AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1999
REGISTRATION NO. 333-75083-1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
AT&T CORP.
(Exact name of Registrant as specified in its charter)
NEW YORK 4811 13-4924710
(State of incorporation) (Primary Standard (I.R.S. Employer
Industrial Identification
Classification Code Number) Number)
32 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10013-2412
(212) 387-5400
(Address, including zip code, and telephone number,
including area code, of the Registrant's principal
executive offices)
------------------
MARILYN J. WASSER, ESQ.
VICE PRESIDENT - LAW AND SECRETARY
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, NEW JERSEY
(908) 221-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
DAVID M. SILK, ESQ. MARK D. GERSTEIN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ LATHAM & WATKINS
51 WEST 52ND STREET SEARS TOWER, SUITE 5800
NEW YORK, NEW YORK 10019 233 SOUTH WACKER DRIVE
(212) 403-1000 CHICAGO, ILLINOIS 60606-6401
(312) 876-7700
----------------------------------
Approximate date of commencement of proposed sale to the public: as
promptly as practicable after this Registration Statement becomes effective.
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, CHECK THE FOLLOWING BOX. [ ]
================================================================================
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT
NO.
- -------
2.01* Amended and Restated Merger Agreement, dated as of October 2,
1998, among the Registrant, Winston, Inc. and Vanguard
Cellular Systems, Inc. ("Vanguard") (the "Merger Agreement")
(included as Appendix A to the Proxy Statement/Prospectus).
The Registrant agrees to furnish supplementally a copy of any
omitted schedule to the Securities and Exchange Commission
(the "Commission") upon request.
2.02* Agreement and Plan of Restructuring and Merger among the
Registrant, Italy Merger Corp. and Tele-Communications, Inc.,
dated as of June 23, 1998 (incorporated by reference to
Exhibit 2.01 to the Registrant's Registration Statement on
Form S-4, File No. 333-70279). The Registrant agrees to
furnish supplementally a copy of any omitted schedule to the
Commission upon request.
4.01* No instrument that defines the rights of holders of long-term
debt of the Registrant and all of its consolidated
subsidiaries is filed herewith pursuant to Regulation S-K,
Item 601(b)(4)(iii)(A). Pursuant to such regulation, the
Registrant hereby agrees to furnish a copy of any such
instrument to the Commission upon request.
5.01* Opinion of Robert S. Feit, Esq., General Attorney and
Assistant Secretary of the Registrant, as to the legality of
the securities being registered.
8.01 Opinion of Wachtell, Lipton, Rosen & Katz as to certain U.S.
federal income tax matters.
8.02 Opinion of Latham & Watkins as to certain U.S. federal income
tax matters.
23.01* Consent of Robert S. Feit, Esq., General Attorney and
Assistant Secretary of the Registrant (included in Exhibit
5.01).
23.02* Consent of Wasserstein Perella & Co., Inc.
23.03* Consents of PricewaterhouseCoopers LLP.
23.04* Consent of KPMG LLP.
23.05* Consent of KPMG LLP.
23.06* Consent of Arthur Andersen LLP.
- -----------------------
* Previously filed.
II-1
<PAGE>
EXHIBIT
NO.
- -------
23.07* Consent of Arthur Andersen & Co.
23.08* Consent of KPMG LLP
23.09* Consent of Wachtell, Lipton, Rosen & Katz (included in
Exhibit 8.01).
23.10* Consent of Latham & Watkins (included in Exhibit 8.02).
24.01* Powers of attorney.
99.01* Option Agreement, dated as of October 2, 1998, between the
Registrant and Vanguard (included as Appendix B to the Proxy
Statement/Prospectus).
99.02* Voting Agreements, dated as of October 2, 1998, between the
Registrant and Haynes G. Griffin, Stephen R. Leeolou, L.
