<PAGE>
As filed with the Securities and Exchange Commission on January 14, 2000
Registration No. 333-89915-1
================================================================================
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 (IRS Employer Identification No.)
incorporation or organization)
-----------------------------
32 Avenue of the Americas, New York, New York 10013-2412
(Address of Principal Executive Offices) (Zip Code)
The Associated Group, Inc. Amended and Restated 1994 Stock Option
and Incentive Award Plan
(Full title of the plan)
-----------------------------
Marilyn J. Wasser, Esq.
Vice President-Law and Secretary
AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
(Name and address of agent for service)
(908) 221-2000
(Telephone number, including area code, of agent for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered (1) share price registration fee
- - - - - - - - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Liberty Media Group Stock, par value 4,080,000 shares N/A N/A (2)
$1.00 per share
- - - - - - - - ---------------------------------------------------------------------------------------------------------------------------
</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 equitable adjustment provisions of the plan 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 The Associated Group,
Inc. on October 8, 1999 and (b) the Registration Statement on Form S-4
of AT&T (File No. 333- 89915) on October 29, 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 to up to 4,080,000 shares of Class A Liberty Media Group
common stock, par value $1.00 per share, of AT&T ("Class A Liberty Stock")
issuable by AT&T upon the exercise of options with respect to Class A Liberty
Stock under The Associated Group, Inc. Amended and Restated 1994 Stock Option
and Incentive Award Plan (the "Plan"). All such shares of Class A Liberty Stock
were originally registered pursuant to the S-4.
On January 14, 2000, A-Group Merger Corp., a Delaware corporation and a
wholly owned subsidiary of AT&T ("Merger Sub"), merged (the "Merger") with and
into The Associated Group, Inc., a Delaware corporation ("Associated Group"),
pursuant to the Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement"), dated as of October 28, 1999, among AT&T, Merger Sub, Liberty Media
Corporation and Associated Group. When the Merger was consummated (the
"Effective Time"), among other things, stock options (the "Options") granted
under the Plan to purchase 2,000,000 shares of Common Stock, Class B, par value
$.10 per share, of Associated Group ("Associated Group Class B Stock") with
respect to which valid Rollover Elections (as defined in the Merger Agreement)
were made by the Option holders were assumed by AT&T and converted to options to
purchase that number of shares of Class A Liberty Stock determined by
multiplying the number of shares of Associated Group Class B Stock subject to
such Options immediately prior to the Effective Time by 2.04.
The designation of this Post-Effective Amendment as Registration No.
333-89915-1 denotes that this Post-Effective Amendment relates only to the up to
4,080,000 shares of Class A Liberty Stock issuable upon exercise of the Options
and that this is the first Post-Effective Amendment to the S-4.
II-1
<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, 1998, as amended on Form 10-K/A on March 23, 1999
and July 12, 1999;
(b) AT&T's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999, and September 30, 1999;
(c) AT&T's Current Reports on Form 8-K dated January 8, 1999,
January 25, 1999, March 9, 1999, March 19, 1999, April 22, 1999,
May 3, 1999, September 2, 1999, October 29, 1999, November 16,
1999, December 6, 1999 and January 6, 2000; and
(d) the description of the Class A Liberty Stock contained in AT&T's
Registration Statement on Form 8-A dated March 3, 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.
The legality of Class A Liberty A Stock registered by the S-4 was passed
upon for AT&T by Robert S. Feit, Esq., General Attorney and Assistant Secretary
of AT&T. As of January 4, 2000, Mr. Feit owned 5,035 shares of AT&T common stock
and held options to purchase an additional 33,750 shares of AT&T common stock.
Item 6. Indemnification of Directors and Officers.
Previously filed. (See Item 20 of the S-4).
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
See Exhibit Index.
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-3
<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 14th day of
January, 2000.
AT&T CORP.
By: /s/ MARILYN J. WASSER
-------------------------
Marilyn J. Wasser
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, Controller and Chief
Financial Officer
Directors:
----------
C. Michael Armstrong*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Walter Y. Elisha*
George M.C. Fisher*
Donald V. Fites*
Amos B. Hostetter, Jr.*
Ralph S. Larsen*
John C. Malone*
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)
January 14, 2000
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document Description Page No.
