Merger Update

    AT&T Announces Preliminary 2005 Annual Meeting Voting Results 
 
  AT&T Shareholders Vote Overwhelmingly to Approve Proposed Merger Agreement 
                           With SBC Communications 
                                        
   Acceptance a Major Step Toward Creating a Global Communications Company 
 
    DENVER, July 1 -- Shareholders of AT&T Corp. (NYSE: T) have overwhelmingly 
voted to approve a proposed merger agreement with SBC Communications (NYSE: 
SBC), the company said at the conclusion of its 120th annual meeting here today. 
The company said approximately 97.9 percent of the shares that were voted 
approved the merger. This represents more than 70.7 percent of the outstanding 
shares. 
    "The positive vote is an important step forward on the road to creating a 
leading U.S.-based global communications company for the 21st Century," said 
AT&T Chairman and CEO David W. Dorman. "Together, SBC and AT&T will create one 
of the world's premier communications companies in terms of global reach, 
innovation and service quality." 
    Dorman expressed confidence that the merger will close, as expected, in 
late 2005 or early 2006, pending necessary regulatory approvals and other 
customary closing requirements. 
    "This combination will reinforce America's role as a global communications 
leader and is also an important step toward a healthier telecom industry," 
Dorman added. "The complementary assets of AT&T and SBC will benefit customers 
of all types and enhance competition across this country and beyond." 
    The proposed transaction will combine highly complementary world-class 
assets and industry-leading capabilities. SBC is a leader in local phone and 
broadband DSL service, and offers wireless services nationwide through its 60 
percent ownership stake in Cingular Wireless.  
    AT&T has the world's most advanced communications network, portfolio and 
technologies to meet the sophisticated Internet Protocol communication needs 
of large businesses and multinational companies. As a global provider of 
networked business services and solutions, AT&T serves leading enterprises 
worldwide. 
    Under terms of the merger agreement announced Jan. 30, AT&T shareholders 
will receive 0.77942 shares of SBC common stock for each share of AT&T common 
stock. In addition, AT&T shareholders will receive a one-time special dividend 
of $1.30 per share. In total, the transaction valued AT&T at roughly $16 
billion at the time it was announced. 
    "AT&T shareholders will own a significant stake in a company with a much 
broader services portfolio," Dorman said. "We are gratified that shareholders, 
by strongly supporting the merger, recognized the economic benefits of this 
transaction as well as the strategic benefits that will arise from pairing 
such complementary assets and skill sets. This combination will be well 
positioned to deliver meaningful benefits to shareholders, customers and 
employees." 
 
    AT&T announced the preliminary results of the 2005 proxy voting, as 
follows: 
  
     * Proposal 1 -- Adopt the Merger Agreement among SBC, AT&T and the Merger  
       Sub -- approved with 566.4 million or about 70.7 percent of outstanding  
       shares. Approval of the merger agreement required a positive vote of a  
       majority of outstanding shares. 
 
     * Proposal 1a -- Adjourn the meeting, if necessary, to permit further  
       solicitation of proxies, in the event that there are not sufficient  
       votes at the time of the meeting to adopt the merger agreement --  
       approved with 589.8 million, or about 86.1 percent of the shares voted. 
 
     * Proposal 2 -- Election of Directors -- all Director nominees were  
       elected, receiving in excess of 575.8 million, or approximately 83.1  
       percent of shares voted. 
 
     * Proposal 3 -- Ratification of PricewaterhouseCoopers as Auditors --  
       ratified with approximately 662.8 million, or about 96.6 percent of  
       shares voted. 
 
     * Preliminary results for voting on shareowner proposals were as follows: 
 
     * Proposal 4 -- No future stock options -- shares voted "for" were 42.1  
       million, or approximately 7.4 percent, while shares voted "against"  
       were 527.2 million, or approximately 92.6 percent. 
 
     * Proposal 5 -- Link restricted stock unit vesting to performance --  
       shares voted "for" were 111.3 million, or approximately 19.5 percent,  
       while shares voted "against" were 457.9 million, or approximately 80.5  
       percent. 
 
