock Outstanding. The outstanding shares of AT&T Comcast Class A common stock will be duly authorized, validly issued, fully paid and nonassessable. Voting Rights. Under the Preferred Structure, on all matters submitted for a vote of ~he holders of all classes of AT&T Comcast voting stock, the holders of the AT&T Comcast Class A common stock in the aggregate will hold 66-2/3% of the combined voting power of the AT&T Comcast capital stock upon completion of the transaction. Unlike the AT&T Comcast Class B common stock under the Preferred Structure, the aggregate voting interest of the AT&T Comcast Class A common stock under the Preferred Structure will be dilutable and will decrease upon the issuance of shares of any other class of AT&T Comcast capital stock with voting rights (other than any issuance of additional shares of AT&T Comcast Class B common stock). Based on the number of shares of AT&T Comcast Class A common stock anticipated to be outstanding upon completion of the AT&T Comcast transaction if the Preferred Structure is implemented, each share of AT&T Comcast Class A common stock will have approximately .225 of a vote upon completion of the AT&T Comcast transaction. Under the Alternative Structure, subject to the following two sentences, on all matters submitted for a vote of the holders of all classes of AT&T Comcast voting stock, the holders of the AT&T Comcast Class A common stock and AT&T Comcast Class B common stock in the aggxegate will hold 5.14% and 33-1/3%, respectively, of the combined voting power of the AT&T Comcast capital stock upon completion of the transaction, regardless of the number of shares of AT&T Comcast Class C common stock or any other class of AT&T Comcast capital stock outstanding at any time. If the number of shares of AT&T Comcast Class A common stock or AT&T Comcast Class B common stock ontstanding upon completion of the transaction is reduced for any reason (e.g., by repurchase or, in the case of the AT&T Comcast Class B common stock only, conversion) after the completion o£the transaction, the aggregate voting power of the applicable class of AT&T Comcast capital stock will be proportionately reduced. If additional shares o fAT&T Comcast Class A common stock or AT&T Comcast Class B common stock are issued in disproportionate mounts after the completion of the transaction, the relative aggregate voting percentages of the two classes of AT&T Comcast common stock will change (based on the principle that each share of AT&T Comcast Class B common stock will be entitled to 15 times the vote of each share of AT&T Comcast Class A common stock) but the combined aggregate voting percentage of the two classes of stock will remain constant at approximately 38-47/100 % (except to the extent there has been a reduction in the aggregate voting power of either class of stock as described in the preceding sentence). Under the Alternative Structure, each share of AT&T Comcast Class A common stock will have 1 vote and each share of AT&T Comcast Class B common stock wilt have 15 votes, in each case upon completion of the AT&T Comcast transaction. ApprovalRights. Under the Preferred Structure, except as required by law, holders of AT&T Comcast Class A common stock will have no specific approval fights over any AT&T Comcast corporate actions. Under the Altemative Structure, holders of AT&T Comcast Class A common stock and holders of AT&T Comcast Class B common stock, voting together as a single class, will have the approval rights described under "- AT&T Comcast Class B Common Stock - Approval Rights". Conversion Rights. The shares of AT&T Comcast Class A common stock will not be convertible into shares of any other class of AT&T Comcast capital stock. Preemptive Rights. The holders of AT&T Comcast Class A common stock will have no preemptive rights to purchase, subsctibe for or otherwise acquire any unissued or treasury shares or other securities. AT&T Comcast Class B Common Stock AT&T Comcast Class B Common Stock Outstanding. The outstanding shares of AT&T Comcast Class B common stock will be duly authorized, validly issued, fully paid and nonassessable. Voting Rights. Under the Preferred Structure, subject to the next sentence, on all matters submitted for a vote of holders of all classes of AT&T Comcast voting stockholders of AT&T Comcast Class B common stock in the aggregate will hold 33-1/3% of the combined voting power of AT&T Comcast capital stock upon completion of the AT&T Comcast transaction, regardless of the number of shares of AT&T Comcast Class A common stock or any other class of AT&T Comcast capital stock outstanding at any time. If the number of shares of AT&T Comcast Class B common stock outstanding upon completion of the transaction is reduced for any reason (e.g.,by repurchase or conversion) after the completion of the transaction, the aggregate voting power of the AT&T Comcast Class B common stock will be proportionately reduced. Under the