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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 14, 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 10013-2412
Telephone Number (212) 387-5400
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Form 8-K AT&T Corp.
September 14, 1994
Item 5. Other Events
The following litigation development relates to the proposed
merger (the "Merger") between AT&T Corp. ("AT&T") and McCaw Cellular
Communications, Inc. ("McCaw"):
On September 14, 1994, the U.S. District Court for the Eastern
District of New York entered a Stipulation and Order in an action brought
by Bell Atlantic Corporation, Bell Atlantic Mobile Systems, Inc., NYNEX
Corporation and NYNEX Mobile Communications Co. (collectively, the
"Plaintiffs") against AT&T and McCaw on August 8, 1994. In the action,
which was described in AT&T's Form 10-Q for the quarterly period ended June
30, 1994, and subsequent Form 8-K, date of report August 25, 1994, the
Plaintiffs sought: a preliminary injunction preventing and restraining the
Merger until the Court had ruled on the merits of the case; a judgment that
the Merger violates Section 7 of the Clayton Act; and a permanent
injunction enjoining the Merger and any acquisition by AT&T of any direct
or indirect interest in McCaw.
In the Stipulation and Order, the Plaintiffs withdrew their
request for preliminary injunctive relief to enjoin the Merger and the
Court vacated the requirement in its Order dated August 26, 1994, that AT&T
provide three days' notice of the closing of the Merger. The Plaintiffs
are prohibited from taking any other action seeking to prevent, delay or
otherwise interfere with the closing of the Merger (but can continue to
participate in the Federal Communications Commission ("FCC") and the Tunney
Act proceedings and any reviews thereof or appeals therefrom). A trial on
the merits of the Plaintiffs' request for permanent injunctive relief is
set to commence on November 1, 1994. Additionally, nothing in the
Stipulation and Order constitutes an admission and nothing in the
Stipulation and Order shall be admissible or used in any form in any other
proceeding.
The Court further ordered that upon closing of the Merger and
until December 31, 1994:
1. McCaw shall not increase its long-distance prices to cellular
customers, and AT&T shall not initiate tariff filings that increase
long-distance prices to the Plaintiffs' cellular customers other than
through tariffs that do not distinguish between cellular-originated
and landline-originated calls.
2. In the event the Plaintiffs believe AT&T or McCaw have
improperly increased the prices charged to the Plaintiffs for cellular
network equipment or software, the Plaintiffs may apply to the Court
for relief.
3. AT&T shall not furnish to McCaw, or use in marketing McCaw's
services, lists of, or usage information concerning, cellular
customers of the Plaintiffs who have presubscribed to AT&T's long-
distance service for their cellular service.
4. AT&T may elect the board of directors of McCaw and exercise
management and direction as required (a) under applicable FCC and
state regulatory rules and regulations, (b) to permit the Merger to
qualify as a tax-free merger, (c) for pooling of interests accounting
treatment, (d) to allow McCaw to undertake acquisitions or PCS
(personal communications services) bids or to finance or fund McCaw's
operations, and (e) to comply with the Section I(D) order under the
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Form 8-K AT&T Corp.
September 14, 1994
Modified Final Judgment, and AT&T's stipulation with the United States
in UNITED STATES v. AT&T CORP., No. 94-01555 (HHG), both in the U.S.
District Court for the District of Columbia. AT&T will not otherwise
take any action to alter the current practices of McCaw's cellular
systems. No physical assets or intellectual property shall be
transferred between AT&T and McCaw outside the ordinary course of
business absent prior notice to the Plaintiffs.
5. AT&T will not take any action that will reduce its
allocation of resources or personnel or level of support with respect
to the development or availability of cellular network equipment or
associated software purchased by or developed for the Plaintiffs or
the provision of installation, delivery, maintenance and repair
services for such equipment or software, where such action adversely
affects the Plaintiffs' business.
6. No new compensation programs shall be introduced which
reward AT&T officers, directors or employees for McCaw's performance.
7. AT&T will not transfer employees to or from McCaw without
providing notice to the Plaintiffs.
8. AT&T shall engage in no new proprietary development of
cellular network equipment, including software, or cellular long-
distance services for McCaw.
9. McCaw shall not pay any dividends to AT&T without Court
approval.
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Form 8-K AT&T Corp.
September 14, 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 15, 1994