Richardson Preyer, Jr., Stuart S. Richardson, Piedmont
Harbor-Piedmont Associates Limited Partnership and the Smith
Richardson Foundation, Inc. (incorporated by reference to
Exhibit 3 to the Schedule 13D filed by the Registrant with
respect to Vanguard on October 2, 1998).
99.03* Charitable Trust and Family Foundation Voting Agreements,
dated as of December 22, 1998, between the Registrant and The
Haynes G. Griffin 1998 Charitable Remainder Unitrust, the
Griffin Family Foundation, The Stephen R. and Mary D. Leeolou
1998 Charitable Remainder Unitrust, the Leeolou Family
Foundation, the Lunsford Richardson Preyer, Jr. Charitable
Remainder Unitrust and the Preyer-Jacobs Foundation
(incorporated by reference to Exhibit 7 to Amendment No. 2 to
the Schedule 13D filed by the Registrant with respect to
Vanguard on January 4, 1999).
99.04* Letter Agreement, dated December 28, 1998, between the
Registrant and Vanguard regarding the Executive Loan Program
(incorporated by reference to Exhibit 6 to Amendment No. 2 to
the Schedule 13D filed by the Registrant with respect to
Vanguard on January 4, 1999).
99.05* Form of Vanguard Proxy Card.
99.06* Form of Election and Letter of Transmittal.
- -----------------------
* Previously filed.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-4 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 4th day of
May, 1999.
AT&T CORP.
By: /s/ Marilyn J. Wasser
Name: Marilyn J. Wasser
Title: Vice President - Law and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY
PRINCIPAL EXECUTIVE OFFICER:
C. Michael Armstrong* Chairman and Chief Executive
Officer
PRINCIPAL FINANCIAL OFFICER:
Daniel E. Somers* Senior Executive Vice President
and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Nicholas S. Cyprus* Vice President and Chief
Accounting Officer
DIRECTORS
C. Michael Armstrong*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Walter Y. Elisha*
George M.C. Fisher*
Donald V. Fites*
Ralph S. Larsen*
Donald F. McHenry*
Michael I. Sovern*
Sanford I. Weill*
Thomas H. Wyman*
John D. Zeglis*
* By: /s/ Marilyn J. Wasser
Marilyn J. Wasser
(Attorney-In-Fact)
May 4, 1999
II-3
<PAGE>
EXHIBIT LIST
EXHIBIT
NO.
- -------
2.01* Amended and Restated Merger Agreement, dated as of October 2,
1998, among the Registrant, Winston, Inc. and Vanguard
Cellular Systems, Inc. ("Vanguard") (the "Merger Agreement")
(included as Appendix A to the Proxy Statement/Prospectus).
The Registrant agrees to furnish supplementally a copy of any
omitted schedule to the Commission upon request.
2.02* Agreement and Plan of Restructuring and Merger among the
Registrant, Italy Merger Corp. and Tele-Communications, Inc.,
dated as of June 23, 1998 (incorporated by reference to
Exhibit 2.01 to the Registrant's Registration Statement on
Form S-4, File No. 333-70279). The Registrant agrees to
furnish supplementally a copy of any omitted schedule to the
Commission upon request.
4.01* No instrument which defines the rights of holders of long-
term debt, of the Registrant and all of its consolidated
subsidiaries, is filed herewith pursuant to Regulation S-K,
Item 601(b)(4)(iii)(A). Pursuant to this regulation, the
Registrant hereby agrees to furnish a copy of any such
instrument to the Commission upon request.
5.01* Opinion of Robert S. Feit, Esq., General Attorney and
Assistant Secretary of the Registrant, as to the legality of
the securities being registered.
8.01 Opinion of Wachtell, Lipton, Rosen & Katz as to certain U.S.
federal income tax matters.
8.02 Opinion of Latham & Watkins as to certain U.S. federal income
tax matters.
23.01* Consent of Robert S. Feit, Esq., General Attorney and
Assistant Secretary of the Registrant (included in Exhibit
5.01).
