As filed with the Securities and Exchange Commission on February 19, 1999
Registration No. 333-71167
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
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 13-4924710
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32 Avenue of the Americas
New York, New York
10013-2412
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Marilyn J. Wasser, Esq.
Vice President -- Law and Secretary
AT&T Corp.
32 Avenue of the Americas
New York, New York
10013-2412
(212) 387-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Charles S. Whitman, III, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED February 19, 1999
PROSPECTUS
AT&T Corp.
$13,080,000,000
Debt Securities
Debt Warrants
-----------------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We may list the securities on the New York Stock Exchange.
-----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
The date of this Prospectus is [_____].
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a shelf registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $13,080,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading Where You Can
Find More Information.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities:
o Annual Report on Form 10-K for the year ended December 31, 1997;
o 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;
o Current Reports on Form 8-K filed on January 16, 1998, March 2, 1998,
July 6, 1998, October 16, 1998, as amended on January 8, 1999, October
21, 1998, December 8, 1998, January 8, 1999, and January 25, 1999; and
o Proxy Statement dated January 8, 1999.
We also incorporate by reference certain documents which Tele-
Communications, Inc. has filed with the SEC:
o Annual Report on Form 10-K for the year ended December 31, 1997, as
amended on January 7, 1999 and January 12, 1999; and
o Current Report on Form 8-K filed on January 7, 1999, as amended on
January 11, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at the following address:
AT&T Corp.
32 Avenue of the Americas
New York New York 10013-2412
Attn.: Secretary's Department, AT&T, Room 2420E
(212) 387-5400
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You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of these
documents.
We have filed exhibits with this registration statement that include the
form of proposed underwriting agreement and indenture. You should read the
exhibits carefully for provisions that may be important to you.
AT&T CORP.
AT&T Corp., a New York corporation, is among the world's communications
leaders, providing voice, data and video telecommunications services to large
and small businesses, consumers and government entities. AT&T and its
subsidiaries furnish regional, domestic, international, local and Internet
communication transmission services, including cellular telephone and other
wireless services. AT&T also provides billing, directory and calling card
services to support its communications business.
On June 24, 1998, AT&T announced that it has agreed to acquire
Tele-Communications, Inc. through a merger. In connection with the TCI
transaction, AT&T will issue:
o 0.7757 AT&T shares for each share of TCI Group Series A tracking
stock,
o 0.8533 AT&T shares for each share of TCI Group Series B
tracking stock,
o one share of newly created AT&T Liberty Media Group Class A or
Class B tracking stock for each share of the corresponding series
of Liberty Media Group Class A or Class B tracking stock, and
o a cash payment in lieu of any fractional AT&T share.
In the merger, AT&T will also exchange AT&T shares or AT&T Liberty Media
Group common stock for shares of TCI convertible preferred stock.
TCI, through its subsidiaries and affiliates, engages principally in the
construction, acquisition, ownership and operation of cable television systems
and the provision of satellite-delivered video entertainment, information and
home shopping program services to various video distribution media, principally
cable television systems. TCI common stock is currently divided into three
groups, with each group intended to reflect the separate performance of a
specified group of assets and businesses of TCI:
o TCI Group tracking stock is intended to reflect the separate
performance of the TCI Group, which consists primarily of TCI's
domestic cable and telecommunications businesses,
o Liberty Media Group tracking stock is intended to reflect the
separate performance of the Liberty Media Group, which consists
primarily of TCI's programming assets, and
o TCI Ventures Group tracking stock is intended to reflect the
separate performance of the TCI Ventures Group, which is comprised
of TCI's principal international assets and businesses and
substantially all of TCI's non-cable and non-programming assets.
Following the TCI transaction, AT&T common stock will be divided into two
groups, with each group intended to reflect the separate performance of a
specified group of assets and businesses of AT&T:
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o AT&T common stock, par value $1.00 per share, which is intended to
reflect the performance of the AT&T Common Stock Group, which will
consist of the combined AT&T and the TCI Group, and
o Liberty Media Group tracking stock, which is intended to reflect
the performance of the Liberty Media Group, which will consist of
all of the businesses conducted by the current Liberty Media Group
and the current TCI Ventures Group after giving effect to certain
asset transfers from the TCI Ventures Group to the TCI Group that
were negotiated in connection with the TCI transaction.