Preferred Structure, each share of AT&T Comcast Class B common stock will have 15 votes upon completion of the AT&T Comcast ~-ansaction. Under the Alternative Structure, the voting rights of AT&T Comcast Class B common stock will be as described under "Description of AT&T Comcast Capita1 Stock". Approval Rights. Under the Preferred Structure, the holders of AT&T Comcast Class B common stock will have an approval right over (1) any merger of AT&T Comcast with another company or any other transaction, in each case that requires AT&T Comcast shareholder approval under applicable.law, or any other transaction that would result in any person or group owning shares representing in excess of 10% of the combined voting power of the resulting or surviving corporation, or any issuance of securities (other than pumuant to director or officer stock option or purchase plans) requiring AT&T Comcast shareholder approval under the roles and regulations of any stock exchange or quotation system; (2) any issuance of AT&T Comcast Class B common stock or any securities exercisable or exchangeable for or convertible into AT&T Comcast Class B common stock; and charter amendments (such as a charter amendment to opt in to any of the Pennsylvania antitakeover statutes) and other actions (such as the adoption, amendment or redemption of a shareholder rights plan) that limit the rights of holders of AT&T Comcast Class B common stock or any subsequent transferee of AT&T Comcast Class B common stock to transfer, vote or otherwise exercise rights with respect to AT&T Comcast capital stock. Under the Altemative Structure, holders of AT&T Comcast Class B common stock and AT&T Comcast Class A common stock, voting together as a single class, will have the same approval rights that holders of AT&T Comcast Class B common stock have under the Preferred Structure. In addition, under the Alternative Structure, the approval of holders of AT&T Comcast Class B common stock and AT&T Comcast Class A common stock, voting together as a single class, will also be required to issue any AT&T Comcast Class A common stock or any securities exercisable or exchangeable for or convertible into AT&T Comcast Class A common stock. Conversion Rights. Each share of AT&T Comcast Class B common stock willbe convertible into one share of AT&T Comcast Class A common stock, AT&T Comcast Class A Special common stock or, under the Alternative Structure, AT&T Comcast Class C common stock. Preemptive Rights. The holders of AT&T Comcast Class B common stock will have no preemptive rights to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities. A T& T Comcast Class A Special Common Stock AT&T Comcast Class A Special Common Stock Outstanding. The outstanding shares of AT&T Comcast Class A Special common stock will be duly authorized, validly issued, fully paid and nonassessable. Voting Rights. Except as required by law, the holders of AT&T Comcast Class A Special common stock will not be entitled to vote. Approval Rights. Except as required by law, holders of AT&T Comcast Class A Special common stock will have no specific approval fights over any AT&T Comcast corporate actions. Conversion Rights, The shares of AT&T Comcast Class A Special common stock will not be convertible into shares of any other class of AT&T Comcast capital stock. Preemptive Rights. Holders of AT&T Comcast Class A Special common stock will have no preemptive rights to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities. .4 T& T Comcast Class C Common Stock AT&T Comcast Class C common stock will be authorized and issued only if the Alternative Structure is implemented. AT&T Comcast Class C Common Stock Outstanding. The outstanding shares of AT&T Comcast Class C common stock will be duly authorized, validly issued, fully paid and nonassessable. Voting Rights. On all matters submitted for a vote of the holders of all classes of AT&T Comcast voting stockholders of AT&T Comcast Class C common stock in the aggregate will hold approxLmately 61-53/100% of the combined voting power of AT&T Comcast capital stock upon completion of the transaction. Unlike AT&T Comcast Class A common stock and AT&T Comcast Class B common stock under the Alternative Structure, the aggregate voting interest of AT&T Comcast Class C common stock will be dilutable and will decrease upon the issuance of shares of any other class of AT&T Comcast capital stock with voting fights (other than any issuance of additional shares of AT&T Comcast Class A common stock or AT&T Comcast Class B common stock). Based on the number of shares of AT&T Comcast Class C common stock anticipated to be outstanding upon completion of the AT&T Comcast transaction, each share of AT&T Comcast Class C common stock will have approximately .211 ora vote upon completion of the AT&T Comcast transaction. Approval Rights. Except as required by law, holders of AT&T Comcast Class C common stock will have no specific approval fights over any