     * Proposal 6 -- Executive compensation  -- shares voted "for" were 57.3  
       million, or approximately 10.1 percent, while shares voted "against"  
       were 507.9 million, or approximately 89.9 percent. 
 
     * Proposal 7 -- Poison pill -- shares voted "for" were 343.6 million, or  
       approximately 60.6 percent, while shares voted "against" were 223.8  
       million, or approximately 39.4 percent. 
 
     * Proposal 8 -- Shareholder approval of future SERPs -- shares voted  
       "for" were 165.8 million, or approximately 29.4 percent, while shares  
       voted "against" were 398.5 million, or approximately 70.6 percent. 
 
     * Proposal 9 - Shareholder ratification of severance agreements -- shares  
       voted "for" were 379.2 million, or approximately 66.6 percent, while  
       shares voted "against" were 190.2 million, or approximately 33.4  
       percent.  
 
    About AT&T 
    For more than 125 years, AT&T (NYSE: T) has been known for unparalleled 
quality and reliability in communications. Backed by the research and 
development capabilities of AT&T Labs, the company is a global leader in 
local, long distance, Internet and transaction-based voice and data services. 
 
    AT&T 'Safe Harbor' 
    The foregoing contains 'forward-looking statements' which are based on 
management's beliefs as well as on a number of assumptions concerning future 
events made by and information currently available to management. Readers are 
cautioned not to put undue reliance on such forward-looking statements, which 
are not a guarantee of performance and are subject to a number of 
uncertainties and other factors, many of which are outside AT&T's control, 
that could cause actual results to differ materially from such statements. 
These risk factors include the impact of increasing competition, continued 
capacity oversupply, regulatory uncertainty and the effects of technological 
substitution, among other risks. For a more detailed description of the 
factors that could cause such a difference, please see AT&T's 10-K, 10-Q, 8-K 
and other filings with the Securities and Exchange Commission. AT&T disclaims 
any intention or obligation to update or revise any forward-looking 
statements, whether as a result of new information, future events or 
otherwise. This information is presented solely to provide additional 
information to further understand the results of AT&T. 
    (Logo:  http://www.newscom.com/cgi-bin/prnh/19991018/ATT ) 
 
SOURCE  AT&T  
    -0-                             07/01/2005 
    /NOTE TO EDITORS:  Attention TV News Directors, Business News Producers 
    B-Roll of AT&T's 120th Annual Meeting of Shareholders will be available 
via satellite feed at 11:30 a.m. MDT and 1:00 p.m. MDT. 
    The B-Roll will include video of AT&T's Annual Meeting, Chairman and CEO 
David W. Dorman, exteriors of AT&T World Headquarters in Bedminster, N.J., and 
the AT&T Global Network Operations Center in Bedminster, N.J. 
 
                        The satellite information is: 
                          DOMESTIC ANALOG SATELLITE 
                     SATELLITE:  Galaxy 11  deg. 91 West 
                    Transponder:  KU/T-12  (36 Meg) ANALOG 
                         Down Polarization:  Vertical 
                         Down frequency:  11942.0 MHz 
             Audio Sub-carrier:  6.2 MHz (Ch-1) & 6.8 MHz (Ch-2) 
                            LO Frequency:  N/A MHz 
                             Data Rate:  N/A bps 
                            Symbol Rate:  N/A sps 
                        Forward Correction (FEC):  N/A 
                     SIGNAL ENCRYPTED:  NO, IN THE CLEAR 
                                        
Technician:  (on duty) Tel:  [phone] asks for HELP desk / 
    /CONTACT:  Jim Byrnes, office: [phone], cell: [phone], 
[e-mail], or Andy Backover, office: [phone],  
cell: [phone], [e-mail], both of AT&T/ 
    /Logo:  http://www.newscom.com/cgi-bin/prnh/19991018/ATT / 
    /Web site:  http://www.att.com / 
    (T SBC) 



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