As filed with the Securities and Exchange Commission on March 9, 1999
Registration No. 333-70279-1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
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 13-4924710
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
32 Avenue of the Americas
New York, New York 10013-2412
(Address of Principal Executive Offices) (Zip Code)
Tele-Communications, Inc. 1998 Incentive Plan
Tele-Communications, Inc. 1996 Incentive Plan (Amended and Restated)
Tele-Communications, Inc. 1995 Employee Stock Incentive Plan (Amended and
Restated)
Tele-Communications, Inc. 1994 Stock Incentive Plan (Amended and Restated)
Tele-Communications, Inc. 1994 Nonemployee Director Stock Option Plan
Tele-Communications International, Inc. 1996 Nonemployee Director Stock
Option Plan
Tele-Communications International, Inc. 1995 Stock Incentive Plan
(Full titles of the plans)
--------------------
MARILYN J. WASSER, ESQ.
VICE PRESIDENT - LAW AND SECRETARY
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, NJ 07920
(Name and Address of Agent for Service)
(908) 221-2000
(Telephone number, including area code, of agent for service)
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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Proposed Proposed
Title of Each Class of Securities Amount to be Maximum Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Registration
Per Share Offering Price Fee
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Common Stock, 11,639,710 shares N/A N/A (2)
par value $1.00 per share
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Class A Liberty Media Group 26,760,909 shares N/A N/A (2)
Common Stock, par value $1.00
per share
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Class B Liberty Media Group 1,456,000 shares N/A N/A (2)
Common Stock, par value
$1.00 per share
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</TABLE>
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement."
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the plans (the "Plans") listed
above.
(2) Not applicable. All filing fees payable in connection with the registration
of these securities were paid in connection with the filing with the
Securities and Exchange Commission (the "Commission") of (a) the
preliminary proxy materials on Schedule 14A of AT&T Corp. ("AT&T") on
October 16, 1998 and (b) the Registration Statement on Form S-4 of AT&T
(File No. 333-70279) on January 8, 1999 (the "S-4").
<PAGE>
INTRODUCTORY STATEMENT
AT&T hereby amends the S-4 by filing this Post Effective Amendment No. 1 on
Form S-8 relating up to 11,639,710 shares of common stock, par value $1.00 per
share, of AT&T ("AT&T Common Stock"); 26,760,909 shares of Class A Liberty Media
Group common stock, par value $1.00 per share, of AT&T ("New Liberty Media Group
Class A Stock"); and 1,456,000 shares of Class B Liberty Media Group common
stock, par value $1.00 per share, of AT&T ("New Liberty Media Group Class B
Stock" and, together with the AT&T Common Stock and the New Liberty Media Group
Class A Stock, the "AT&T Stock"), issuable by AT&T upon the exercise of options
with respect to AT&T Stock under the Plans. All such shares of AT&T Stock were
originally registered pursuant to the S-4.
On March 9, 1999, Italy Merger Corp., a Delaware corporation and a wholly
owned subsidiary of AT&T ("Merger Sub"), was merged (the "Merger") with and into
Tele-Communications, Inc. ("TCI") pursuant to the Agreement and Plan of
Restructuring and Merger (the "Merger Agreement"), dated as of June 23, 1998,
among AT&T, Merger Sub and TCI. Pursuant to the Merger Agreement, when the
Merger was consummated (the "Effective Time"), among other things, each share of
common stock of TCI issued and outstanding immediately prior to the Effective
Time was converted into shares of AT&T Stock as follows:
- each share of Series A TCI Group common stock, par value $1.00 per
share, of TCI was exchanged for 0.7757 of a share of AT&T Common
Stock;
- each share of Series B TCI Group common stock, par value $1.00 per
share, of TCI was exchanged for 0.8533 of a share of AT&T Common
Stock;
- each share of Series A Liberty Media Group common stock, par value
$1.00 per share, of TCI was exchanged for one share of New Liberty
Media Group Class A Stock;
- each share of Series B Liberty Media Group common stock, par value
$1.00 per share, of TCI was exchanged for one share of New Liberty
Media Group Class B Stock;
- each share of Series A TCI Ventures Group common stock, par value
$1.00 per share, of TCI was exchanged for .52 of a share of New
Liberty Media Group Class A Stock; and
- each share of Series B TCI Ventures Group common stock, par value
$1.00 per share, of TCI was exchanged for .52 of a share of New
Liberty Media Group Class B Stock.
Pursuant to the Merger, the outstanding stock options granted under the Plans
(the "Options") will no longer be exercisable for the applicable class of common
stock of TCI but, instead, will be exercisable for the class of AT&T Stock for
which such class of common stock of TCI was exchanged.
The designation of this Post-Effective Amendment as Registration
No. 333-70279-1 denotes that this Post-Effective Amendment relates only to
the up to 11,639,710 shares of AT&T Common Stock, 26,760,909 shares of New
Liberty Media Group Class A Stock and 1,456,000 shares of New Liberty Media
Group Class B Stock issuable upon exercise of the Options and that this is
the first Post-Effective Amendment to the S-4.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by AT&T with the Commission
pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange
Act") are incorporated herein by reference:
(a) AT&T's Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(b) AT&T's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998, and September 30, 1998 (as amended on January 8,
1999); and
(c) AT&T's Current Reports on Form 8-K dated January 8, 1998, March 2,
1998, June 23, 1998, October 16, 1998 (as amended by a Form 8-K/A
filed on January 8, 1999), October 21, 1998, December 8, 1998, January
8, 1999, and January 25, 1999.
All documents subsequently filed by AT&T pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Previously filed. (See Item 20 of the S-4).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
II-1
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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-8 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
9th day of March, 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
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PRINCIPAL EXECUTIVE OFFICER:
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C. Michael Armstrong* Chairman and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
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Daniel E. Somers* Senior Executive Vice President
and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
-----------------------------
Nicholas S. Cyprus* Controller and Chief Accounting Officer
DIRECTORS
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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
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Marilyn J. Wasser
(Attorney-In-Fact)
March 9, 1999
II-3
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (previously filed as Exhibit 24.01 to the
S-4).
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
____________________
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 (No. 333-70279) of AT&T Corp. (the "Company") of
our reports dated January 26, 1998, on our audits of the consolidated financial
statements and consolidated financial statement schedule of the Company and its
subsidiaries as of December 31, 1997 and 1996 and for the years ended December
31, 1997, 1996 and 1995, which reports are included or incorporated by reference
in the Company's Current Report on Form 8-K/A dated January 8, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
March 9, 1999