23.02* Consent of Wasserstein Perella & Co., Inc.
23.03* Consents of PricewaterhouseCoopers LLP.
23.04* Consent of KPMG LLP.
23.05* Consent of KPMG LLP.
23.06* Consent of Arthur Andersen LLP.
- ------------------------
*Previously filed.
II-4
<PAGE>
EXHIBIT
NO.
- -------
23.07* Consent of Arthur Andersen & Co.
23.08* Consent of KPMG LLP
23.09* Consent of Wachtell, Lipton, Rosen & Katz (included in
Exhibit 8.01).
23.10* Consent of Latham & Watkins (included in Exhibit 8.02).
24.01* Powers of attorney.
99.01* Option Agreement, dated as of October 2, 1998, between the
Registrant and Vanguard (included as Appendix B to the Proxy
Statement/Prospectus).
99.02* Voting Agreements, dated as of October 2, 1998, between the
Registrant and Haynes G. Griffin, Stephen R. Leeolou, L.
Richardson Preyer, Jr., Stuart S. Richardson, Piedmont
Harbor-Piedmont Associates Limited Partnership and the Smith
Richardson Foundation, Inc. (incorporated by reference to
Exhibit 3 to the Schedule 13D filed by the Registrant with
respect to Vanguard on October 2, 1998).
99.03* Charitable Trust and Family Foundation Voting Agreements,
dated as of December 22, 1998, between the Registrant and The
Haynes G. Griffin 1998 Charitable Remainder Unitrust, the
Griffin Family Foundation, The Stephen R. and Mary D. Leeolou
1998 Charitable Remainder Unitrust, the Leeolou Family
Foundation, the Lunsford Richardson Preyer, Jr. Charitable
Remainder Unitrust and the Preyer-Jacobs Foundation
(incorporated by reference to Exhibit 7 to Amendment No. 2 to
the Schedule 13D filed by the Registrant with respect to
Vanguard on January 4, 1999).
99.04* Letter Agreement, dated December 28, 1998, between the
Registrant and Vanguard regarding the Executive Loan Program
(incorporated by reference to Exhibit 6 to Amendment No. 2 to
the Schedule 13D filed by the Registrant with respect to
Vanguard on January 4, 1999).
99.05* Form of Vanguard Proxy Card.
99.06* Form of Election and Letter of Transmittal.
- -----------------------
* Previously filed.
II-5
EXHIBIT 8.01
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
May 3, 1999
AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Ladies and Gentlemen:
We have acted as special counsel to AT&T Corp., a New York corporation
("AT&T"), in connection with the proposed merger of Vanguard Cellular Systems,
Inc., a North Carolina corporation ("Vanguard"), and Winston, Inc. ("Subcorp"),
a Delaware corporation and a wholly owned subsidiary of AT&T, in which Vanguard
will merge with and into Subcorp (the "Merger") with Subcorp surviving as a
wholly owned subsidiary of AT&T, pursuant to the Amended and Restated Agreement
and Plan of Merger dated as of October 2, 1998, as amended (the "Agreement"). At
your request, and pursuant to Section 6.1(e) of the Agreement, we are rendering
our opinion concerning certain federal income tax consequences of the Merger.
For purposes of the opinion set forth below, we have relied, with the
consent of AT&T and the consent of Vanguard, upon the accuracy and completeness
of the statements and representations (which statements and representations we
have neither investigated nor verified) contained, respectively, in the
certificates of the officers of AT&T and Vanguard dated the date hereof, and
have assumed that such statements and representations will be complete and
accurate as of the Effective Time. We have also relied upon the accuracy of the
Registration Statement of AT&T on Form S-4 (the "Registration Statement") and
the joint proxy statement/prospectus of AT&T and Vanguard, as amended through
the date hereof (the "Joint Proxy Statement/Prospectus") filed with the
Securities and Exchange Commission in connection with the Merger. Any
capitalized term used and not defined herein has the meaning given to it in the
Joint Proxy Statement/Prospectus or the appendices thereto (including the
Agreement).