The TCI transaction is subject to approval by AT&T shareholders and TCI
shareholders, as well as to certain other conditions. Assuming satisfaction of
such conditions, the TCI transaction is expected to be completed in the first
quarter of 1999.
For more information regarding the TCI transaction, reference is made to
the Proxy Statement/Prospectus we filed with the SEC, Registration No.
333-70279, a copy of which is available to you upon request. See Where You Can
Find More Information.
AT&T was incorporated in 1885 under the laws of the State of New York and
has its principal executive offices at 32 Avenue of the Americas, New York, New
York 10013-2412. Our telephone number is 212-387-5400. Internet users can obtain
information about AT&T and its services at http://www.att.com.
All references to us in this prospectus include AT&T, its subsidiaries, and
TCI, unless the context requires otherwise.
USE OF PROCEEDS
We will use the net proceeds from the sale of the offered securities for
general corporate purposes including capital expenditures, repayment and
refinancing of debt and acquisitions of licenses, assets, and businesses. The
amount and timing of the sales of securities will depend on market conditions
and the availability of other funds to us.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio to fixed charges for each of the periods ended is as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
------------------ ----------------------------------------------
(Unaudited) (Unaudited)
------------------ ----------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
8.3 9.1 11.1 7.9 10.1 7.1
</TABLE>
This ratio shows the coverage of earnings before income taxes to fixed
charges, which consist primarily of interest and debt expense.
For the purpose of calculating the ratio of earning to fixed charges, we
calculate earnings by adding fixed charges to income before income taxes, and by
deducting both interest capitalized during the period and AT&T's share of the
undistributed income in less-than-fifty-percent-owned affiliates. By fixed
charges we mean total interest, including capitalized interest, and a portion of
rentals, which we believe is representative of the interest factor of our rental
expense.
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DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our direct unsecured
obligations. The debt securities will be issued in one or more series under an
indenture between us and The Bank of New York, as Trustee.
This prospectus briefly outlines the main indenture provisions. The
indenture has been filed as an exhibit to the registration statement and you
should read the indenture for provisions that may be important to you.
In the summary below, we have included references to section numbers of the
indenture so that you can easily locate these provisions.
General
The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. The indenture does not limit the amount of debt we may
issue under the indenture or otherwise. We may issue the debt securities in one
or more series with the same or various maturities, at a price of 100% of their
principal amount or at a premium or a discount.
The prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
o The total principal amount of the debt securities
o The percentage of the principal amount at which the debt securities
will be issued
o The date or dates on which principal will be payable and whether the
debt securities will be payable on demand on any date
o The interest rate or rates and the method for calculating the interest
rate
o The interest payment dates
o Optional or mandatory redemption terms
o Authorized denominations
o The currency in which the debt securities will be denominated
o Whether the principal of and any premium or interest is payable in a
different currency than the currency in which the debt securities are
denominated, including a currency other than U.S. dollars
o The manner in which any payments of principal of and any premium or
interest will be calculated, if the payment will be based on an index
or formula
o Whether the debt securities are to be issued as individual
certificates to each holder or in the form of global securities held
by a depositary on behalf of holders or in uncertificated form
o Whether the debt securities will be issued as registered securities o
as bearer securities
o Information describing any book-entry features
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o Whether and under what circumstances we will pay additional amounts on
any debt securities held by a person who is not a United States person
for tax purposes and whether we can redeem the debt securities if we
have to pay additional amounts
o Any other terms
We may issue debt securities of any series as registered securities or
bearer securities or both. In addition, we may issue uncertificated securities.
Unless we state otherwise in a prospectus supplement, we will not offer, sell or
deliver any bearer debt securities, including any bearer securities issued in
temporary or permanent global form, to any United States person. By United
States person we mean a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any of its political subdivisions, or an estate or trust
whose income is subject to United States federal income taxation regardless of
its source.
