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Re: [coldwarcomms] SBC buying AT&T

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  • Blake Bowers
    ... Actually, AT&T has started selling scads of stuff, SBC has frozen all their stuff a year or so ago, after a nasty fiber incident. (But they did recently
    Message 1 of 6 , Feb 2, 2005
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      > 1) SBC might want to sell some of the facilities that AT&T hangs onto
      > by inertia - SBC has little cold war tradition, and may be more focused
      > on "it pays, or it's out of here".

      Actually, AT&T has started selling scads of stuff, SBC
      has frozen all their stuff a year or so ago, after a nasty
      fiber incident. (But they did recently release a couple
      of tower sites)
    • allan lawson
      yes--at&t has for yrs trying to get the union workers out of these sites---don t know what this buyout will do doug humphrey wrote: Now that
      Message 2 of 6 , Feb 2, 2005
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        yes--at&t has for yrs trying to get the union workers out of these sites---don't know what this buyout will do

        doug humphrey <doug@...> wrote:
        Now that SBC is going to buy AT&T we should consider that the new
        owner may not have the same level of traditions concerning old gov
        systems and infrastructure - what are the possibilities?

        1) SBC might want to sell some of the facilities that AT&T hangs onto
        by inertia - SBC has little cold war tradition, and may be more focused
        on "it pays, or it's out of here".

        2) The Archives - as we all know, they have already been under pressure
        and the new owner might not have the same approach as the old. That
        is putting it very nicely.

        3) ???

        what else do you guys think might happen?


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      • Daryl R. Gibson
        It s my belief that we have a whole lot less to worry about from SBC (or any of the other Baby Bells) acquiring AT&T than we do with the other likely
        Message 3 of 6 , Feb 2, 2005
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          It's my belief that we have a whole lot less to worry about from SBC
          (or any of the other Baby Bells) acquiring AT&T than we do with the
          other likely alternatives:

          1. AT&T dying off slowly at the hands of non-telecom people.
          2. AT&T sold (for the name only) to a buyout group.
          3. AT&T declaring bankruptcy under pressure from creditors.

          The biggest problem that AT&T has had in the last few years is a series
          of managers, many of whom were recuited from non-telecom companies,
          (but some of whom were old AT&T people who couldn't see the potentials
          for the future). Somehow, I think it will do better under a person who
          has a telecom background (SBC's CEO is former AT&T) and who understands
          the nature of service, than if it's given to another consumer-marketer
          who doesn't understand the background that the company has. SBC has
          proven to be a company which is willing to change with the times -- at
          least as much as any BOC could do, with the needs and responsibilities
          of continuing universal service in the telecom field, often with an
          outdated plant.

          Whether it will provide coldwarcomms researchers with all they seek
          would be another matter, but SBC is, after all, merely an initialized
          variant of the original name of the company, Southwestern Bell
          Corporation -- and I suspect it has a copy of the Golden Boy statue
          sitting around its corporate offices somewhere. I wouldn't be surprised
          to see the Bell System's "no job is so important and no task so urgent"
          motto in their offices.

          SBC, like all of the Baby Bells, still has plenty of people within it
          who understand what the phrase "Bell System" meant, even though
          admittedly, many of those people have retired, or are on their way to
          retirement. At the time of the breakup, AT&T didn't keep all the good
          people for themselves -- the Baby Bells were staffed with good people
          by the company.

          As a matter of curiosity, I'd be interested in finding out if since the
          acquisition of GTE by Verizon, if the new Verizon-GTE has picked up
          more Bell-standard practices than the old GTE had -- particularly in
          reliability, standards of service, etc.

          Anyway, I don't think that one of the Baby Bells acquiring AT&T is
          necessarily bad, and may indeed be the best thing that's happened to it
          in the last 20 years worth of missteps on AT&T's part. Of course, that
          assumes that the merger will go through, and that SBC will wind up
          being the actual party that acquires AT&T. They don't expect the merger
          to go through until next year, and there could be a lot of water under
          the bridge (and competing offers) by the time the merger comes to


          "As you ramble through life, brother, no matter what your goal,
          keep your eye upon the doughnut, and not upon the hole"
          --Dr. Murray Banks, quoting a menu
          Daryl R. Gibson, MCSE
          Office: (801)422-2950 Cell: (801)367-4341
          Home: (702)734-6153, Utah Residence: (801)802-6348
        • ozob99
          here s the (at&t)internal release: From: AT&T Public Relations Sent: Wednesday, February 02, 2005 2:34 PM Subject: AT&T TODAY Special Edition - Q&A about the
          Message 4 of 6 , Feb 2, 2005
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            here's the (at&t)internal release:

            From: AT&T Public Relations
            Sent: Wednesday, February 02, 2005 2:34 PM
            Subject: AT&T TODAY Special Edition - Q&A about the AT&T/SBC Merger

            AT&T TODAY

            WEDNESDAY, FEBRUARY 2, 2005 – 2:30 p.m. EST

            *** SPECIAL EDITION ***

            AT&T and SBC Merger Q&A

            Frequently-asked questions, new Web site

            offer information about the merger of AT&T and SBC

            As promised in yesterday's all-employee audiocast, below is an initial
            set of Q&A about the announced merger of AT&T and SBC. We've tried to
            address some of the most frequently-asked questions received from
            employees in this first round of communication. We will provide
            additional Q&A as soon as possible, and will use AT&T TODAY to alert
            you that they're available.