AT&T Comcast corporate actions. Conversion Rights. The shares of AT&T Comcast Class C corm-non stock will not be convertible into shares of any other class of AT&T Comcast capital stock. Preemptive Rights. Holders of AT&T Comcast Class C common stock w/il have no preemptive rights to purchase, subscribe for or otherwise acquire any unissued or treasury shares er other securities. .4 T& T Comcast Preferred AT&T Comcast Preferred Stock Outstanding. It isnot anticipated that any shares of AT&T Comcast preferred stock will be outstanding upon completion of the transaction. Blank CheckPreferred Stock. Under the AT&T Comcast charter, the AT&T Comcast Board will have the authority, without shareholder approval, to create and issue one or more series of preferred stock, without par value, with full, limited, multiple, fractional, or no voting rights, and with such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights, and other special or relative rights as it so chooses. Acting under this authority, the AT&T Comcast Board could create and issue a class or series of preferred stock with rights, privileges or restrictions, and adopt a shareholder rights plan, having the effect of discriminating against an existing or prospective holder of securities as a result of that shareholder beneficially owning or commencing a tender offer for a substantial mount of AT&T Comcast voting capital stock. One of the effects of anthorized but unissued and unreserved shares of capital stock may be to render more difficult or discourage an attempt by a potential acquiror to obtain control of AT&T Comcast by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity ofAT&T Comcast's management. The issuance of such shares of capital stock may have the effect of delay/ng, deferring or preventing a change in control of AT&T Comcast without any further action by the shareholders of AT&T Comcast. Pursuant to the authority described in the preceding paragraph, prior to the completion of the Iransaction the AT&T Comcast Board will designate a series of preferred stock in connection with the adoption of the AT&T Comcast shareholder rights plan. Exhibit 8 Not applicable. There are no documents, instruments, agreements, or understandings for the pledge of stock of the Transferee as security for loans or contractual performance. Exhibit 9 Because Transferee is a new entity formed by AT&T Corp. and Comcast Corporation, no financial statements have been prepared in the ordinary course for Transferee and Transferee has no historical financial information. The Pro Fonua Financial Statements for AT&T Comcast Corporation included in the Preliminary Joint Proxy Statement/Prospectus filed with the SEC on February 11, 2002 are attached to this Exhibit. The Annual l~.eport on Form 10-K for the year ended December 31, 2000 and Form 10-Q for the quarterly period ended September 30, 2001 for each of AT&T Corp. and Comcast Corporation are included in the CD ROM attached to Exhibit 2. ATTAL-~T~NT TO ~IT 9 UNAUDITED PRO FORMA coM~BINED CONDENSED FINANCIAL STATEMENTS The following Unaudited Pro Forma Combined Condenscd Balance Sheet of AT&T Comcast Corporation CAT&T Comcast") as of September 30, 2001 gives effect to the AT&T Comcast transactiun. The · for the nine following Unaudited Pro Forms Combined Condensed Statements of Operations of AT&T Comcast Ccrocast mouths ended September 30, 2001 and for th~ year ended December 31, 2000 give effect to the AT,~g Pro forms ~ranaaction and AT&T Corp.'s acquisition of MediaOoc Group, wkich occurred on Iu.~ I5, 2000. financial statements reflect the fact that the AT&T Comcast transaction and thc MedinOnc acquisition arc accounted for under the method of accounting. Since the acquisition of McdiaOne Group occurred prior to September 30, 2001, the financial position of MedinOna Cu'unp has bean h~cludcd in thc historical combined AT&T Broadband Group balance sh~t az of September 30, 2001. Thc Unaudited Pro Forms Combined Condensed Balance Sheet assumes the AT&T Comcast wansactiun occurred on September 30, 2001. The Unaudited Pro Forms Combined Condensed Statements of Operations assume the AT&T Comcast Uansacnon and AT&T's acqutstUon c.f MediaOn..c Group occurred on tanuary 1, 2000. The unaudi~d pro for~a financial data is based on the historical consohdated ~'a~ncial statements of Comcast, thc histonesl combined fmancxal statements of AT&T Broadband Group and thc historical consolidated fumnciaI statements of McdiaOnc Group nudes the assumptions and adjustments set forth in the accompanying explanatory notes. AT&T Corp ("AT&T') and Comcast Corporation ("Comcast") ha¥c dcterm~es that ~c AT&T Comcast transaction will bc accounted for as an acquisifiun by Comcast of AT&T Broadband Group. As Comcast is considered the accounting acquiror, the historical basis of Comcasfs asscU and liabilities will not be affected by thc AT&T Comcast transaction. For purposes of develeping the Unaudited Pro Forma Combined