Payment and Transfer
Unless we state otherwise in a prospectus supplement, we will make
principal and interest payments at the office of the paying agent or agents we
name in the prospectus supplement or by mailing a check to you at the address we
have for you in the register. We will pay interest on bearer securities when you
present and surrender the interest coupon for that interest payment at the
office of our paying agent located outside the United States.
Bearer securities and coupons are transferable by delivery. Unless we
describe other procedures in a prospectus supplement, you will be able to
transfer registered debt securities at the office of the transfer agent or
agents we name in the prospectus supplement.
You may also exchange registered debt securities at the office of the
transfer agent for an equal aggregate principal amount of registered debt
securities of the same series having the same maturity , interest rate and
other terms as long as the debt securities are issued in authorized
denominations. A prospectus supplement will describe the procedures for
exchanging bearer debt securities, if applicable. Registered debt securities can
never be exchanged for bearer debt securities.
Neither AT&T nor the Trustee will impose any service charge for any
transfer or exchange of a debt security, however, we may ask you to pay any
taxes or other governmental charges in connection with a transfer or exchange of
debt securities.
Unless we indicate otherwise in a prospectus supplement, we will issue debt
securities only in denominations of $25,000 and integral multiples of $1,000
over $25,000. If we issue debt securities in a foreign currency, we will specify
the authorized denominations in the prospectus supplement.
If we issue original issue discount debt securities, we will describe the
special United States federal income tax and other considerations of a purchase
of original issue discount debt securities in the prospectus supplement.
Original issue discount debt securities are securities that are issued at a
substantial discount below their principal amount because they pay no interest
or pay interest that is below market rates at the time of issuance.
Covenants
We have agreed to some restrictions on our activities for the benefit of
holders of the debt securities. The restrictive covenants summarized below will
apply, unless the covenants are waived or amended, so long as any of the debt
securities are outstanding. The prospectus supplement may contain different
covenants. We have provided a Glossary at the end of this prospectus to define
the capitalized words used in describing the covenants. In the covenants, all
references to us mean AT&T Corp. only.
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Limitation on Secured Indebtedness. We have agreed that we will not, and we
will not permit any of our Restricted Subsidiaries to, create, assume, incur or
guarantee any Secured Indebtedness unless we secure these debt securities to the
same extent as such Secured Indebtedness. However, we may incur Secured
Indebtedness without securing these debt securities if, immediately after
incurring the Secured Indebtedness, the aggregate amount of all Secured
Indebtedness and the discounted present value of all net rentals payable under
leases entered into in connection with sale and leaseback transactions would not
exceed 10% of Consolidated Net Tangible Assets. The aggregate amount of all
Secured Indebtedness in the preceding sentence excludes Secured Indebtedness
which is secured to the same extent as these debt securities and Secured
Indebtedness that is being repaid concurrently. (Section 4.03).
Limitation on Sale and Leaseback Transactions. We have agreed that we will
not, and we will not permit any of our Restricted Subsidiaries to, enter into
any lease longer than three years, excluding leases of newly acquired, improved
or constructed property, covering any Principal Property of AT&T or any
Restricted Subsidiary that is sold to any other person in connection with such
lease, unless either
o immediately thereafter, the sum of
o the discounted present value of all net rentals payable under all
such leases entered into after April 1, 1986 (except for any
lease entered into by a Restricted Subsidiary before it became a
Restricted Subsidiary) and
o the aggregate amount of all Secured Indebtedness, excluding
Secured Indebtedness which is secured to the same extent as these
debt securities
does not exceed 10% of Consolidated Net Tangible Assets, or
o an amount equal to the greater of
o the net proceeds to AT&T or a Restricted Subsidiary from such
sale and
o the discounted present value of all net rentals payable
thereunder,
is used within 180 days to retire long-term debt of AT&T or a Restricted
Subsidiary. However, debt which is subordinate to these debt securities or
which is owed to AT&T or a Restricted Subsidiary may not be retired.
