AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1999
REGISTRATION NO. 333-70279-3
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 3 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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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:
STEVEN A. ROSENBLUM, ESQ. STEPHEN M. BRETT, ESQ. FREDERICK H. MCGRATH, ESQ.
WACHTELL, LIPTON, ROSEN & TELE-COMMUNICATIONS, INC. BAKER & BOTTS, L.L.P.
KATZ TERRACE TOWER II 599 LEXINGTON AVENUE
51 WEST 52ND STREET 5619 DTC PARKWAY NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10019 ENGLEWOOD, COLORADO 80111 (212) 705-5000
(212) 403-1000 (303) 267-5500
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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.
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<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT
NO.
2.01* Agreement and Plan of Restructuring and Merger, dated as of June 23,
1998, among the Registrant, Italy Merger Corp. and
Tele-Communications, Inc. ("TCI") (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* Terms of Tax Sharing Agreement between the Registrant and TCI.
2.03* Form of Certificate of Incorporation and Bylaws of Liberty Media
Corporation.
2.04* Form of Contribution Agreement.
2.05* Form of LLC Agreement of Liberty Media Group LLC.
2.06* Intercompany Agreement Principles.
2.07* Certain Terms of Inter-Group Agreement.
2.08* Voting Agreement, dated as of June 23, 1998, and amended and
restated as of October 9, 1998, among the Registrant, Dr. John
C. Malone and Leslie Malone.
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, 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 Baker & Botts, L.L.P. as to certain U.S. federal
income tax matters.
23.01* Consent of Robert S. Feit (included in Exhibit 5.01).
23.02* Consent of Credit Suisse First Boston Corporation.
23.03* Consent of Goldman, Sachs & Co.
23.04* Consent of Donaldson, Lufkin & Jenrette Securities Corporation.
23.05* Consent of PricewaterhouseCoopers LLP.
_____________________
* Previously filed.
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<PAGE>
EXHIBIT
NO.
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23.06* Consent of KPMG LLP.
23.07* Consent of KPMG LLP.
23.08* Consent of KPMG LLP.
23.09* Consent of KPMG LLP.
23.10* Consent of KPMG LLP.
23.11* Consent of KPMG Audit Plc.
23.12* Consent of Deloitte & Touche LLP.
23.13* Consent of KPMG LLP.
23.14* Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.01).
23.15* Consent of Baker & Botts, L.L.P. (included in Exhibit 8.02).
24.01* Powers of attorney.
99.01* Form of Proxy Card to be used in connection with the Special Meeting
of Shareholders of the Registrant.
99.02* Form of Proxy Card to be used in connection with the Special Meeting
of Shareholders of TCI.
________________
*Previously filed
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<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
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* Controller 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)
March 12, 1999
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EXHIBIT INDEX
EXHIBIT PAGE
NO. DOCUMENT DESCRIPTION NO.
2.01 * Agreement and Plan of Restructuring and Merger, dated as
of June 23, 1998, among the Registrant, Italy Merger Corp.
and Tele-Communications, Inc. ("TCI") (the "Merger
Agreement") (included as Appendix A to the Proxy
Statement/Prospectus). The Registrant agrees to furnish
supplementally a copy of any omitted schedule of the
Commission upon request.
2.02 * Terms of Tax Sharing Agreement between the Registrant and TCI.
2.03 * Form of Certificate of Incorporation and Bylaws of Liberty
Media Corporation.
2.04 * Form of Contribution Agreement.
2.05 * Form of LLC Agreement of Liberty Media Group LLC.
2.06 * Intercompany Agreement Principles.
2.07 * Certain Terms of Inter-Group Agreement.
2.08 * Voting Agreement, dated as of June 23, 1998, and amended and
restated as of October 9, 1998, among the Registrant, Dr. John C.
Malone and Leslie Malone.
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, 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 Baker & Botts, L.L.P. as to certain U.S.
federal income tax matters.
23.01 * Consent of Robert S. Feit (included in Exhibit 5.01.)
23.02 * Consent of Credit Suisse First Boston Corporation.
