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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: August 25, 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.
August 25, 1994
Item 5. Other Events.
Developments in the Proposed Merger with McCaw Cellular Communications,
Inc. ("McCaw")
As previously discussed in a current report on Form 8-K filed by
AT&T Corp. ("AT&T") with the Securities and Exchange Commission, date of
report July 15, 1994 (the "July 15 8-K"), and a quarterly report on Form
10-Q for the quarterly period ended June 30, 1994 (the "1994 Second Quarter
10-Q"), AT&T, McCaw and the United States entered into a proposed consent
decree (the "Proposed Consent Decree") on July 15, 1994, related to the
proposed merger between AT&T and McCaw (the "Merger"). AT&T also had filed
for a waiver of Section I(D) of the 1982 Modification of Final Judgment
(the "MFJ") to permit the Merger to proceed with respect to the interests
owned by McCaw in certain cellular properties controlled by the Bell
Operating Companies ("BOCs").
On August 25, 1994, an order (the "August 25 Order") was entered
in the U.S. District Court for the District of Columbia granting the motion
filed by AT&T, for a waiver of Section I(D) of the MFJ. The August 25
Order imposes the conditions proposed by AT&T and the United States in
their submissions in the waiver proceeding.
In addition, while granting the waiver requested by AT&T to
permit AT&T to acquire the McCaw interests at issue, the August 25 Order
provides that AT&T will be required to divest its interest in the BOC
systems at issue in the proceeding should the Court determine, after full
consideration of the record in the separate Antitrust Procedures and
Penalties Act proceedings being conducted regarding the Merger, that the
Proposed Consent Decree is not in the public interest and cannot be
modified so as to satisfy that requirement.
In a separate action, the U.S. District Court for the District of
Columbia declined to accept the transfer to it of an action brought by
plaintiffs Bell Atlantic Corporation, Nynex Corporation and certain
subsidiaries (the "Bell Atlantic Complaint"), which was filed in the U.S.
District Court for the Eastern District of New York. The Bell Atlantic
Complaint alleges that the effect of the Merger may be to substantially
lessen competition in violation of Section 7 of the Clayton Act and seeks
preliminary and permanent injunctive relief to prevent the Merger. See
discussion regarding the Bell Atlantic Complaint in the 1994 Second Quarter
10-Q, Management's Discussion and Analysis of Results of Operations and
Financial Condition. AT&T had moved successfully in the U.S. District
Court for the Eastern District of New York to have the action transferred
to the U.S. District Court for the District of Columbia. As a result of
the refusal by the U.S. District Court for the District of Columbia to
accept the transfer, the Bell Atlantic Complaint has been returned to the
U.S. District Court for the Eastern District of New York.
On August 26, 1994, the U.S. District Court for the Eastern District
of New York issued an order setting a briefing schedule on the issue of
whether plaintiffs can, as a matter of law, establish the irreparable
injury component of a claim for preliminary injunctive relief. The Court
expects to decide this issue on September 13, 1994, and on that date it
expects to set a schedule for further proceedings. The order also provides
that AT&T will not close the Merger unless it has provided the plaintiffs
with notice of at least three business days.
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Form 8-K AT&T Corp.
August 25, 1994
In a separate matter, various applications filed by AT&T and
Craig O. McCaw with the Federal Communications Commission (the "FCC")
related to the proposed transfer of control of McCaw to AT&T remain pending
before the FCC. The consent of the FCC is required prior to consummation
of the Merger.
With respect to all of the foregoing, there can be no assurance
that the court or regulatory actions requested by AT&T will be granted or
granted without unacceptable conditions, or that AT&T will successfully
oppose the Bell Atlantic Complaint, or that other challenges to the Merger
will not be made on antitrust grounds.
If the Merger is not consummated by September 30, 1994, the
Merger agreement may be terminated by AT&T or McCaw. AT&T is not required
to consummate the Merger if any court or governmental or regulatory
authority of competent jurisdiction enjoins the Merger or imposes any
condition or restriction on its consummation unacceptable to AT&T in its
reasonable judgment.
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Form 8-K AT&T Corp.
August 25, 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
August 29, 1994