(Section 4.04)
Consolidation, Merger or Sale
We have agreed not to consolidate with or merge into any other corporation
or convey or transfer substantially all of our properties and assets to any
person, unless
o that person is authorized to acquire and operate our property and
o the successor corporation expressly assumes by a supplemental
indenture the due and punctual payment of the principal of and any
premium or any interest on all the debt securities and the performance
of every covenant in the indenture that we would otherwise have to
perform. (Section 5.01)
Modification of the Indenture
Under the indenture, our rights and obligations and the rights of the
holders may be modified if the holders of a majority in aggregate principal
amount of the outstanding debt securities of each series affected by the
modification consent to it. No modification of the principal or interest payment
terms, and no modification reducing the percentage required for modifications,
is effective against any holder without its consent. (Sections 9.01 & 9.02.)
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Events of Default
When we use the term Event of Default in the indenture, here are some
examples of what we mean.
Unless otherwise specified in a prospectus supplement, an Event of
Default with respect to a series of debt securities occurs if:
o we fail to pay the principal or any premium on any debt security when
due
o we fail to pay interest when due on any debt security for 90 days
o we fail to perform any other covenant in the indenture and this
failure continues for 90 days after we receive written notice of it
from the Trustee or from the holders of 25% in principal amount of the
outstanding debt securities of such series or
o we or a court take certain actions relating to the bankruptcy,
insolvency or reorganization of our company for the benefit of our
creditors
The supplemental indenture or the form of security for a particular series
of debt securities may include additional Events of Default or changes to the
Events of Default described above. For the Events of Default applicable to a
particular series of debt securities, see the prospectus supplement relating to
such series.
A default under our other indebtedness will not be a default under the
indenture, and a default under one series of debt securities under the indenture
will not necessarily be a default under another series.
The Trustee may withhold notice to the holders of debt securities of any
default, except in the payment of principal or interest, if it considers such
withholding of notice to be in the best interests of the holders. By default we
mean any event which is an Event of Default described above or would be an Event
of Default but for the giving of notice or the passage of time. (Section 7.05)
If an Event of Default for any series of debt securities occurs and
continues, the Trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series may require us to repay immediately:
o the entire principal of the debt securities of such series or
o if the debt securities are original issue discount securities, such
portion of the principal as may be described in the applicable
prospectus supplement. (Section 6.01)
The holders of a majority of the aggregate principal amount of the debt
securities of the affected series can rescind this accelerated payment
requirement or waive any past default or Event of Default or allow us to not
comply with any provision of the indenture. However, among other things, they
cannot waive a default in payment of principal of, premium, if any, or interest
on, any of the debt securities of such series. (Sections 6.01 and 6.06)
Other than its duties in case of a default, the Trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the Trustee reasonable
indemnity. (Section 7.01) If they provide this reasonable indemnity, the holders
of a majority in principal amount of any series of debt securities may, subject
to certain limitations, direct the time, method and place of conducting any
proceeding or any remedy available to the Trustee, or exercising any power
conferred upon the Trustee, for any series of debt securities. (Section 6.06)
We are not required to provide the Trustee with any certificate or other
document saying that we are in compliance with the indenture or that there are
no defaults.
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Defeasance
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the Trustee sufficient cash
or government securities to pay the principal, interest, any premium and any
other sums due to the stated maturity date or a redemption date of the debt
securities of a particular series, then at our option:
o we will be discharged from our obligations with respect to the debt
securities of such series or
o we will no longer be under any obligation to comply with certain
restrictive covenants under the indenture, and certain Events of
Default will no longer apply to us.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. Such holders may look only to such deposited funds or
obligations for payment.
We must deliver to the Trustee an opinion of counsel to the effect that the
deposit and related defeasance would not cause the holders of the debt
securities to recognize income, gain or loss for Federal income tax purposes. We
must also deliver a ruling to such effect received from or published by the
United States Internal Revenue Service if we are discharged from our obligations
with respect to the debt securities.
Concerning the Trustee
The Trustee has loaned money to us and provided other services to us in the
past and may do so in the future as a part of its regular business.
DESCRIPTION OF THE WARRANTS
If indicated in a prospectus supplement, we may issue warrants to purchase
debt securities, either attached to a different series of debt securities or as
a separate offering. Warrants will be issued under a warrant agreement between
us and a bank acting as warrant agent.