Condenscd Balance Sheet az of September 30, 2001, AT&T Broadband Group's assets, including identifiable intangible assets, and liabilities have been recorded at their estimated fair values and the excess purchase price has been assigned to goodwill The fair values assigncd in these pro forms fln~neial s~atemente are preliminary and rcpresant management's best estimates of current fair value which are subject to revision upon completion of thc · AT&T Comcast transaction. Management of both companies currently knows of no cvents or circumstances other than those disclosed in these pro forms notes that would require a material change to the preliminary purchase price allocation. However, a final determination of required purchase accou.uling adjustments will be made upon thc cemplction of a study to bc undertaken by AT&T Comcast in conjunction with independent appraisers to determine thc fair Yaluc of ccrtam of AT&T Broadband Group's assets, including idenfillable intangible assets, and liabilities..Ass~rnlng completion cf thc AT&T Coracast ffaniactiol~ the aclllal financial position and results of operations will differ, perhaps significantly, from r. he pro forms amounts reflected her~in due to a variety of factors, including ascass to additional infomuation, changes in value not currently identified and changes in operating results between the dates cf the pro forms fb~,~cial data and thc date on which thc AT&T Comcast ,a'ansaction lakes place. See Note (b) to Unaudited Pro Forms Combined Condensed Balance Sheet· Comcast stockholders will recc-ive shares of AT&T Comcast Class A common stock, AT&T Comcast Class B common stock and AT&T Comcast Class A Special common stock in exchange for shar~ of Comcast Class A common stock, Comcast Cia.ss B common stock and Comcast Class A Special common stock, respectively, based on an exchange ratio of I to 1. AT&T Comcast will issue stock options to purchase shares, of AT&T Comcast common stock in exchange for all outstanding stock options of Comcast, based on an cxcbange rarlo of 1 to 1. Thc estimated aggregate consideration and Comcasfs transaction costs directly related to the AT&T Comcast ira~acfion total $49,235.6 r~illion. This includes the fair value cf the issuance of approximately 1,231 million shares of AT&T Comcast common stock to AT&T shareholders in ex~-hsn§e for all of AT&Ts interests in AT&T Broadband C. rwup, the fair value of the issuance of 115.0 million shares of AT&T Comcast common stock to Microsoft Corporation in exchange for AT&T Broadband Group shares that Microsoft will receive immediately prior to the completion cf the AT&T Comcast transac~iou for settlemcnt of their $5 billion aggregate principal amount in quarterly inceroc preferred sccunt~ss (QUIPS), the fair value of AT&T Comcast stock opt~oni and stock appreciation rights issued in ~xchange for AT&T Broadband C. rroup stock options and stock appreciation · . ' The fair value rights and Comcasfs estimated transactmn costs directly related to the AT&T Comcast ~ransact~on. of the shams to he issued for AT&T Broadband Group ~s bescd on a pnce per share of $3 $.97 which reflects the wcightedavcragc market price of Comcast Class A Special common stock during the period begi--i~g two days before and ending two days after thc AT&T Comcast wansactinn was announced, hi limited circumstances thc number of sharos issued to AT&T sharohuldcrs is subject to adjustment In thc event this occurs, the fair value of all of the sharos to be issued would be bascd on the market price of Comcast Class A Special common stock on the closing date. In addition to the consideration paid, AT&T Comcast will ret~n:~e $7,$19.6 nfillion of debt and accrued int. erest assumed from AT&T Broadband Group based on the pro formas. · of thc combined business, which may result:in a plan to AT&T Comcast intends to review the synerg~as · · ' The costs of implemanting such a malign or reorganize certain of AT&T Broadband Group's CXLSImg operanons. The impact plan, if it were to occur, have not bcan reflected m thc accompanying pro forms fhianclal sl:atemcnts. of a potential reahgnment, assuming such a plan were in place at the ¢onsttttu,~ition date of the AT&T Comcast u-amaction, could inc~as¢ or decrease the amount of goodwill and intangthlc assets recognized by AT&T Comcast in accordance with Emerging Issues Task Force No. 95-3, "Rccognifion of Liabiliries in Connection with . a Purchase Business Combination.' Thc Unaudited Combined Condensed Statements of Operations exclude any benefits that may result fxoro synorgics that may bc det'ivccl, or the elimination of duplicative efforts. Among thc provisions of Statement of Financial Accounting Standards No. 141, ~Bnsiness Combinations," new criteria have been established for dcteardning whether intan~'blc assets should be recognizcd separately f~om goodwill. Statement of Finsncial Accounting Standards No. 142, "Ooodwill and Other Intong~le Assets" ("SFAS 