<PAGE>
AT&T Corp.
May 3, 1999
Page 2
We have also assumed that (i) the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Registration Statement and the Joint Proxy Statement/Prospectus, (ii) the Merger
will be reported by AT&T and Vanguard on their respective federal income tax
returns in a manner consistent with the opinion set forth below, and (iii) the
Merger will qualify as a statutory merger under the applicable laws of the State
of North Carolina and the State of Delaware.
Based upon and subject to the foregoing, it is our opinion, under
currently applicable United Stated federal income tax law, that the Merger will
be treated for federal income tax purposes as a reorganization qualifying under
the provisions of Section 368(a) of the Internal Revenue Code of 1986, as
amended.
We are furnishing this opinion solely to you and solely in connection
with the transactions contemplated by the Agreement, and it is not to be relied
upon, used, circulated, quoted or otherwise referred to for any other purpose or
by any other party without our consent.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
jjs/dlp
EXHIBIT 8.02
[Latham & Watkins Letterhead]
May 3, 1999
Vanguard Cellular Systems, Inc.
2002 Pisgah Church Road
Greensboro, NC 27455
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
proposed merger (the "Merger") of Vanguard Cellular Systems, Inc. ("Vanguard"),
a North Carolina corporation, and Winston, Inc. ("Subcorp"), a Delaware
corporation and a wholly owned subsidiary of AT&T Corp., a New York corporation
("AT&T"), pursuant to which Vanguard will merge with and into Subcorp with
Subcorp surviving as a wholly owned subsidiary of AT&T, all as described in the
Amended and Restated Agreement and Plan of Merger dated as of October 2, 1998
(the "Agreement").
In connection with the Merger, you have requested our opinion
as to whether, for United States federal income tax purposes, the Merger
qualifies as a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended (the "Code"). This opinion is being furnished
pursuant to section 6.1(e) of the Agreement.
As your counsel, we have made such legal and factual
examinations and inquiries as we have deemed necessary or appropriate for
purposes of this opinion. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents.
<PAGE>
Latham & Watkins
May 3, 1999
Page 2
We have been furnished with, and have relied upon, with the
consent of Vanguard and AT&T, certificates of officers of Vanguard and AT&T
dated as of the date hereof with respect to certain factual matters and have
assumed that the statements in such certificates are complete and accurate. In
addition, we have relied upon the accuracy of the Registration Statement of AT&T
on Form S-4 (the "Registration Statement") and the joint proxy
statement/prospectus of AT&T and Vanguard (the "Joint Proxy
Statement/Prospectus") filed with the Securities and Exchange Commission in
connection with the Merger. We have also assumed that the Merger will qualify as
a statutory merger under the applicable laws of the State of North Carolina and
the State of Delaware, and the Merger will be consummated in accordance with the
Agreement, the Registration Statement and the Joint Proxy Statement/Prospectus.
We are opining herein as to the effect on the subject
transaction only of the federal tax laws of the United States and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or as to any matters of municipal law or the laws
of any local agencies within any state. In rendering our opinion, we have
considered the current provisions of the Code, Treasury regulations (proposed,
temporary and final) promulgated thereunder, juridical decisions and Internal
Revenue Service rulings. It should be noted that statutes, regulations, judicial
decisions and administrative interpretations are subject to change at any time
and, in some circumstances, with retroactive effect. A change in the authorities
upon which our opinion is based could affect our conclusion. Moreover, there can
be no assurance that any of the opinions expressed herein will be accepted by
the Internal Revenue Service. We disclaim any undertaking to advise you of any
subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law.
Subject to the foregoing and the other matters set forth
herein, it is our opinion that, as of the date hereof, under current United
States federal income tax law, the Merger will qualify as a reorganization
within the meaning of Section 368 of the Code.
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
Very truly yours,
/s/ Latham & Watkins