23.03 * Consent of Goldman, Sachs & Co.
23.04 * Consent of Donaldson, Lufkin & Jenrette Securities
Corporation.
___________________
* Previously filed.
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<PAGE>
EXHIBIT PAGE
NO. DOCUMENT DESCRIPTION NO.
23.05 * Consent of PricewaterhouseCoopers LLP
23.06 * Consent of KPMG LLP.
23.07 * Consent of KPMG LLP.
23.08 * Consent of KPMG LLP.
23.09 * Consent of KPMG LLP.
23.10 * Consent of KPMG LLP.
23.11 * Consent of KPMG Audit Plc.
23.12 * Consent of Deloitte & Touche LLP.
23.13 * Consent of KPMG LLP.
23.14 * Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.01).
23.15 * Consent of Baker & Botts, L.L.P. (included in Exhibit 8.02).
24.01 * Powers of attorney.
99.01 * Form of Proxy Card to be used in connection with the Special Meeting
of Shareholders of the Registrant.
99.02 * Form of Proxy Card to be used in connection with the Special Meeting
of Shareholders of TCI.
_____________________
*Previously filed.
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EXHIBIT 8.01
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
March 9, 1999
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 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 Tele-Communications, Inc., a
Delaware corporation ("TCI"), and Italy Merger Corp. ("Subcorp"), a Delaware
corporation and a wholly owned subsidiary of AT&T, in which Subcorp will merge
with and into TCI (the "Merger") with TCI surviving as a wholly owned subsidiary
of AT&T, pursuant to the Agreement and Plan of Restructuring and Merger among
AT&T, Subcorp and TCI dated as of June 23, 1998 (the "Agreement"). At your
request, and pursuant to Section 8.2(d) of the Agreement, we are rendering our
opinion concerning certain United States federal income tax consequences of the
Merger.
In that connection, we have reviewed: (i) the Certificate of Incorporation
and By-laws of each of AT&T, TCI and Subcorp as currently in effect and as they
are proposed to be amended prior to the Merger, (ii) the Agreement, (iii)
certain resolutions adopted by the Board of Directors of each of AT&T and TCI
and (iv) such other documents, records and papers as we have deemed necessary or
appropriate in order to give the opinion set forth herein. For purposes of such
opinion, we have relied, with the consent of AT&T and the consent of TCI, 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 TCI
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
<PAGE>
AT&T Corp.
March 9, 1999
Page 2
"Registration Statement"), the proxy statement of AT&T and the proxy statement
of TCI/prospectus of AT&T (the "Proxy Statements/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 such
proxy statement of TCI/prospectus of AT&T.
We have also assumed that (i) the transactions contemplated by
the Agreement will be consummated in accordance therewith and as described in
the Proxy Statements/Prospectus, (ii) the Merger will be reported by AT&T and
TCI on their respective United States federal income tax returns in a manner
consistent with the opinion set forth below, (iii) the Merger will qualify as
a statutory merger under the applicable laws of the State of Delaware and
(iv) Liberty Media Group Tracking Stock and TCI Ventures Group Tracking Stock
is stock in TCI for United States federal income tax purposes.
Based upon and subject to the foregoing, it is our opinion, under currently
applicable United States federal income tax law, that:
(i) the Merger should be treated for United States federal income tax
purposes as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code");
(ii) each of AT&T, Subcorp and TCI should be a party to the
reorganization within the meaning of Section 368(b) of the Code;
(iii) no gain or loss should be recognized by TCI, AT&T or Subcorp as
a result of the Merger; and
(iv) no gain or loss should be recognized by a shareholder of TCI as a
result of the Merger with respect to shares of TCI Common Stock converted
solely into AT&T Common Stock or New Liberty Media Group Tracking Stock
(except with respect to cash received by a TCI shareholder in lieu of
fractional shares).
This opinion may not be applicable to TCI shareholders who received their
TCI Common Stock pursuant to the exercise of employee stock options or otherwise
as compensation.
We are furnishing this opinion 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.
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<PAGE>
AT&T Corp.