142') providcs, among otl~' guidelines, that goodwill and intangiblc assets with indefinite lives will not be amortized, but rather will be tested for impairment on at least an annual basis. Management of both companies believes that cable f~-anchise operating rights have indefinite livcs based upon an analysis utilizing the criteria in paragraph 11 of SFAS 142. Thc pro for'ma adjustments to thc Unaudited Pro Forms Combined Condensed StatemcntS of Operations reflect the clir~inatian of AT&T Broadband Group's amortization expanse related to goodwill and cable fl~nchisc operating rights sincc this acquisition will bc accounted for under thc provisions of SFAS 142. Comcast incurred goodwill and cable franchise operating rights amortization expense of approximately $1,556.0 million and $1,473.0 million for thc year ended Decembct 31, 2000 and nine months endcd Scptamber 30, 2001, respectively. Thc historical consolidated financial starts of Comcast included in the Unaudited Pro Forma Combined Condensed Statements of Operations include thc amortization expense related to Corncasfs goodwill and cable franchise opemling fights, which has not been eliminated in thc pro forms adjusrmcnts. Effective January 1, 2002, Comcast will, in accordance with thc provisions of SFAS 142, no longer amortize goodwill and cable fianchise operaiing rights. Tho pro fonna financial data prssents assumcs thc AT&T Comcast transaction is complcted under the Preferred Stracmrc (see the "Sunarnary o f The Fro ferrcd Structure", below) Howcver, if thc AT&T Comcast U-ansaction were completed under thc Alternative SIructure (sec nSummary of The Alternative Structure" below), this would have no impact on the pro forms financial statements as presented. Managament of both companies believes that thc assumptions used provide a reasunsblc basis on which to present the anandited pa forms financial data. In addition to AT&T's acquisition of McdlaOne Group, both companies have completed othcr. acquisitions and dispositions which are not; significant, individually or in thc aggregate, and, accordingly, have not been included in the accompanyi~ unaadit~d pro forms financial data. The unaudited pro forms f~,~ncial data may not be indicative o£thc ~,~,tcial position or results that would have occurred i~AT&T's acquisition of MadiaOne Group and thc AT&T Comcast transaction had been in effect on the datss indicated or which may be obtained in the future. Thc unaudited p=o fom~a ffma~cial data should be read in conjunction with ~h= Ms~ofical co~solida:=d £mancial statcmea~s and accompanyin~ holes thercio for Comcast, and thc historical combincd financial s~a~mcnts and accompanyin~ nolcs thereto for AT&T Broadband Group, which have been incorporated by rcfcrenc~ or included herein. AT&T COMCAST CORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED BA/.ANC£ SHEET As of Septmber 30, 2001 Comrast(a} Br.&dismal(a) Ad[u~men~ AT~&T Comm~ ASSETS CURRENT ASSETS $ Cash ~d ~ ~ui~l=~ ................... 1,271.9 lnvc~mcnt~ ................................. $29.7 A~counu received% net ...................... $04.3 lnvn~torics, net .............................. Other cangnt a.~ets .......................... Total =urrrnt asr,~.s ......................... 3 419.8. INVRSTMFNTg .............................. 3.30?-3 PROPERTY AND EQUIPMENT, net ........... 7,001.7 I~ITANGIBLE ASSETS Goodwill .................................... 7,168-~ Cable fr'a~chis= operating righ~ ................ Ot~=r i~ta=~¢ u~t= ........................ 2.*r~...l. 29,878.5 A¢cumalatcd amoni,~fion ..................... 24 375.3 OTHER NON.CI..TRR. ENT ASS ETS ............. 672.3 $38.781.4 LTABU.rl*]F..S AND STOCIG-1OLDFrJ1S' EQUITY CURRBNT LIABILI~ l.cS Accounts payable and accrual ~xpcss~s ......... $ 3~~94-0 191.~ Accrued interest ............................. Deferred income u, xes ........................ 194.6 Shor~4crm ~[ .............................. Cun-~nt portion of long-term debt ............... 554.4 Total cm'~nt liabilJtic* ...................... 4,234.~ LONG-TERM DEBT. le~s cur'r=nt portion ......... 1t,494.8 DEFERRED INCOME TAXES ................. 6 453.1 g06.2 $ 253.0 $ 911.4 1,271.9 604.0 1,43~.7 $04.3 57O.0 25.0 (bi) 760.5 1,427.0 2~.0 4,$81 .g L878.2 (b2) 2Z492.0 Q.7Ol._0) {d) 25,971.5 la 29~0 21~3.7 20,ffi8.0 (L683.7) (b3} 24,49~6 2,7~2.1 - 65,52i.0 (4.~,7) ~,489.8 (~Sat.0) ~1.0 (bS) (5,503.2) 6~68O.0 (~068.7) 84,986.6 ~) Additional ~apital ............................ Retained e. arning~ ........... :. -: ........... Accumulated other aompmhcn.~vc ....... Tot:ii SlcclchoJdc~s' cquiry .... $ 2~692.2 $ 1,023.8 (b7) $ 7,010.0 ~,8.8 (45,4) (c) 371.9 ~94.6 2~.0 5,390.0 (1,4S0.2) (c) 3,934.8 572.0 1.126.4 S,SS].O (479.~.) 12,637.7 250.0 (b8) (I 1.9) (b9) 17,31~0 1,528.6 (c) 30,573.~ 25,659.0 276.7 (biO) 32,388.8 (179.0) (bl 1} 97z.0 (253.9} (bi2) 1.347.3 3,319.0 (LI17,g) (bi3) L155.~ 4,718.0 (4,718.0)(b14) 1,346.0 (blS} (47.3) (d} (L6~.7) (d) 11,742.6 47,614.6 (bl$) 57,703.5 1,952-0 1,952.0 199.3 199.3 43,396.0 . I43.396.0) (bi6) 14,838.