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To: GraceZ who wrote (9432)5/13/1999 8:02:00 AM
From: John Carragher  Respond to of 29970
 
May 13, 1999

At Home, Road Runner Deal
Is Considered a Long Shot

By LESLIE CAULEY and REBECCA BLUMENSTEIN
Staff Reporters of THE WALL STREET JOURNAL

Shares of At Home Corp., the high-speed data service controlled by
AT&T Corp. surged on the news that the long-distance company was
buying MediaOne Group Inc. The spurt reflected Wall Street's expectation
that At Home would finally merge with Road Runner, the high-speed rival
controlled by MediaOne and Time Warner Inc.

Think again.

Though the idea of a merger is getting an
enthusiastic thumbs up on Wall Street and in
Silicon Valley, people close to At Home and
Road Runner actually consider that possibility
to be a long shot. These people say the
regulatory climate in Washington, where
AT&T is seen as an ever-expanding cable
behemoth dominating the broadband market, and Time Warner's historical
resistance to the idea are two big reasons a merger isn't likely soon.

Last week, C. Michael Armstrong, AT&T's chairman, declined to
speculate on the future of Road Runner. With MediaOne, AT&T would
have about 34% ownership of Road Runner, and share management
control 50-50 with Time Warner. Mr. Armstrong noted that AT&T also
will maintain its controlling stake in At Home. People close to the situation
emphasize that it is premature to speculate on the ultimate outcome of
those assets though it is conceivable, for example, that AT&T could trade
some of these very holdings as part of future deals.

People close to At Home say the company is eager to merge with Road
Runner in order to cut costs and increase national visibility. That said, it
won't be up to At Home to make that decision because of the increasingly
complex web of players and issues involved.

Meanwhile, AT&T's plan to buy MediaOne for $54 billion in cash and
stock won't be finalized soon. The deal isn't scheduled to close until the
first quarter of 2000, but some observers think it could take 18 months or
longer because of regulatory issues.

Insiders say a merger of At Home and Road Runner in the meantime might
further antagonize regulators, who have already signaled that they plan to
give close scrutiny to the MediaOne transaction. The MediaOne deal,
which follows AT&T's acquisition of cable-giant Tele-Communications
Inc., will leave AT&T with access to more than 60% of U.S. cable homes.
AT&T insists, however, that it will own connections to only about 25% of
those homes.

AT&T's plans also are expected to get extra regulatory scrutiny because
of the involvement of Microsoft Corp. The software company recently
agreed to invest $5 billion for a 3% stake in AT&T, and the promise of an
expanded role in providing AT&T's broadband technology.

Still, analysts say the perception that AT&T is lining up the pieces to take
control of the emerging broadband market, whether real or not, could
cause trouble for AT&T in Washington if it makes any moves related to At
Home and Road Runner. "Talk about pushing more things together only
raises more flags for regulators," says Tom Wolzien, a cable analyst with
Sanford C. Bernstein & Co. For that reason, Mr. Wolzien says he
"wouldn't be surprised to see the At Home-Road Runner merger on the
back burner until everything else is resolved."

Meanwhile, some rivals have already expressed worry over AT&T's
everexpanding cable empire. Though At Home and Road Runner don't
compete head-on, a merger would probably be used as fodder by rivals to
fan the flames in Washington. So far, federal regulators have sided with
cable companies. But a merger of At Home and Road Runner would give
rivals "an excuse to start screaming again," says Jessica Reif, an analyst
with Merrill Lynch & Co.

Then there is the Time Warner issue. Time Warner's Chairman Gerald
Levin passed on an invitation to get in on the ground floor of At Home
when it was being put together a few years ago. He still believes Road
Runner's closely held financial structure makes more sense for the
entertainment company, which has long viewed Road Runner as a
showcase for Time Warner programming, say people familiar with Mr.
Levin's thinking. A Time Warner spokesman declined to comment.

A proposed merger of Road Runner and At Home more than a year ago
fell apart, in part, because of Mr. Levin's insistence that Time Warner
programs get an exclusive arrangement with At Home's cable operators,
people familiar with the matter say.

Finally, it isn't clear that At Home's board would be eager to endorse a
merger. At Home's board includes representatives of AT&T's cable rivals,
including Cox Communications Inc. and Comcast Corp., which just had
MediaOne snatched away by AT&T in a high-profile bidding war.

Some of all this uncertainty is beginning to show. At Home's stock rose
13% in the days after AT&T's bid was announced though it has since
fallen back slightly. It closed Wednesday at $158.1875, up $2.5625, on
the Nasdaq Stock Market.

--Kara Swisher Contributed to this article.