- - - - - - - - ----------- -------------------- --------
<S> <C> <C>
5.01 Opinion of Robert S. Feit, General Attorney and Assistant Secretary of
the Registrant, as to the legality of the securities being registered.*
23.01 Consent of Robert S. Feit (included in Exhibit 5.01).*
23.02 Consent of PricewaterhouseCoopers LLP.*
23.03 Consent of Ernst & Young LLP.*
23.04 Consent of KPMG Cardenas Dosal, S.C.*
23.05 Consent of KPMG LLP.*
23.06 Consent of KPMG LLP.*
23.07 Consent of Arthur Andersen LLP.*
24.01 Powers of attorney.*
99.02 The Associated Group, Inc. Amended and Restated 1994 Stock Option and
Incentive Award Plan.
</TABLE>
* Previously filed as Exhibits to the S-4
II-5
<PAGE>
EXHIBIT 99.02
THE ASSOCIATED GROUP, INC.
AMENDED AND RESTATED
1994 STOCK OPTION AND
INCENTIVE AWARD PLAN (As
of January 14, 2000)
1. Purpose.
--------
The purpose of this Amended and Restated 1994 Stock Option and Incentive
Award Plan (the "Plan"), which amends and restates and supersedes in its
entirety the Prior Plan (as defined below), is to implement the provisions of
the Amended and Restated Agreement and Plan of Merger dated as of October 28,
1999 (the "Merger Agreement"), by and among AT&T Corp., a New York corporation
("AT&T"), A-Group Merger Corp., a Delaware corporation and a wholly owned
subsidiary of AT&T ("Merger Sub"), Liberty Media Corporation, a Delaware
corporation ("Liberty"), and The Associated Group, Inc., a Delaware corporation
("AGRP"), with respect to the conversion of AGRP Options (as defined below) into
Options (as defined below). Pursuant to the Merger Agreement, at the effective
time of the Merger (such date and time, the "Effective Time"), Merger Sub was
merged with and into AGRP, with AGRP surviving the Merger as a wholly owned
subsidiary of AT&T (the "Merger"). At the Effective Time, (i) each share of
common stock of AGRP outstanding immediately prior to the Effective Time was
converted into (A) shares of Class A Liberty Media Group Stock, par value $1.00
per share, of AT&T ("Class A Liberty Group Stock") and (B) a fraction of a share
of Common Stock, par value $1.00 per share, of AT&T, as set forth in the Merger
Agreement, and (ii) each stock option to purchase shares of Common Stock, Class
B, par value $.10 per share, of AGRP ("AGRP Stock") under the Prior Plan
outstanding immediately prior to the Effective Time, to the extent a valid
Rollover Election (as defined below) was made with respect to such option (prior
to the Effective Time, such option with respect to the number of shares of AGRP
Stock as to which a valid Rollover Election was made being referred to as an
"AGRP Option") was assumed by AT&T and converted into a fully vested and
exercisable option to purchase that number of shares of Class A Liberty Group
Stock determined by multiplying the number of shares of
<PAGE>
AGRP Stock subject to such AGRP Option immediately prior to the Effective Time
by 2.04, at an exercise price per share of Class A Liberty Group Stock equal to
the exercise price per share of AGRP Stock subject to such AGRP Option
immediately prior to the Effective Time divided by 2.04 (rounded down to the
nearest whole cent). Each AGRP Option so assumed by AT&T and converted into an
option to purchase shares of Class A Liberty Group Stock, after giving effect to
such assumption and conversion, is referred to herein as an "Option." The Merger
Agreement further provides that if the foregoing calculation as to the number of
shares of Class A Liberty Group Stock for which an Option is exercisable results
in an Option being exercisable for a fraction of a share of Class A Liberty
Group Stock, then the number of shares of Class A Liberty Group Stock subject to
such Option shall be rounded up to the nearest whole number of shares. Each
Option shall be subject to the terms and conditions set forth in the Plan,
including (and notwithstanding the third sentence of Section 2.3(b) of the
Merger Agreement) any such terms and conditions which are not set forth in, or
are inconsistent with, the Prior Plan. AT&T assumed options with respect to no
more than two million Shares of AGRP Stock.