This prospectus briefly outlines some of the terms of the warrant
agreement, which has been filed as an exhibit to the registration statement. You
should read the warrant agreement for provisions, summarized below, that may be
important to you.
General
The prospectus supplement relating to a series of warrants will include the
specific terms of the series, as follows:
o The offering price and currency
o The date on which the right to exercise the warrants will commence and
the date this right will expire
o If the warrants are not continuously exercisable, the specific date or
dates on which they can be exercised
o Whether the warrants will be issued in individual certificates to
holders or in the form of global securities held by a depositary on
behalf of holders
o The terms of the debt securities which holders of warrants can
purchase and the price to be paid to us on such exercise
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o If the debt securities that can be purchased will be issued in bearer
form, any restrictions applicable to such a purchase
o If warrants are issued together with a series of debt securities, the
name of such securities, their terms, the number of warrants
accompanying each security, and the date the warrants and securities
will become separately transferable
o Any special tax implications of the warrants or their exercise
o Any other specific terms of the warrants
Transfers and Exchanges
A holder will be able to exchange warrant certificates for new warrant
certificates of different denominations, or to transfer warrants, at the
corporate trust office of the warrant agent or any other office indicated in the
prospectus supplement. Prior to exercise, holders of warrants will have none of
the rights of holders of the underlying debt securities.
Exercise
Holders will be able to exercise warrants up to 5:00 P.M. New York City
time on the date set forth in the prospectus supplement as the expiration date.
After this time, unless we have extended it, the unexercised warrants will be
void.
Holders of warrants may exercise them by delivering to the warrant agent at
its corporate trust office the following:
o Warrant certificates properly completed
o Payment of the exercise price.
As soon as practicable after such delivery, we will issue and deliver to
the indicated holder the debt securities purchasable upon exercise. If a holder
does not exercise all the warrants represented by a particular certificate, we
will also issue a new certificate for the remaining number of warrants.
Concerning the Warrant Agent
The warrant agent will act solely for us in connection with the warrants
and will not assume any fiduciary obligation to a warrant holder.
PLAN OF DISTRIBUTION
We may sell the offered securities (a) through underwriters or dealers; (b)
through agents; or (c) directly to one or more purchasers.
Sale Through Underwriters
If we use underwriters in the sale, such underwriters will acquire the debt
securities for their own account. The underwriters may resell the securities in
one or more transactions, including negotiated transactions at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to
certain conditions. The underwriters will be obligated to purchase all the
securities of the
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series offered if any of the securities are purchased. The underwriters may
change from time to time any initial public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers.
Sale Through Agents
We may sell offered securities through agents designated by us. Unless
indicated in the prospectus supplement, the agents have agreed to use their
reasonable best efforts to solicit purchases for the period of their
appointment.
Direct Sales
We also may sell offered securities directly. In this case, no underwriters
or agents would be involved.
Delayed Delivery Contracts
We may authorize underwriters or agents to solicit offers by certain
institutions to purchase offered securities pursuant to delayed delivery
contracts, with the following features:
o The contracts provide for purchase of the securities at the public
offering price but at a specified later date
o Purchase of securities at the closing of such contracts is conditioned
solely on the purchase being permissible under laws applicable to the
purchasing institution
o The contracts and purchasing institutions are subject to our approval
o We will pay disclosed commissions to underwriters or agents if we
accept any contract
General Information
Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act of
1933. Any discount or commissions received by them from us and any profit on the
resale of the offered securities by them may be treated as underwriting
discounts and commissions under the Securities Act. We will identify any
underwriters or agents, and describe their compensation, in a prospectus
supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act. We may also have agreements to contribute with respect to payments
which the underwriters, dealers or agents may be required to make. Underwriters,
dealers and agents may engage in transactions with, or perform services for, us
or our subsidiaries in the ordinary course of their businesses.
LEGAL OPINIONS
Robert S. Feit, who is our General Attorney and Assistant Secretary, will
issue an opinion about the legality of the offered securities for us. Davis Polk
& Wardwell of New York City will issue such an opinion on behalf of any agent,
underwriter or dealer. David Polk & Wardwell from time to time acts as counsel
for us or our subsidiary companies.
