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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
IVI PUBLISHING, INC.
______________________________________________________
(Name of Issuer)
Common Stock, $.01 par value
_________________________________________________
(Title of Class of Securities)
450707 10 4
____________________________
(CUSIP Number)
Marilyn J. Wasser, 32 Avenue of the Americas, New York, NY 10013-2412
(212-387-5400)
______________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 30, 1995
_____________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ....
Check the following box if a fee is being paid with the statement .X. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 450707 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
AT&T Corp. 13-4924710
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)___
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 830,937**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 830,937**
WITH
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,937**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 5(a)
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Item 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this
statement relates is Common Stock $.01 Par Value (the "Stock") of
IVI Publishing Inc., a Minnesota corporation (the "Issuer").
The name and address of the principal executive offices of
the Issuer are:
IVI Publishing, Inc.
7500 Flying Cloud Drive
Minneapolis, Minnesota 55344-3739
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). The name of the person filing this
statement is AT&T Corp. ("AT&T"). AT&T is a New York corporation
with its principal executive offices at 32 Avenue of the
Americas, New York, New York 10013-2412. AT&T is a major
participant in two industries: the global information movement
and management industry and the financial services and leasing
industry.
The attached Schedule I is a list of the executive officers
and directors of AT&T which contains the following information
with respect to each such person: name; business address;
present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
citizenship.
AT&T has no controlling person or corporation.
(d), (e). During the last five years, neither AT&T nor, to
the best of AT&T's knowledge, any person named on Schedule I has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
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Item 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
As of the date hereof, AT&T beneficially owns the number of
shares of Stock of the Issuer described below. Such shares are
deemed to be beneficially owned by virtue of AT&T's acquisition
of an option (the "Option") granting AT&T the immediate right to
acquire beneficial ownership of such Stock. It is expected that
the funds for the purchase of shares pursuant to any exercise of
the Option will be obtained from AT&T's working capital.
1. An option to purchase up to that number of the
shares of Stock of the Issuer (at an exercise price of $10
per share) which shall equal 10% of the issued and
outstanding Stock of the issuer after taking into the
account the exercise of the Option. AT&T acquired the
Option in exchange for the various agreements and
obligations of AT&T pursuant to the Anchor Brand Content
Provider Agreement, dated October 30, 1995 (the "Content
Agreement"), between AT&T and the Issuer.
Item 4. PURPOSE OF THE TRANSACTION.
The event that required the filing of this Schedule 13D was
the acquisition on October 30, 1995 of the Option as part of the
Content Agreement pursuant to which the issuer will be providing
content to be distributed through an AT&T online service.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AT&T has acquired the Option which grants AT&T the
immediate right to purchase that number of shares of Stock of the
Issuer which shall equal 10% of the issued and outstanding Stock
of the Issuer after taking into the account the exercise of the
Option. Based upon 7,478,431 shares of Stock outstanding per the
Issuer's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1995, the estimated aggregate number of shares of
the Stock beneficially owned by AT&T pursuant to the Option is
830,937.
To the best of AT&T's knowledge, none of the persons listed
on Schedule I hereto beneficially owns any shares of Stock of the
Issuer.
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(b) AT&T possesses the sole power to vote or direct the
vote and to dispose of or direct the disposition of all of the
shares of stock beneficially owned by it. The voting and
dispositive power of the persons listed on Schedule I hereto is
only that attributable generally to officers and directors of
AT&T.
(c) To the best of AT&T's knowledge there have been no
transactions in the class of securities reported on that were
effective during the past 60 days by AT&T or the persons listed
on Schedule I hereto.
(d) To the best of AT&T's knowledge, no other person is
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth under Items 3 and 4 is
incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SCHEDULE I
Each of the persons named below is a citizen of the United
States of America. For each person whose principal employment is
with AT&T, the principal business of their employer is described
under Item 2 above.