2. Definitions.
The following terms, as used herein, shall have the following
meanings:
(a) "AGRP" shall have the meaning set forth in Section 1 hereof.
(b) "AGRP Option" shall have the meaning set forth in Section 1
hereof.
(c) "AGRP Stock" shall have the meaning set forth in Section 1
hereof.
(d) "Award" shall mean an Option.
(e) "Award Agreement" shall mean the written agree ment between
AGRP and a Participant with respect to an AGRP Option entered
into at or after the time of grant of an AGRP Option, which,
from and after the Effective Time, shall be deemed to evidence
an Award and shall be
2
<PAGE>
subject to the terms and conditions of the Plan.
(f) "Board" shall mean the Board of Directors of AT&T.
(g) "Class A Liberty Group Stock" shall have the meaning set forth
in Section 1 hereof.
(h) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(i) "Committee" shall mean the Compensation Committee or other
committee of the Board comprised of non-employee directors of
AT&T which administers the Plan.
(j) "Effective Time" shall have the meaning set forth in Section 1
hereof.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(l) "Expiration Date" shall have the meaning set forth in Section
6(e) hereof.
(m) "Fair Market Value" per share of Stock as of a particular date
shall mean (i) the closing sale price per share of Stock as of
4:00 p.m. eastern standard time on such date, or if such date
is not a trading day, on the next preceding trading day, (A)
on the national securities exchange on which the Stock is
principally traded, or (B) if the Stock is not then traded on
a national securities exchange, on the NNM, or (ii) if the
Stock is not then traded on a national securities exchange and
sales of the Stock are not then reported on the NNM, but the
Stock is then quoted on an over-the-counter market other than
the NNM, the average of the closing per share bid and asked
prices for the Stock in such over-the-counter market on such
date, or if such date is not a trading day, on the next
preceding trading day, or (iii) if the shares of Stock are not
then traded on a national securities exchange, sales of the
Stock are not then reported on the NNM and the Stock is not
then quoted on an over-the-counter mar-
3
<PAGE>
ket other than the NNM, such value as the Committee, in its
sole discretion, shall determine.
(n) "NNM" shall mean the Nasdaq National Market.
(o) "Option" shall have the meaning set forth in Section 1 hereof.
(p) "Participant" shall mean a holder of an Option.
(q) "Plan" shall have the meaning set forth in Section 1 hereof.
(r) "Prior Plan" shall mean The Associated Group, Inc. Amended and
Restated 1994 Stock Option and Incentive Award Plan as in
effect immediately prior to the Effective Time.
(s) "Rollover Election" shall have the meaning set forth in
Section 3.7 of the Merger Agreement.
(t) "Stock" shall mean shares of Class A Liberty Group Stock, or
other securities for which an Option becomes exercisable as a
result of an equitable adjustment pursuant to the Plan.
3. Administration.
---------------
The Plan shall be administered by the Committee. The Committee shall have
the authority, in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in connection with the administra tion of the Plan.
4. Eligibility.
------------
Only Participants shall be eligible to participate in the Plan.
5. Stock Subject to the Plan; Limitation on Grants.
------------------------------------------------
The maximum number of shares of Stock reserved for issuance pursuant to
the Plan shall be 4,080,000,
4
<PAGE>
subject to equitable adjustment as provided herein. Such shares of Stock may, in
whole or in part, be authorized but unissued shares or shares that shall have
been or may be reacquired by AT&T in the open market, in private transactions or
otherwise. If any shares of Stock subject to an Award are forfeited, cancelled,
exchanged or surrendered or if an Award otherwise terminates or expires without
a distribution of shares to the Participant, the shares of Stock with respect to
such Award shall, to the extent of any such forfeiture, cancellation, exchange,
surrender, termination or expiration, not be available for Awards under the
Plan.