EXPERTS
The consolidated balance sheets of AT&T as of December 31, 1997 and 1996
and the consolidated statements of income, changes in shareowners' equity and
cash flows for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Form S-3, have been incorporated herein in
reliance on the report of
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PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The consolidated balance sheets of Tele-Communications, Inc., and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, and the related
financial statement schedules, which appear in the December 31, 1997 Annual
Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of
TeleCommunications, Inc. have been incorporated by reference herein in reliance
upon the reports, dated March 20, 1998, except for note 19 which is as of
January 6, 1999, of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The reports refer to a restatement of the
consolidated financial statements and related financial statement schedules as
of December 31, 1997 and for the year then ended.
The combined balance sheets of TCI Group as of December 31, 1997 and 1996,
and the related combined statements of operations, equity (deficit), and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc. have been
incorporated by reference herein in reliance upon the report, dated March 20,
1998, of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG LLP covering the combined financial statements
above refers to the effects of not consolidating the TCI Group's interest in the
Liberty Media Group and the TCI Ventures Group for all periods that the TCI
Group has an interest in the Liberty Media Group and the TCI Ventures Group,
respectively.
The combined balance sheets of Liberty/Ventures Group as of December 31,
1997 and 1996, and the related combined statements of operations, equity, and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the Current Report on Form 8-K, as amended by Form
8-K/A (Amendment No. 1), dated January 7, 1999, of Tele-Communications, Inc.,
have been incorporated by reference herein in reliance upon the report, dated
March 20, 1998, except for notes 2 and 14, which are as of September 14, 1998,
and January 6, 1999, respectively, of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm of experts in accounting and auditing. The report refers to a restatement
of the combined financial statements as of December 31, 1997 and for the year
then ended.
The combined balance sheets of Liberty Media Group as of December 31, 1997
and 1996, and the related combined statements of operations, equity, and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., have
been incorporated by reference herein in reliance upon the report, dated March
20, 1998, of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
The combined balance sheets of TCI Ventures Group as of December 31, 1997
and 1996, and the related combined statements of operations, equity, and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., have
been incorporated by reference herein in reliance upon the report, dated March
20, 1998, except for note 18 which is as of January 6, 1999, of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report refers to a restatement of the combined financial statements as of
December 31, 1997 and for the year then ended.
The consolidated balance sheet of Telewest Communications plc and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the December 31, 1997
Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of
Tele-Communications, Inc., have been incorporated by reference herein in
13
<PAGE>
reliance upon the report, dated March 19, 1998, of KPMG Audit Plc, chartered
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated balance sheets of Cablevision Systems Corporation and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' deficiency and cash flows for each of
the years in the three-year period ended December 31, 1996, and the related
financial statement schedule, which reports appear in the Current Report on Form
8-K, as amended by Form 8-K/A, (Amendment No. 2) of Tele-Communications, Inc.,
dated March 6, 1998, have been incorporated by reference herein in reliance upon
the report, dated April 1, 1997, of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated balance sheets of Sprint Spectrum Holding Company, L.P.
and subsidiaries as of December 31, 1997 and 1996 and the related
consolidated statements of operations, changes in partners' capital and
cash flows for each of the three years in the period ended December 31,
1997, which appear in the Annual Report on Form 10-K, as amended by Form
10-K/A (Amendment No. 2), of Tele-Communications, Inc. for the year ended
December 31, 1997, incorporated in this Prospectus by reference, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report (which expresses an unqualified opinion and includes an explanatory
paragraph referring to the emergence from the development stage), which is
incorporated herein by reference, and has been so incorporated in reliance
upon the report of said firm given their authority as experts in accounting
and auditing.
14
<PAGE>
GLOSSARY
We have used the following definitions in describing the restrictive
covenants that we have agreed to in the indenture. We describe these restrictive
covenants in this prospectus under Description of the Debt Securities. You can
also find the precise legal definitions of these terms in Section 1.01 of the
indenture.