Principal Occupation or
Employment; Business
Address; and Principal
Name Business of Employer
Robert E. Allen Chairman and Chief Executive Officer,
AT&T
32 Avenue of the Americas
New York, NY 10013-2412
R. S. Bodman Senior Vice President, Corporate
Strategy and Development, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Harold W. Burlingame Senior Vice President - Human
Resources, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
M. Kathryn Eickhoff President of Eickhoff Economics, Inc.
(Economic Consultants)
510 LaGuardia Place, Suite 400
New York, NY 10012
Walter Y. Elisha Chairman and Chief Executive Officer
of Springs Industries, Inc.
(Textiles Manufacturing)
205 North White Street, P. O. Box 70
Fort Mill, SC 29715
Philip M. Hawley Retired Chairman and Chief Executive
Officer of Carter
Hawley Hale Stores, Inc. (Department Stores)
444 South Flower Street - Suite 228
Los Angeles, CA 90071-2900
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Principal Occupation or
Employment; Business
Address; and Principal
Name Business of Employer
Carla A. Hills Chairman & Chief Executive Officer of
Hills & Company (international
consultants)
1200 19th Street, N.W. - 5th Floor
Washington, DC 20036
Belton K. Johnson Former Owner of Chaparrosa Ranch
100 West Houston Street
Suite 1100
San Antonio, TX 78205
Marilyn Laurie Senior Vice President - Public
Relations, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Drew Lewis Chairman and Chief Executive Officer
of Union Pacific Corp.
(Transportation Natural Resources,
and Environmental Services)
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
A. J. Mandl Executive Vice President, AT&T & Chief
Executive Officer of Communications
Services Group
295 North Maple Avenue
Basking Ridge, NJ 07920
W. B. Marx, Jr. Executive Vice President, AT&T & Chief Executive
Officer of Multimedia Products Group
295 N. Maple Avenue
Basking Ridge, NJ 07920
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Principal Occupation or
Employment; Business
Address; and Principal
Name Business Employer
R. A. McGinn Executive Vice President, AT&T & ChiefExecutive
Officer Network Systems Group
475 South Street
Morristown, NJ 07962
Donald F. McHenry President of IRC Group, Inc.
(Consultants)
Georgetown University
School of Foreign Service ICC 301
Washington, DC 20057
R. W. Miller Executive Vice President, AT&T & Chief Financial
Officer
295 N. Maple Avenue
Basking Ridge, NJ 07920
V. A. Pelson Executive Vice President, AT&T &
Chairman of Global Operations Team
295 North Maple Avenue
Basking Ridge, NJ 07920
Donald S. Perkins Retired Chairman of the Board of Jewel Companies,
Inc. (Diversified Retailer)
100 North Riverside Plaza
Suite 1700
Chicago, IL 60606
Henry B. Schacht Chairman and Former Chief Executive
Officer of Cummins Engine Company,
Inc.
Box Number 3005
Columbus, IN 47202-3005
Michael I. Sovern President Emeritus & Chancellor Kent
Professor of Law at Columbia
University
435 W. 116th Street, Box B20
New York, NY 10027
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Principal Occupation or
Employment; Business
Address; and Principal
Name Business of Employer
Daniel C. Stanzione President, Bell Laboratories
Division, AT&T
600 Mountain Avenue
Murray Hill, NJ 07974
Franklin A. Thomas President of the Ford Foundation
320 East 43rd Street
New York, NY 10017
Joseph D. Williams Chairman of the Executive Committee
Warner-Lambert Co. (Pharmaceuticals,
Health Care and Consumer Products)
182 Tabor Road
Morris Plains, NJ 07950
Thomas H. Wyman Chairman, S. G. Warburg & Co. Inc.
The Equitable Center
787 7th Avenue
New York, NY 10019
John D. Zeglis Senior Vice President--General Counsel
and Government Affairs, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: November 9, 1995
AT&T Corp.
By: Marilyn J. Wasser
Corporate Vice President - Law
and Secretary