            We're also launching a Merger Update Web site at: http://infocenter.
            att.com/merger/ to provide additional details and to archive
            communication on the merger. As the merger progresses, we want to be
            sure employees are informed every step of the way. Be sure to write
            us at the AT&T Employee Communications mailbox at:
            rm-attemployeecomm@... if you have questions we haven't
            answered. We can't reply to individuals but will address questions
            representative of employee interest.

            Financial & Strategic

            Why is SBC acquiring AT&T?
            The merger of SBC and AT&T is an important next step in the evolution
            of the global communications industry. It brings together two
            companies with complementary strengths, product sets and customer
            bases to capitalize on the opportunities afforded by America's
            evolving telecommunications industry in the Internet age. This deal
            is about being best positioned to compete in the new IP world. AT&T
            operates the most advanced, highest volume, global IP network in the
            world. The potential synergies from this transaction are substantial
            and very achievable. It gives AT&T the greater financial strength and
            stability it needs for success over the long term. It gives SBC a
            significant domestic and global presence in the governmental and
            large-business customer segments, an area where SBC has less presence
            today. We believe that SBC and AT&T have complementary strengths,
            assets and customer bases that, together, will help the company offer
            more advanced services to customers, grow revenues, and reduce
            expenses to a much greater extent, and more quickly, than would have
            otherwise been possible.

            What are the terms of the deal?

            Under the terms of the agreement, stockholders of AT&T will receive
            total consideration valued at $19.71 per share at the time the
            agreement was signed. That includes 0.77942 shares of SBC common
            stock for each common share of AT&T. Based on SBC's closing stock
            price on Jan. 28, 2005, this exchange ratio equals $18.41 per share.
            In addition, at the time of closing, AT&T will pay its stockholders a
            special dividend of $1.30 per share. Altogether, this is a $16
            billion transaction.

            Where will the expected $2 billion in annual cost savings come from?
            Almost all of the synergies are expected to come from reduced costs
            over and above expected cost improvements from the companies' ongoing
            productivity initiatives.

            · Nearly half of the total net synergies are expected to come
            from network operations and IT, as facilities and operations are

            · Approximately 25 percent are expected to come from the
            combined business services organizations, as sales and support
            functions are combined.

            · About 10 to 15 percent of the synergies are expected to come
            from eliminating duplicate corporate functions.

            · Approximately 10 to 15 percent of expected synergies come
            from revenues, as the combined company migrates service offerings to
            new customer segments.


            Will employees still receive a 2004 bonus and salary merit increase?

            Yes, as announced previously, qualified employees will receive a bonus
            for 2004 payable in March 2005 and a salary increase effective April
            1, 2005.

            Will there be a 2005 bonus plan?

            Yes, we'll soon send you information on the 2005 bonus plan, which
            would be payable in 2006 for qualified employees if we meet our

            Will the pending merger affect benefits for employees covered under
            the collective bargaining agreements?

            No, the terms of the current bargaining agreements will remain in

            Will the pending merger impact AT&T's management benefits prior to the
            close, and how soon after the close might benefits be changed?

            AT&T's benefit plans and programs will continue "business as usual"
            through the closing in accordance with their terms. Any decisions
            regarding benefits after the close will be made by SBC. However,
            under the merger agreement, SBC has agreed that employees and former
            employees for a period of time after the merger will have compensation
            and benefit plans and programs that are no less favorable in the
            aggregate than they have at AT&T. This commitment will continue to
            the end of the plan year (generally Dec. 31) following the first
            anniversary of the closing. For example, if the merger closes in
            2006, the commitment will generally apply through Dec. 31, 2007.

            Will the Rule of 65 continue to apply in 2005 and 2006?

            The expanded eligibility for retirement-related benefits (Rule of 65)
            applies to employees covered under the AT&T Force Management Program
            with scheduled off-payroll dates before Jan. 1, 2006. (Generally, to
            be eligible under the Rule of 65, the employee's age and years of
            service must total at least 65 at the off-payroll date.) Should the
            merger close in 2006, any extension of the Rule of 65 requires AT&T to
            consult with SBC, which we would plan to do. As more information
            becomes available, it will be communicated to employees.

            Are AT&T's pensions/cash balance accounts secure? Will the plans
            change because of the merger announcement prior to the close? Will
            the AT&T pension plans continue after the merger?

            The AT&T pension plans will not change as a result of the merger
            agreement. Individuals currently receiving pensions can be confident
            that there will be no disruption in receiving their monthly pension
            annuities from AT&T in accordance with the terms of AT&T's pension
            plans. You should be aware that under law, companies cannot reduce or
            eliminate a person's accrued and vested pension benefit under
            tax-qualified plans, such as AT&T's. In addition, AT&T's pension
            plans remain well funded. Pension funding is highly regulated under
            various Federal laws and our plans are fully in compliance with those
            funding rules. Any decisions regarding the pension plans after the
            merger closes will be made by SBC, subject to the commitments
            discussed above.

