Stockholders of AT&T Inc. voted overwhelmingly at a special meeting here today to approve the issuance of common stock to BellSouth shareholders in connection with AT&T's acquisition of BellSouth Corporation. The proposal was approved by more than 98 percent of the votes cast.

Earlier today, shareholders of BellSouth voted to approve the acquisition at a special meeting in Atlanta. Approximately 97 percent of the shares that were voted approved the merger.

"We appreciate that stockholders of both companies recognize the benefits the proposed merger offers for customers, for the company and for the communities we serve," said AT&T Chairman and Chief Executive Officer Edward E. Whitacre Jr. "And we're gratified with the regulatory approvals we have received to date. We are confident that the remaining state and federal agencies will also recognize that the merger will create a company that is better positioned to deliver the types of next-generation communications services customers want and deserve."

In addition to approvals by AT&T and BellSouth stockholders, the two companies have now received clearance from regulators in all three foreign countries requiring a review as well as from 14 of the 18 U.S. states where they have filed for approval.

Reviews continue in four other states and at the U.S. Department of Justice and the Federal Communications Commission. The companies expect to complete the merger this fall.

Together, under one brand, AT&T, BellSouth and Cingular would be better able to bring residential and business customers innovative wireless, video, voice and Internet services. It would do so by leading the industry evolution to Internet Protocol (IP) technologies and creating a single wireless and wireline network that would offer communications and entertainment services that customers can use where, when and how they wish.

Consumers who are seeking a real alternative to dominant cable companies should see faster deployment of next-generation video services as a result of AT&T's groundbreaking entry into IPTV and the unparalleled research and development work under way at AT&T Labs, coupled with BellSouth's extensive deployment of fiber networks.

Business customers in the southeastern United States and across the country stand to benefit from the expertise and innovation of AT&T Labs, as well as the combination of AT&T's state-of-the-art national and international networks and advanced services with BellSouth's local exchange and broadband distribution platforms and expertise.

Whitacre pledged to maintain BellSouth's current level of charitable giving and its historic position as a prominent corporate citizen in the Southeast, just as it has done in the communities where AT&T has traditionally operated.

"AT&T has long supported local communities and the initiatives that are important to them, whether it's in the area of philanthropy, community involvement or economic development," he said. "We will continue BellSouth's historic levels of giving and its community activities throughout its nine- state area."

Upon closing, BellSouth will merge with a subsidiary of AT&T, and each share of BellSouth will be converted into 1.325 shares of AT&T common stock.