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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 19, 1994
AT&T CORP.
A New York Commission File I.R.S. Employer
Corporation No. 1-1105 No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-1412
Telephone Number (212) 387-5400
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Form 8-K AT&T Corp.
September 19, 1994
Item 2. Acquisition or Disposition of Assets.
On September 19, 1994, Ridge Merger Corporation, a wholly owned
subsidiary of AT&T Corp. ("AT&T" or the "Company"), was merged (the
"Merger") into McCaw Cellular Communications, Inc. ("McCaw"). As a result
of the Merger, McCaw has become a wholly owned subsidiary of AT&T.
The Merger was effected pursuant to the Agreement and Plan of Merger,
dated August 16, 1993, among AT&T, Ridge Merger Corporation and McCaw (the
"Merger Agreement"). The Merger Agreement is incorporated herein by
reference to Exhibit 99.E to Amendment No. 1 dated August 16, 1993, of
AT&T's Schedule 13-D, File No. 1-1105.
At the effective time of the Merger, each share of McCaw Class A
Common Stock (par value $.01 per share) and McCaw Class B Common Stock (par
value $.01 per share) issued and outstanding immediately prior to the
Merger (other than shares held by AT&T) was converted into one share of
common stock of AT&T (par value $1.00 per share).
Item 5. Other Events.
The following events relate to the Merger between AT&T and McCaw
discussed in Item 2:
On September 19, 1994, the Federal Communications Commission (the
"FCC") found the proposed merger of AT&T and McCaw, subject to certain
conditions, to be in the public interest and granted the application to
transfer control of McCaw's radio licenses to AT&T (the "September 19
Order").
Among the conditions imposed are:
-- A requirement that AT&T and McCaw abide by the FCC affiliate
transaction rules;
-- A requirement that all contracts between the cellular and
manufacturing divisions of AT&T and McCaw for the development of
proprietary products be in writing;
-- A requirement that AT&T and McCaw abide by the consumer proprietary
network information obligations currently applicable to AT&T;
-- A prohibition against unreasonable discrimination against
competitors with regard to existing contracts for the sale of cellular
network equipment and services; and
-- A prohibition against unreasonable discrimination in supplying
proprietary products and services.
On September 19, 1994, BellSouth Corporation ("BellSouth") requested
the FCC to stay its September 19 Order. The FCC has not acted on
BellSouth's request.
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Form 8-K AT&T Corp.
September 19, 1994
As previously reported in AT&T's Current Report on Form 8-K, date of
report August 25, 1994, on that date, the U.S. District Court for the
District of Columbia entered an order granting the motion of AT&T for a
waiver of Section I(D) of the 1982 Modification of Final Judgment (the
"MFJ") to permit AT&T to proceed with the Merger (the "August 25 Order").
BellSouth has noticed an appeal of the August 25 Order with the U.S. Court
of Appeals for the District of Columbia.
BellSouth also filed two motions to stay the August 25 Order. First,
on August 26, 1994, BellSouth filed a motion with the U.S. District Court
for the District of Columbia seeking a stay of the August 25 Order pending
its appeal. Second, on September 17, 1994, BellSouth filed an emergency
motion with the U.S. Court of Appeals for the District of Columbia seeking
a stay of the August 25 Order. On September 19, 1994, both the District
Court and the Court of Appeals denied BellSouth's motions for a stay. On
that same date, the Court of Appeals also set an expedited briefing
schedule for BellSouth's appeal of the August 25 Order. Oral Argument is
scheduled for November 16, 1994.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Financial Statements of the business acquired have already been
filed. See the Company's Current Report on Form 8-K, Date of
Report August 16, 1993, as amended.
(b) Pro forma financial information.
Required pro forma financial information has already been filed.
See the Company's Current Report on Form 8-K, Date of Report
August 16, 1993, as amended.
(c) Exhibits
The exhibit identified in parentheses below, on file with the
Securities and Exchange Commission ("SEC"), is incorporated
herein by reference as an exhibit hereto.
Exhibit
Number
99.E Agreement and Plan of Merger, dated August 16, 1993,
among AT&T, Ridge Merger Corporation, a Delaware
corporation and McCaw (Exhibit 99.E to Amendment No. 1
dated August 16, 1993, of AT&T's Schedule 13D, File No.
1-1105.)
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Form 8-K AT&T Corp.
September 19, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AT&T CORP.
By S. L. Prendergast
Vice President and Treasurer
September 20, 1994
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EXHIBIT INDEX
The exhibit identified in parentheses below, on file with the SEC, is
incorporated herein by reference as an exhibit hereto.
Exhibit
Number
_______
99.E Agreement and Plan of Merger, dated August 16, 1993, among AT&T,
Ridge Merger Corporation, a Delaware corporation and McCaw (Exhibit
99.E to Amendment No. 1 dated August 16, 1993, of AT&T's Schedule
13D, File No. 1-1105.)