In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Stock or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Committee shall make such
equitable changes or adjustments as it deems necessary or appropriate to any or
all of (i) the number and kind of shares of Stock which may thereafter be issued
in connection with Awards, (ii) the number and kind of shares of Stock issued or
issuable in respect of outstanding Awards, and (iii) the exercise price, grant
price, or purchase price relating to any Award.
6. Terms of Stock Options.
-----------------------
Each Option is evidenced by an Award Agreement, which Award Agreement
shall be subject to the following terms and conditions and the other provisions
of the Plan. In the event of any conflict or inconsistency between the terms of
an Award Agreement and the terms of the Plan, the terms of the Plan shall
control.
(a) Number of Shares. The number of shares of Stock to which an Option
-----------------
relates shall be the number of shares of AGRP Stock subject to the applicable
AGRP Option immediately prior to the Effective Time, multiplied by 2.04 (with
any fraction of a share of Class A Liberty Group Stock resulting from such
calculation being rounded up to the nearest whole share). The number of
<PAGE>
shares of Stock to which an Option relates shall be subject to adjustment as
provided in Section 5 hereof.
(b) Type of Option. Each Option constitutes an option that does not
---------------
qualify as an "incentive stock option" under Section 422(b) of the Code.
(c) Option Price. The Option price per share of Stock subject to an Option
--------------
shall be the price set forth in Section 1 of the Award Agreement with respect to
such Option, divided by 2.04, rounded down to the nearest whole cent. The Option
price shall be subject to adjustment as provided in Section 5 hereof.
(d) Method and Time of Payment. The Option price shall be paid in full, at
----------------------------
the time of exercise, in cash (including cash received from AGRP as compensation
or cash borrowed from AGRP), in shares of Stock having a Fair Market Value equal
to such Option price, in a combination of cash and Stock or, in the sole
discretion of the Committee, through a cashless exercise procedure.
(e) Term and Exercisability of Options. Notwithstanding any provision of
------------------------------------
any Award Agreement to the contrary, each Option shall be and remain exercisable
with respect to all of the shares of Stock subject thereto until the close of
business on the original expiration date set forth in the related Award
Agreement (as to any Option, the "Expiration Date"). In no event will an Option
continue to be exercisable after the Expiration Date. An Option may be
exercised, as to any or all shares of Stock subject thereto by written notice
delivered in person or by mail to Liberty Media Corporation, 9197 South Peoria
Street, Englewood, CO 80112, Attn: Controller, specifying the number of shares
of Stock with respect to which the Option is being exercised, together with
payment in full of the Option price in accordance with Section 6(d) hereof. For
purposes of the preceding sentence, the date of exercise will be deemed to be
the date upon which Liberty Media Corporation receives both the notification and
the payment.
(f) Exercise for Cash in Lieu of Stock. Notwithstanding any other
------------------------------------
provision of the Plan or any provision of an Award Agreement, in the event of a
change in applicable law that makes the issuance of shares of
6
<PAGE>
Class A Liberty Group Stock upon exercise of an Option taxable to AT&T or any
member of its consolidated group for United States federal income tax purposes,
such Option will be exercisable upon payment of the applicable exercise price
solely for an amount in cash equal to the then Fair Market Value of such shares
of Class A Liberty Group Stock which would otherwise have been issuable upon
such exercise.
7. General Provisions.
-------------------
(a) Compliance with Legal Requirements. The Plan and the exercise of
-----------------------------------
Awards, and the other obligations of AT&T under the Plan and any Award Agreement
or other agreement shall be subject to all applicable federal and state laws,
rules and regulations and to such approvals by any regulatory or governmental
agency as may be required. AT&T, in its discretion, may postpone the issuance or
delivery of Stock under any Award as AT&T may consider appropriate, and may
require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of Stock, in order to comply with applicable laws, rules and
regulations.