$ 43,396.0 3,863.6 62.098.4 $38,781,4 S104,261.0 S (I,841.5) S141,200.9 2,243.6 Sec note= to Unauditcd Pm Forma Combined Condcnscd Bal~c~ Shcct 4 AT&T COMCAST CORPORATION NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET (Dolhrs in millionS, except per share amounts) Thon~ column~ rcflcct ~c historical balanon shcn~s ot thc ronpecrivc companies. Ccrtaia roclassifications have bccn made tn thc cnnsolidatcd hi~orical financial statcmcn~ of Comc~ and to tho combiand historical iaancial statements of AT&T Broadband Group to conform to thc pt~aantation cxpccthd to bn u~nd b~ AT&T ComcusL This entry rc0.=cls thc prollminary allocation of thc purchusc price to idcntiI:iabln not aas~ts acquirod and the nantes purcha.~ price to goodwill. Calcuhfion of consJd~,'dtion Issuonc~ of common stock to AT&T sharehnlde, t$ $1,231.o(j) $4~,0,t8.1 $ ~A,7.79.1 (1,231.0 million sharas" $35..~7) ........... : ............ lsausnc~ of common stock to M1cr~oft Corporalaon 115.0 4,07.1.6 4,136.6 Fair value of AT&T Comcast st~ p avcnlon of AT&T Broadband O.r?p s?~.k OPm~m~ in thc 5a~.9 m~r~cr based on Black=~hol~ opnon pncm~ ........ 4'/,614.5 (bl~) Comcast c~mmon su~ck equi'c] conaldm'auon ................ 1,~46.0 (b8) Trava~tian c~ts (assumed to 1~ t~ndcd ~ I25.0 short-lotto 2'75.0 debt and $2~0.0 lonl.tcrm debt) ........................ $ 49,235.~ Total consideration .................................... prcUmthary csnmatc of tair value of idcnlitable net acquired: S 43,396.0 (h16) Book va~u¢ of AT~'T Broadband Group .................... (20,008.0) F~imiaation of ~ AT&T Brond~. and G-mup ~oodwlil ....... 25.0 (b~) p~li~inary csli~l~ata of adjustment to I~u' v~e (b~) prc]imiaary estimate of adjuatmcm to fir valu~ of cable (2,226.0) ~mtiag tna~hi.~ ~a....: ;: .......... .:,~i~, ......... (bS) Elimination of AT&T Broadbaaa umup accumu~a 2~.0 amarlization .................. ~ ....................... (b6) Long-term po~ on of dofcrr~d finaaoag fats.: .. .............. (bT) preliminary a. stimat~ of c~u-rcm tax liability arista[ from the (1,023.8) h-an$aotion .......... : .......................... ~ .... (bg) Pmlimina~ ~slimat~ of fair value of AT&T Broadband G up 11.9 mumbo lonS-t~rm a,~t .......... "';'" :"' "::~'ii-"~ ' ' (bi0) preliminary cattmatc of adjustmcn! to ~cmrrca tax aaa, 'I ~ farina adjustmeata at combined fcdcral and state (276.7) statutory rat~ ......................................... 179.0 (bll) Certain liabliia~ r~taincd by AT&T ....................... (b12) Preliminary c~..mn, arc of adjustmcnt to fair value of other non- 2~3.9 (b13) Liabilities r~aiacd by AT&T r~lal~d ~o TC! paci~c Prcferrad (b14) Redcmplion of Micm~of~ Cor~onaon Q~ .*. P~limlnary estimate of fair value of identifiable n~t a.ssctx 31.911.3 acquired ............................................. $ I ?,324.3 Acquisilion ~oodwill ..................................... Calcalatlan of ~oodwill acq, d~gon adjustment A0qui.nition ~oodwill ..................................... 17,324.3 Grosa value of AT&T Broadband Group gxxtwill ............ (b3) Goodwill ac~uiiiti0n adju~rmcat ........................... (l) Ma~dmum number of shares of aammon stock that could bc i~uad ia thc AT&T Broadband m~r~cr ............... 1,2.35.0 . Sham cquiralont of intrinsic value of AT&T Bmod. band ~4.0}. Group stock up6em and stack appreciation ri~hu~ ......... Common stack to b¢ issuad to AT&T sharaholctorm ................................ 1,231.0 Certain programmlni and other cooiracts o~' AT~T Broadband and ComcaS~ may, by their terms, be a.ssumcd, allerod or terminated a.s a m~ult et' thc completion of thc AT,iT Comcast trausa~ion. However, duc to contid~ntiality provisions ia those centrals as well as ~egal :~nrictions, these ~arrns cannot be shared between the ~o partiea as el' the dat~ of this proxy. Th~"~foro, raanagcmant ~a.anot ~tly cst.~atc the i~lpact, if any, of favorable or ttu~avorablc ~ontract$ that may ro~t from the altimatc allocation of purchase pric~. See note (m) to the Unaualtcd Pro leorma Combined Condcn.~cd Statements of Opcratians for a scn~t{viw analysis o1' the purohas~: price allocation. (¢) Rcprasertts thc refinancing of c:dstin8 shoH:-tcrm debt duc to AT&T ($.~90.0) and c~rta~ Ionlt- term dcbt ($2,98t.2 plo accrued intorast o.f S,t8.4) with n,c.w ctcb.t rcfxnancifl~ lc a~sxtmed to be fundcet half ,anth short-term ~ct~t an{: llal: wttn ~ong-term oco~. (d) Represents thc roclassifi, c. ation of AT&T iroadban~l Group's invcstn'tant ia Comcast as fotlows: !eli~atlon of Comcast stock ticld by AT&T Broadband Group ................. $ (1,701.0) (pal' value common stocJ: $47.:t and a~clttxonal capl:a~ a ,o~ . .~ ................ 1,701.0 AT&T COMCAST CORPORATION UNAUDZT!rD PRO FORP/L4. COMBINED CONDF-'N$1~D STATEMENT OF OPERATIONS For the yem' ended Deczmber 31, HbmdcsJ REVENUES s (65.1) (b) from o~tmni¢ r~tdlin{ ............ COS'~ AND E~ENS~ 2,21~.