March 9, 1999
Page 3
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
references to us in the Proxy Statements/Prospectus. In giving such consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
jjs/dlp
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EXHIBIT 8.02
[LETTERHEAD OF BAKER & BOTTS, L.L.P.]
March 9, 1999
Tele-Communications, Inc.
Terrace Tower II
5619 DTC Parkway
Englewood, CO 80111-3000
Ladies and Gentlemen:
We have acted as counsel to Tele-Communications, Inc., a Delaware
corporation ("TCI") in connection with the planned merger (the "Merger") into
TCI of Italy Merger Corp., a Delaware corporation ("Merger Sub"), which is a
newly formed and wholly-owned subsidiary of AT&T Corp., a New York Corporation
("AT&T"), pursuant to an Agreement and Plan of Restructuring and Merger, dated
as of June 23, 1998, as amended, among AT&T, Merger Sub and TCI (the
"Agreement"). Unless otherwise specified, capitalized terms shall have the
meaning assigned to such terms in the Agreement.(1)
In rendering this opinion, we have examined and are relying upon
(without any independent investigation or review thereof) the truth and accuracy
at all relevant times of the statements, covenants, and representations
contained in (i) the Agreement, (ii) the amendment to the AT&T Charter, a form
of which is included as Appendix B to the Proxy Statement (as defined below),
which will be in effect on the Closing Date, (iii) the Joint Proxy
Statement/Prospectus dated January 8, 1999 included in the Registration
Statement on Form S-4 filed by AT&T with the Securities and Exchange Commission
("SEC") in connection with the Merger (the "Proxy Statement") and (iv) the
officers' certificates dated as of the date hereof that were provided to us by
AT&T and TCI and which are attached hereto as exhibits. In addition, we assume
that the Merger will be consummated strictly in accordance with the Agreement
and as described in the Proxy Statement. Any inaccuracy in any of the
aforementioned statements, representations, and assumptions or breach of any of
the aforementioned covenants could adversely affect our opinion.
On the basis of and subject to the foregoing and subject to the
limitations set forth below, it is our opinion that, under presently applicable
U.S. federal income tax law:
(i) The Merger should be treated for U.S. Federal income tax purposes as
a reorganization within the meaning of Section 368(a) of the Code;
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(1) References contained in this letter to the Agreement include, unless
the context otherwise requires, each document attached as an exhibit or annex
thereto.
<PAGE>
(ii) Each of AT&T, Merger Sub and TCI should be a party to the
reorganization within the meaning of Section 368(b) of the Code;
(iii) No gain or loss should be recognized by TCI as a result of the
Merger; and
(iv) No gain or loss should be recognized by a shareholder of TCI as a
result of the Merger with respect to shares of TCI common stock
converted solely into Parent Common Shares or Parent Liberty
Tracking Shares.
Our opinion is based on our interpretation of the Code, applicable
Treasury regulations, judicial authority, and administrative rulings and
practice, all as of the date hereof. There can be no assurance that future
legislative, judicial or administrative changes or interpretations will not
adversely affect the accuracy of the conclusions set forth herein. We do not
undertake to advise you as to any such future changes or interpretations unless
we are specifically retained to do so. Our opinion will not be binding upon the
Internal Revenue Service (the "Service"), and the Service will not be precluded
from adopting a contrary position. No opinion is expressed as to any matter not
specifically addressed above including, without limitation, the tax consequences
of the Merger under any foreign, state, or local tax law.
This opinion is delivered to you solely in connection with and for
purposes of the transactions contemplated by the Agreement and is not to be
relied upon by any other person, quoted in whole or in part, or otherwise
referred to (except in a list of closing documents), nor is it to be provided to
any other person without our prior written consent. Notwithstanding the
foregoing sentence, we consent to the filing with the SEC of this letter as an
exhibit to the Registration Statement of which the Proxy Statement is a part and
to the reference to our firm under the heading "Material Federal Income Tax
Consequences" and "Legal Matters" contained therein. In giving such consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules of the SEC
thereunder.
Sincerely,
/s/ Baker & Botts, LLP
BAKER & BOTTS, L.L.P.
Attachments