(b) Nontransferability. Awards shall not be transferable other than
-------------------
transfers by the holder of an Award (i) to his or her family members (to the
extent permitted by Rule 16b-3 under the Exchange Act), (ii) by will or the laws
of descent and distribution, (iii) if then permitted by Rule 16b-3 under the
Exchange Act, pursuant to a qualified domestic relations order as defined under
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder, or (iv) for charitable or estate or tax
planning purposes (provided such transfer does not constitute a "transfer for
value" within the meaning of the General Instructions to Form S-8), and shall be
exercisable during the lifetime of a Participant only by such Participant, his
guardian, legal representative or any transferee referred to in clauses (i)
through (iv) above.
(c) No Right To Continued Employment. Nothing in the Plan or in any Award
---------------------------------
Agreement or other agreement entered into pursuant hereto shall confer upon any
Participant the right to continue in the employ of AGRP
7
<PAGE>
or to be entitled to any remuneration or benefits not set forth in the Plan or
such Award Agreement or other agreement or to interfere with or limit in any way
the right of AGRP to terminate such Participant's employment.
(d) Withholding Taxes. Where a Participant or other person is entitled to
------------------
receive shares of Stock pursuant to the exercise of an Option or is otherwise
entitled to receive shares of Stock or cash pursuant to an Award hereunder, AT&T
shall have the right to require the Participant or such other person to pay to
AT&T the amount of any taxes which AT&T may be required to withhold before
delivery to such Participant or other person of cash or a certificate or
certificates repre senting such shares.
Unless otherwise prohibited by the Committee or by applicable law, a
Participant may satisfy any such withholding tax obligation by any of the
following methods, or by a combination of such methods: (a) tendering a cash
payment; (b) authorizing AT&T to withhold from the shares of Stock or cash
otherwise payable to such Participant (1) such shares having an aggregate Fair
Market Value, determined as of the date the withholding tax obligation arises,
less than or equal to the amount of the total withholding tax obligation or (2)
cash in an amount less than or equal to the amount of the total withholding tax
obligation; or (c) delivering to AT&T previously acquired shares of Stock (none
of which shares may be subject to any claim, lien, security interest, community
property right or other right of spouses or present or former family members,
pledge, option, voting agreement or other restriction or encumbrance of any
nature whatsoever) having an aggregate Fair Market Value, determined as of the
date the withholding tax obligation arises, less than or equal to the amount of
the total withholding tax obligation. A Participant's election to pay his or her
withholding tax obligation (in whole or in part) by the method described in
(b)(1) above is irrevocable once it is made, may be disapproved by the Committee
and, if made by any director, officer or other person who is subject to Section
16(b) of the Exchange Act with respect to the Stock, must be made not less than
six months prior to the date such Participant's withholding tax obligation
arises.
8
<PAGE>
(e) Amendment and Termination of the Plan. The Board or the Committee may
--------------------------------------
at any time and from time to time alter, amend, suspend, or terminate the Plan
in whole or in part; provided that, no such action shall affect adversely any of
the rights of any Participant, without such Participant's consent, under any
Award. The Plan will automatically terminate on December 31, 2004. If the Plan
terminates, any unexercised Option shall continue to be exercisable in
accordance with its terms and the terms of the Plan in effect immediately prior
to such termination.
(f) Participant Rights. A Participant or a transferee of an Award shall
-------------------
have no rights as a Stockholder with respect to any shares of Stock covered by
any Award until the date of the issuance of a Stock certificate to him for such
shares.
(g) No Fractional Shares. As contemplated by Section 1 of the Plan, no
---------------------
fractional shares of Stock shall be issued or delivered pursuant to the Plan or
any Award.
(h) Governing Law. The Plan and all determinations made and actions taken
--------------
pursuant hereto shall be governed by the laws of the State of Delaware without
giving effect to the conflict of laws principles thereof.
(i) Effective Date. In accordance with Section 10(e) of the Prior Plan,
---------------
the Plan was authorized and approved by an Action by Unanimous Written Consent
of the committee of the board of directors of AGRP administering the Prior Plan,
and, pursuant thereto, became effective at the Effective Time.
(j) Beneficiary. A Participant may file with the Committee a written
------------
designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation. If no designated
beneficiary survives the Participant, the executor or administrator of the
Participant's estate shall be deemed to be the grantee's beneficiary.
9