"Secured Indebtedness" means:
o indebtedness of AT&T or any Restricted Subsidiary secured by any
lien upon any Principal Property or the stock or indebtedness of
a Restricted Subsidiary or
o any conditional sale or other title retention agreement covering
any Principal Property or Restricted Subsidiary but does not
include any indebtedness secured by any lien or any conditional
sale or other title retention agreement:
o outstanding on April 1, 1986
o incurred or entered into after April 1, 1986 to finance
the acquisition, improvement or construction of such
property and either secured by purchase money
mortgages or liens placed on such property within 180 days
of acquisition, improvement or construction
o on Principal Property or the stock or indebtedness of
Restricted Subsidiaries and existing at the time of
acquisition of the property, stock or indebtedness
o owing to AT&T or any other Restricted Subsidiary
o existing at the time a corporation becomes a Restricted
Subsidiary
o incurred to finance the acquisition or construction of
property in favor of any country or any of its political
subdivisions and
o replacing, extending or renewing any such indebtedness (to
the extent such indebtedness is not increased).
"Principal Property" means land, land improvements, buildings and
associated factory, laboratory, office and switching equipment (excluding all
products marketed by AT&T or any of its subsidiaries) constituting a
manufacturing, development, warehouse, service, office or operating facility
owned by or leased to AT&T or a Restricted Subsidiary, located within the United
States and having an acquisition cost plus capitalized improvements in excess of
.25 per cent of Consolidated Net Tangible Assets as of the date of such
determination, other than any such property financed through the issuance of
tax-exempt governmental obligations, or which the Board of Directors determines
is not of material importance to AT&T and its Restricted Subsidiaries taken as a
whole, or in which the interest of AT&T and all its subsidiaries does not exceed
50%.
"Consolidated Net Tangible Assets" means the total assets of AT&T and its
subsidiaries, less current liabilities and certain intangible assets (other than
product development costs).
"Restricted Subsidiary" means any subsidiary of AT&T which has
substantially all its property in the United States, which owns or is a lessee
of any Principal Property and in which the investment of AT&T and all its
subsidiaries exceeds .25 per cent of Consolidated Net Tangible Assets as of the
date of such determination, other than certain financing subsidiaries and
subsidiaries formed or acquired after April 1, 1986 for the purpose of acquiring
the business or assets of another person and that do not acquire all or any
substantial part of the business or assets of AT&T or any Restricted Subsidiary.
In addition, the Board of Directors of AT&T may designate any other subsidiary
as a Restricted Subsidiary.
15
<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-3 and has duly caused this Registration
Statement Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on this
19th day of February 1999.
AT&T CORP.
By: /s/ Edward M. Dwyer
-------------------------------------------
Name: Edward M. Dwyer
Title: Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement Amendment No. 2 has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
Principal Executive Officer:
/s/ *
- -------------------------------- Chairman of the February 19, 1999
C. Michael Armstrong Board and Chief
Executive Officer
Principal Financial Officer:
/s/ *
- -------------------------------- Senior Executive February 19, 1999
Daniel E. Somers Vice President and
Chief Financial Officer
Principal Accounting Officer:
/s/ *
- -------------------------------- Vice President February 19, 1999
Nicholas S. Cyprus and Controller
Directors:
/s/ *
- -------------------------------- Director February 19, 1999
Kenneth T. Derr
/s/ *
- -------------------------------- Director February 19, 1999
M. Kathryn Eickhoff
/s/ *
- -------------------------------- Director February 19, 1999
Walter Y. Elisha
/s/ *
- -------------------------------- Director February 19, 1999
George M.C. Fisher
/s/ *
- -------------------------------- Director February 19, 1999
Donald V. Fites
/s/ *
- -------------------------------- Director February 19, 1999
Ralph S. Larsen
II-1
<PAGE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ *
- -------------------------------- Director February 19, 1999
Donald F. McHenry
/s/ *
- -------------------------------- Director February 19, 1999
Michael I. Sovern
/s/ *
- -------------------------------- Director February 19, 1999
Sanford I. Weill
/s/ *
- -------------------------------- Director February 19, 1999
Thomas H. Wyman
/s/ *
- -------------------------------- President February 19, 1999
John D. Zeglis and Director
</TABLE>
* By: /s/ Edward M. Dwyer
- ------------------------------------
Attorney-in-Fact
II-2