~ 4,~0 ~.0 ~dng ................................. ~st ~ ~ s~d from ~=c~c ~.~ Scl~ Scn~l ~d ~min2~fiv~ ............ t~0.9 ~1~.0 34L0 ~at~n .............................. ~3T'] 1,674.0 4~.0 1,7~4.0 ~.0 2ti.0 OPERATING LOSS ......................... OTHER INCOME (EXPENSE) Investment income (cxpemo) ................ Other income (exl~use) .................... INCOME (LOSS) BEFORE [HCOME TAXES, MINORITY IHTEREST, EXTRAORDINARY ITEMS ~ CUMULATIVE EFFECT OF ACCOUNTING CHANGE ................. 6~.t) s,.]?s,.6 n,,m.o ,/~r,_o. (43.11) (16t.0) (S,656.0) (2TLO) (22.a) 2;425.8 7,345.0 off~t~din~ ~ b~slc ........................ 890.7 INCOME TAX (EXPENSE) 8ENEI~'r ....... INCOME (LO~S) BEFORE MINORITY IlCTEREST, E~'TRAORDINARY ITEMS AND cUMULATIVE EFFECT OF AC~'OuNTINO CHANGE ................. 2,1 ~gl.4 ($,~31.0) Not Ires MINORITY 1~2EREST iNCOME (EXPENSE) ............................. {113.]) 4,062-0 INCOME (LOSS) BEFORE F.X'n~O~.DIN^~¥ ITEMS AND CuMULaTIVE EF~CT OF ACCOm, rn:'~O CHANOE ................. FREF~.SD D [VI~E~DS .................. ~CO~S (LOSS) SO~ CO~ON ~OCKHOLDE~ BEFORE ~ORD~ARY I~MS C~ ~ OF ACCOU~ING CHANGE ................. ~ ~02L6 $ (5~,0) (1.701.4) 1.711.8 (5.081-2) 597.0 (i) 106.0) (b) I~O.0 (k) 4000.7 1,363.0 (1,~07.4) '7 ~.88.8 (I,080.5) (2~.$) $ 1,563.0 $(1,807.4) S 2.488.8 $(l,t0~.0) $ (0.20) S (0.~0) i,29s.? (~) 2,~89.4 1,3o2.7 (t) 2,251.4 Sec Notes to Unaudi~d Pro Forma Combiu~d Condensed Statcm;nt of Op;rations 1,601.7 (10,01 $.0) 2,75Z.0 (2,SS2.&) 2,082.9 (~,4~3.S) 3?0.0 (i) io~.? (69t.4) (1,323.0) (3i2.0) 9S3.9 (84~) (37.4) (b) S62.~ 666,0 666.0 (967.0] (i) (:212) (67.0) (b) 4S'LO (0 ($70.3) ~.825-6 4~.0 3,341.0 (2.736.0) Cc) _ ~,762-7 (I.~6LO) --3.029.0 (2,860.~.) (352.9) 2,216.4 (k) RepreSents lhe elimination of hhtorlca[ dividends on QUIPS ~ch~g~d for AT&T Broad~d Group common s~. (1) For b~c eaminls per sh~, this adj~tmtnt rcp~s~n~ th~ i~u~ of AT&T Comc~ sha~ to AT&T ~hoid=~ ~d Mic~afl Co~orafion offs~ by sh~ of Comc~t o~ ~ AT&T B~adb~d G~up which ~ cl~s~cd ~ ~u~ shes (sec Notc (d) to ~ Unaudii~d Pro Fc~a Com~ncd Cond~scd B~cc Shoot) In addition, c~ per ~ ~umlng ~u~on h~ ~cn adj~d Io ~ude ~hc ~ufivc ~t5 of AT&T Comc~t ~k optio~ i~cd ~ cx~hal~ for ~c AT&T B~adb~d Gmp st~k options, (m) ~c p~ ~o~a combin~ ~nd~s~ fine,ii s~tcmcn~s ~ a p~min~ ~l~fion to t~blc ~c~ liab~iilc~ ~11 ~d other inl~blc ~sclL ~c ~ pu~c pgcc ~lo~fion may r~ult in diffcr~t ~l~fions for ~blc ~d in~c ~ ~ that p~cn~d in ~c~ ~ fora ~mb~cd c~dcnscd tin.il staicm=n~. ~c f~lo~n~ ~lc shows ~c a~ulc do~ cff~t on pm fora nci in.mc (in~) appO~blc to ~on sioc~oldc~ ~d not ~comc (~) ~ ~ ~u~nS ~uti~ for ~ I5~ of ~h~c price ~l~tcd to '~o~bl~ ~sc~ or ~ B~fics ~ ~smcd wci~t~d avc~ ~f~ fiv~. ~ ~crc~c ~ ~c pu~c ~nt ~lcd to ~l~ ~sc~ or I d~c ~ ~c ~nl ~icd to ~a~ or an incm~ in ~ ~ount ~l~atad m ~n [ia~lifi~ ~ ~sult in ~ ~ to nat ~a. Web,ted Aunp ~ Five years Nc! income ............................................... Per share ................................................. Tcu yca~ Nc! income ............................................... ?ct sh~rc TwcnP/ ~cr s~ ................................................. S61.5 $46.1. $0.03 $0.02 $30.8 $23.1 $0.0t $15.4 S11.5 $0.01 $0.01 10 Exhibit 10 Transferee, AT&T Comcast Corporation, will be the world's leading provider of broadband video, voice and data services and will have a presence in 41 states with approximately 22 million subscribers. AT&T and Comcast each bring over 30 years of experience and expertise in the cable industry to the combined company. AT&T Comcast will become the indirect parent company of AT&T and Comcast subsidiaries operating cable systems throughout the United States, including the franchisee that owns and operates your cable system. You have previously considered and approved the tectmieal qualifications, experience and expertise of your current franchisee, and the combined companY will further strengthen the current franchisee's technical qualifications, experience and expertise. ' Officer of Mr. Brian Roberts, President of Comcast, will be President and Chief Executive the new company with all day-to-day authority over the operation of the business. Mr. Roberts, as CEO, will also be responsible for all matters relating tO other officers and employees of the new company, and will consult with the Chairman with respect to senior officers. Mr. Roberts and the management team he selects will be responsible for the full operational control of the merged company. Mr. Roberts p!an~ to continue Comcast's demonstrated track record in system upgrades, deployment of new services and customer care. Tt$CHLEI[ & _A_ssoCn~T~S, INC. 4701 Sangamor~ Road Suite N210 B~thesda, MD 20816 (301) 320-6900 Fax: (301) 320-4B§0 80 Annandale Road Pasade ha, CA 91 t 05 -I 40,1 (818) 790-617D Pax: (818) 79D-6235 (800) 424-4318 tisr, hlerassociates.com Piscz[ Impact Analysis Capital Improvements Programs Impact Fee 8ystms Gro,,~h Policy Planning Economic and Mark~i Analysis Fiscal and Economic Sottwem tailored ~ar asch commanfly TO': FROM: Terrance Moore, City Manager ~..