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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: February 15, 1995
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
February 15, 1995 AT&T Corp.
Item 5. Other Events
LIN Broadcasting Corporation
As previously reported, LIN Broadcasting Corporation ( LIN ) is 52%
owned by McCaw Cellular Communications, Inc. ("McCaw"), a wholly owned
subsidiary of AT&T Corp. ("AT&T"). Under a private market value guarantee
agreement (the PMVG ) between McCaw and LIN, a process began on January 1,
1995, to determine the private market value per share of LIN (the Private
Market Price ) using independent appraisers, as set forth below. After the
Private Market Price is determined, McCaw will have 45 days to decide
whether to proceed with the acquisition of all the public shares at that
price, subject to the approval of the LIN public shareholders.
AT&T and McCaw have not made any decision as to whether McCaw should
proceed with an acquisition of the LIN public shares. If the Private
Market Price is set at a level that AT&T and McCaw believe is reasonable,
AT&T and McCaw expect that McCaw would seek to proceed with an acquisition.
Any such acquisition would involve a substantial capital expenditure. The
public shareholders hold approximately 25 million shares of LIN. If the
Private Market Price is set at a level that AT&T and McCaw believe is not
reasonable, AT&T and McCaw expect that McCaw would not proceed with an
acquisition. If McCaw does not proceed with an acquisition, the agreement
provides that McCaw will put LIN in its entirety up for sale under the
direction of the LIN independent directors, subject to the approval of the
LIN public shareholders.
Pursuant to the PMVG, each of McCaw and the LIN independent directors
retained an appraiser (hereinafter, the McCaw Appraiser and the LIN
Appraiser, respectively,) in each case to determine the private market
value per share of LIN as defined under the PMVG. On February 15, 1995,
the McCaw Appraiser and the LIN Appraiser determined that value to be $105
per share (the Lower Appraised Amount ) and $155 per share (the Higher
Appraised Amount ), respectively. Because these appraisals differ by more
than 10%, a jointly designated appraiser (the Mutually Designated
Appraiser ) has been selected to arrive at its determination of the private
market value per share as defined under the PMVG (the Mutually Appraised
Amount ). The process calls for the Mutually Designated Appraiser to
complete its appraisal by March 7, 1995.
The Private Market Price will be determined as follows: If the
Mutually Appraised Amount is in the lower third of the range from $105 per
share to $155 per share (i.e., equal to or less than $121 2/3 per share),
the Private Market Price will be the average of the Mutually Appraised
Amount and $105 per share. If the Mutually Appraised Amount is in the top
third of the difference (i.e., equal to or higher than $138 1/3 per share),
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Form 8-K
February 15, 1995 AT&T Corp.
the Private Market Price will be the average between the Mutually Appraised
Amount and $155 per share. If the Mutually Appraised Amount is in the
midrange between $121 2/3 per share and $138 1/3 per share, then the
Private Market Price will be the Mutually Appraised Amount.
In connection with this matter, three purported class action suits
have been filed against AT&T and others, as described below. On February
17, 1995, two purported class actions were filed in the Delaware Chancery
Court entitled Fried v. MMM Holdings Inc., et al. and Blake v. AT&T Corp.,
et al. (the Delaware Complaints ). On February 21, 1995, a purported
class action was filed in New York State Supreme Court against AT&T and its
directors entitled Katz v. Robert E. Allen, et al. (the New York
Complaint ). The Delaware Complaints allege that AT&T, among others, has
violated its fiduciary duties, and one of the Delaware Complaints alleges
that AT&T, among others, has violated its obligations under the PMVG, in
each case by virtue of, among other things, the McCaw Appraiser s view that
the private market value of LIN as defined under the PMVG is $105 per
share. The New York Complaint similarly alleges that AT&T and its
directors have violated their fiduciary duties by virtue of, among other
things, the McCaw Appraiser s determination under the PMVG. AT&T believes
that the complaints are without merit.
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Form 8-K
February 15, 1995 AT&T Corp.
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
February 23, 1995