            What happens to any unvested AT&T restricted stock unit award?

            At the time of a change in control as a result of the merger closing,
            any unvested AT&T restricted stock unit award, granted on or before
            Feb. 3, 2005, would become free of all restrictions, limitations or
            conditions and become fully vested.

            Will my years of AT&T service be recognized at SBC?

            AT&T service will be recognized if employees become covered under
            SBC's compensation and benefit plans for eligibility, vesting and
            benefit accrual, with the exception of benefit accrual for defined
            benefit pension and other retirement plans.

            Merger Approval Process

            What approvals will be required?

            AT&T's shareowners, the FCC, the U.S. Department of Justice, various
            state regulatory agencies, and a small number of foreign approvals.

            How long do you anticipate regulatory approval will take?

            Because it brings together two companies with complementary strengths,
            product sets and customer bases, will help advance competition in
            several key areas, and will help revitalize America's
            telecommunications industry, we believe regulators will review it
            expeditiously. That could come as early as the first half of 2006.
            We intend to cooperate fully with their reviews and provide the
            information they request as quickly as possible.


            Where will the new company headquarters be located?
            The combined company will be headquartered in San Antonio, but will
            continue to maintain a strong employee presence in all of its key

            Should I contact my counterpart in SBC to begin the merger transition?

            No, we will communicate guidelines soon. Please remember, we are
            still separate companies and must continue to operate separately until
            the closing.

            Where can I learn more about the merger?

            We'll be communicating more information in the weeks and months ahead,
            but you can learn more now about the merger by going to the Merger
            Update Web site at: http://infocenter.att.com/merger/

            Cautionary Language Concerning Forward-Looking Statements

            This document contains forward-looking statements within the meaning
            of the U.S. Private Securities Litigation Reform Act. Forward-looking
            statements are statements that are not historical facts and are
            generally identified by the words "expects", "anticipates",
            "believes", "intends", "estimates" and similar expressions. These
            statements include, but are not limited to, financial projections and
            estimates and their underlying assumptions, statements regarding the
            benefits of the business combination transaction involving AT&T and
            SBC, including future financial and operating results and the plans,
            objectives, expectations and intentions of the combined. Such
            statements are based upon the current beliefs and expectations of the
            managements of AT&T and SBC and are subject to significant risks and
            uncertainties (many of which are difficult to predict and are
            generally beyond the control of AT&T and SBC) that may cause actual
            results to differ materially from those set forth in, or implied by,
            the forward-looking statements.

            The following factors, among others, could cause actual results to
            differ materially from those set forth in the forward-looking
            statements: the ability to obtain governmental approvals of the
            transaction on the proposed terms and schedule; the failure of AT&T
            shareholders to approve the transaction; the risk that the businesses
            will not be integrated successfully; the risk that the cost savings
            and any other synergies from the transaction may not be fully realized
            or may take longer to realize than expected; disruption from the
            transaction making it more difficult to maintain relationships with
            customers, employees or suppliers; competition and its effect on
            pricing, spending, third-party relationships and revenues. Additional
            factors that may affect future results are contained in SBC's and
            AT&T's filings with the Securities and Exchange Commission ("SEC"),
            which are available at the SEC's Web site http://www.sec.gov. Other
            than as required by applicable law, AT&T disclaims any obligation to
            update and revise statements contained in this presentation based on
            new information or otherwise.

            Additional Information

            In connection with the proposed transaction, SBC intends to file a
            registration statement, including a proxy statement of AT&T Corp., and
            other materials with the Securities and Exchange Commission (the
            "SEC"). Investors and AT&T shareholders are urged to read the
            registration statement, including the proxy statement, and other
            materials when they are available because they contain important
            information. Investors will be able to obtain free copies of the
            registration statement and proxy statement, when they become
            available, as well as other filings containing information about SBC
            and AT&T Corp., without charge, at the SEC's Internet site (http:
            //www.sec.gov). These documents may also be obtained for free from
            SBC by directing a request to SBC Communications Inc., Stockholder
            Services, 175 E. Houston, San Antonio,Texas 78258. Free copies of AT&T
            Corp.'s filings may be obtained by directing a request to AT&T Corp.,
            Investor Relations, One AT&T Way, Bedminster, New Jersey 07921.

            SBC, AT&T Corp. and their respective directors and executive officers
            and other members of management and employees may be deemed to be
            participants in the solicitation of proxies from AT&T shareholders in
            respect of the proposed transaction. Information regarding SBC's
            directors and executive officers is available in SBC's proxy statement
            for its 2004 annual meeting of stockholders, dated March 11, 2004, and
            information regarding AT&T Corp.'s directors and executive officers is
            available in AT&T Corp.'s proxy statement for its 2004 annual meeting
            of shareholders, dated March 25, 2004. Additional information
            regarding the interests of such potential participants will be
            included in the registration and proxy statement and the other
            relevant documents filed with the SEC when they become available.
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