~. ,,f S~oasUar~ Chris Culli,'mn · roomer & Asso~me.- ( DATE: March 5, 2002 Draft copy of "Level of gez"~ice, Cost and Revenue A~sumptmr~ for Proto~pe L~mf Uae Analy.s,~'. Pursuant to Task 3 of TA's work scope, enclosed for your review is a draft copy of the "Level of Service, Cost an~ P. evanae Assumptions for Prototype Land Use A~alysis" (LOS document). ?lease review the estimates and assumptions in this document as these will be the deterauning factors in the net fiscal results for each of the prototype land TA has calculated preI~mina_? net fiscal results for each of the pinto .type land uses using the estimates ang assumptions i~ ~e enclosed document. We have provided these preliminary figures to provide a context in which_ . _ to review the LOS document. Single Fmil~ ~ Valne S~e Fmily Me~m Value Sm~e Fa~¢' Low VMue To~ouse ~mmity Condn~m M~fi-F~ly Ren~ .Nonresidential Protorype~ Comm~.r. oialfRetail Office Industrial Flex Net Fiscal Results $607 [ $86 l' $150 ~234 $61 .Yet Fiscal Results per J, 000 ~ -$l,100 $75 -$!47 Attached zs a more detailed breakdown m the net fiscal results by fens for each of the protOtype land uses. It appears that the main reasons for the resident'iai surpluses are the remount of revermes generated by ad valorem mx~ and those revenues driven by population, including ut/lits, service taxes, franchise fees and state sbxaed revenues (local half cent sales mx). The mare reason for nonresidential deficits is that these land uses receive nc cred/t in the Special Revenue and Capital Improvement Faud~ for revenues fi.om ddscret/onmD' ~..tes tax mhd local option ~as mx, w~ch are both driven by population. Once the City has signed offon the LOS document and mutually agreed changes are made, we will pro¢~d to finish the final report. Please COlltaCt me '~. ~L vou have any questions or comments. 2 Tischler & Associates, Inc, SINCE 1895 March 6, 2002 Mr. Terrence R. Moore, City Manager City of Sebastian 1225 Main Street Sebastian, FL 32958 Dear Mr. Moore: Thank you for taking the time to meet with me regarding a possible expansion of the town limits of the city of Sebastian to include some land that I own on County Road 510. I have attached a map that was taken fxom the 2001 Indian River County plat directory. There could be some changes of ownership in the subject area that occurred after the plat book was published but there are no changes to either Graves Brothers Company's property or that owned by Ryall et.al. As we discussed, there are some recent changes to the subject area that should make it more appealing for development and thereby appealing to the city. A new elementary school will open in that area in September of this year. The county has completed a new sewer line along CR 510 recently which means that both county water and sewer services are available to that area. The area has good access to the city of Sebastian especially if as planned some of the roads within the city are extended to CR 510 in the future. There also is good access to the Veto Beach area. I have talked to Mr. Alan Ryall concerning this issue and he is in full agreement to exploring the possibilities of being included into the city. Referring to the enclosed map you will note that most of the land that is in the block south of CR 510, west of CR 505, east of Vero Lake Estates and no~th ora line that is one mile south of CR 510 is either owned by Graves Brothers Company or Ryall et.al. Please let me know if you need additional information. v~y.~tm!~ ,y°ur~,~ / ~/ Copies: ~. Man Ry~l ~. Ed Majcher, Jr. P.O. Box 277 · 8465 Old Dixie Highway · Wabasso, Florida 32970 561-589-4356 · Fax 561-589-5901 ° www.graves-bros.com F'ROM F~× NO. ~ ~50~4~5~75 .IAl S.t IT .TIO N 84'1 Felts~nere Road Sebash'aa, Florida 32958 Teteph~me: (56I) 3SS-9685 2002 05:56PM P2 March 14, 2001 Transmitted By Facsimile Mr. Terrence Moore City Manager City of Sebastian 1225 Main Street Sebastian, Florida 32958 Dear Mr. M~oore: Several weeks ago, your office contacted our office and advised me of your request that I make a presentation before the City Council of the City of Sebastian on February 27~ regarding the solid waste collection services. Although at that time I agreed to make the presentation per your request, t became ill and was unable to make the preseglation on the scheduled date. Now that l am better, ~ am ready to make the presentation as previously requested. Irt an effort to ensure that tthe presentation covers the in~brmation you want presented to the City Council, it weald be appreciated if we receive a brief outline of the areas that need to be covered. Please advise of the next scheduled date you prefer this presentation to be made, We look forward to hearing from you in the near flits_re. Again, thank yon for your continued cooperation. ' Executive Vice President cc: Amy Sinelli, Igler & Doughcrty, Esq.