Shareholders OK AT&T-Comcast Merger


AT&T Corp. shareholders overwhelmingly approved the merger of AT&T
Broadband and Comcast Corp. at AT&T's annual shareholders' meeting Wednesday
in Charleston, S.C.

According to an AT&T press release, about 69 percent of the company's
outstanding shares voted for the merger, with just 2 percent voting against.

Other proposals tied to the merger were also approved by wide margins,
including new corporate-governance provisions for the new AT&T Comcast
Corp., which would make it difficult for shareholders to oust CEO Brian Roberts
before 2010 or chairman C. Michael Armstrong before 2005.

AT&T shareholders also approved a 1-for-5 reverse stock split for
AT&T and a proposal to create a tracking stock for its AT&T Consumer
Services unit.

'With their votes, shareowners have demonstrated their strong support for
AT&T's restructuring,' AT&T chairman and CEO Armstrong said in a
prepared statement.

'At a time when several of our competitors are struggling, today's results
put us well on the way to executing our plan for positioning our broadband,
business and consumer units to compete -- and lead -- in their respective
markets,' he added.

Earlier in the day, Comcast shareholders approved the AT&T Broadband
merger at Comcast's annual meeting in Philadelphia. That approval was largely a
formality because Comcast president Roberts and his family control more than 80
percent of the MSO's voting stock.

The merger -- which would create the largest MSO in the country, with 22
million subscribers -- is still awaiting approval by the Federal Communications
Commission, and it is expected to close by the end of the