TCOMA / TCOMB / LBTYA / LBTYB / TCIVA / TCIVB / What do I own?
ENGLEWOOD, Colo., Feb. 17 /PRNewswire/ -- At a special meeting of its stockholders held earlier today, Tele-Communications, Inc. ("TCI") stockholders overwhelmingly approved: (1) the Agreement and Plan of Restructuring and Merger among AT&T Corp. ("AT&T"), Italy Merger Corp. and TCI, under which TCI would become a wholly owned subsidiary of AT&T and holders of TCI common stock would receive AT&T common stock; (2) the combination of Liberty Media Group ("Liberty") and TCI Ventures Group ("TCI Ventures"); and (3) an increase in the number of authorized shares of Liberty Media Group Series A and Series B common stock to 2.5 billion and 250 million shares, respectively.
TCI/AT&T Merger
Subject to receipt of necessary regulatory and other approvals and the satisfaction of necessary closing conditions, TCI and AT&T anticipate closing the merger in March 1999. Upon completion of the merger, each share of TCI Group Series A common stock will be exchanged for 0.7757 of a share of AT&T common stock and each share of TCI Group Series B common stock will be exchanged for 0.8533 of a share of AT&T common stock. In addition, the Liberty Group stocks will become tracking stocks of AT&T. As a result, each share of Liberty Media Group Series A and Series B common stock will be exchanged for one share of new Liberty Media Group Class A or Class B common stock, respectively; and each share of TCI Ventures Group Series A and Series B common stock will be exchanged for 0.52 of a share of the new Liberty Media Group Class A or Class B common stock, respectively. Cash will be paid in lieu of fractional shares.
Liberty/Ventures Combination
It is currently expected that the combination of Liberty and TCI Ventures will become effective as a result of the TCI/AT&T merger, rather than as a separate event preceding the merger. Immediately prior to the closing of the TCI/AT&T merger, TCI Ventures will transfer or attribute to TCI Group its entire interest in certain assets. In exchange for such asset transfers, TCI Group will pay TCI Ventures Group an aggregate of approximately $5.5 billion in cash.
Share Exchange and Ticker Symbol Information
Following completion of the TCI/AT&T merger, record holders of TCI Group, Liberty and TCI Ventures will receive a letter of transmittal to exchange their shares for the appropriate securities. For those stockholders holding shares in "street" name (not held of record, but in a broker account), the broker will be responsible for exchanging the shares into AT&T securities.
TCI Group, Liberty and TCI Ventures common stock will be delisted from The Nasdaq Stock Market upon completion of the merger. TCI Group shareholders will receive AT&T common stock, which is traded on the New York Stock Exchange under the symbol T. In addition, the new Liberty Media Group Class A and Class B common stock has been approved for listing on the New York Stock Exchange and will trade under the symbols LMG.A and LMG.B, respectively.
Tele-Communications, Inc. is traded through the TCI Group, the TCI Ventures Group and the Liberty Media Group common stocks. TCI Group Series A and Series B common stock (TCOMA/TCOMB); TCI Ventures Group Series A and Series B common stock (TCIVA/TCIVB); and Liberty Media Group Series A and Series B common stock (LBTYA/LBTYB) are traded on the National Market tier of The Nasdaq Stock Market.
SOURCE Tele-Communications, Inc.
/CONTACT: Julie Goldsmith or Dennis Sienko, 303-267-5048, of TCI Investor
Relations; or LaRae Marsik or Katina Vlahadamis, 303-267-5273, of TCI Media
Relations; or Vivian Carr of Liberty Media, 303-721-5406/ |
