<PAGE>
As filed with the Securities and Exchange Commission on January 14, 2000
Registration No. 333-89915-2
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AT&T Corp.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
New York 4811 13-4924710
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
------------------------
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.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
(908) 221-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
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David M. Silk, Esq. Elizabeth M. Markowski, Esq. Kent Coit, Esq.
Wachtell, Lipton, Rosen & Katz Baker Botts, L.L.P. Skadden, Arps, Slate, Meagher & Flom LLP
51 West 52nd Street 599 Lexington Avenue One Beacon Street
New York, New York 10019 New York, New York 10022 Boston, Massachusetts 02108
(212) 403-1000 (212) 705-5000 (617) 573-4800
</TABLE>
------------------------
Approximate date of commencement of proposed sale to the public: as
promptly as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is complieance with
General Instruction G, check the following box. o
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |X|
================================================================================
<PAGE>
Item 21. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit No. Document Description
- - - - - - - - ----------- --------------------
2.01 Amended and Restated Agreement and Plan of Merger, dated as of
October 28, 1999, by and among the Registrant, A-Group Merger Corp.,
Liberty Media Corporation ("Liberty") and The Associated Group, Inc.
("Associated Group") (included as Appendix A to the Proxy
Statement/Prospectus). The Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.*
2.02 Voting Agreement, dated as of May 28, 1999, among the Registrant,
Liberty and certain stockholders of Associated Group (incorporated
by reference to Exhibit 10.1 to the Current Report on Schedule 13D
filed by Liberty on June 10, 1999 with respect to Associated
Group).*
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 Baker & Botts, L.L.P. as to certain U.S. federal income
tax matters.
8.02 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 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 Salomon Smith Barney Inc. (included in Appendix B to the
Proxy Statement/Prospectus).*
23.03 Consent of PricewaterhouseCoopers LLP.*
23.04 Consent of Ernst & Young LLP.*
23.05 Consent of KPMG Cardenas Dosal, S.C.*
23.06 Consent of KPMG LLP.*
23.07 Consent of KPMG LLP.*
23.08 Consent of Arthur Andersen LLP.*
23.09 Consent of Baker and Botts, L.L.P. (included in Exhibit 8.01).
23.10 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 8.02).
24.01 Powers of attorney.*
99.01 Form of Proxy Cards to be used in connection with the Special
Meeting of Stockholders of Associated Group.*
- - - - - - - - -----------------------
* Previously filed.
II-1
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 January 14, 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-2
<PAGE>
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Document Description Page No.
- - - - - - - - ----------- -------------------- --------
<S> <C> <C>
2.01 Amended and Restated Agreement and Plan of Merger, dated as of
October 28, 1999, by and among the Registrant, A-Group Merger Corp.,
Liberty Media Corporation ("Liberty") and The Associated Group, Inc.
("Associated Group") (included as Appendix A to the Proxy
Statement/Prospectus). The Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.*
2.02 Voting Agreement, dated as of May 28, 1999, among the Registrant,
Liberty and certain stockholders of Associated Group (incorporated
by reference to Exhibit 10.1 to the Current Report on Schedule 13D
filed by Liberty on June 10, 1999 with respect to Associated
Group).*
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 Baker & Botts, L.L.P. as to certain U.S. federal income
tax matters.
8.02 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 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 Salomon Smith Barney Inc. (included in Appendix B to the
Proxy Statement/Prospectus).*
23.03 Consent of PricewaterhouseCoopers LLP.*
23.04 Consent of Ernst & Young LLP.*
23.05 Consent of KPMG Cardenas Dosal, S.C.*
23.06 Consent of KPMG LLP.*
23.07 Consent of KPMG LLP.*
23.08 Consent of Arthur Andersen LLP.*
23.09 Consent of Baker and Botts, L.L.P. (included in Exhibit 8.01).
23.10 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 8.02).
24.01 Powers of attorney.*
99.01 Form of Proxy Cards to be used in connection with the Special
Meeting of Stockholders of Associated Group.*
</TABLE>
- - - - - - - - -----------------------
* Previously filed.
II-3
<PAGE>
EXHIBIT 8.01
[LETTERHEAD OF BAKER BOTTS L.L.P.]
January 14, 2000
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Ladies and Gentlemen:
Reference is made to the planned merger (the "Merger") of A-Group Merger
Corp., a Delaware corporation ("Merger Sub"), which is a wholly-owned subsidiary
of AT&T Corp., a New York corporation ("AT&T"), with and into The Associated
Group, Inc., a Delaware corporation ("AGI"), pursuant to the Amended and
Restated Agreement and Plan of Merger, dated as of October 28, 1999, among AT&T,
Merger Sub, Liberty Media Corporation, a Delaware corporation ("Liberty"), and
AGI (the "Agreement") and to the subsequent conversion of AGI to a limited
liability company under the laws of the State of Delaware (the "LLC Conversion")
pursuant to the Agreement. Unless otherwise specified, capitalized terms shall
have the meaning assigned to such terms in the Agreement. References contained
in this letter to the Agreement include, unless the context otherwise requires,
each document attached as an exhibit or annex thereto.
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 Proxy Statement/Prospectus dated October 29, 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 (iii) the officers' certificates dated as of the date
hereof that were provided to us by AT&T, Merger Sub, Liberty, and AGI and which
are attached hereto as exhibits. In addition, we assume that the Merger and the
LLC Conversion 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 and the LLC Conversion should be treated for U.S. federal
income tax purposes as a reorganization within the meaning of
Section 368(a) of the Code;
(ii) Each of AT&T and AGI should be a party to the reorganization within
the meaning of Section 368(b) of the Code;
<PAGE>
2
January 13, 2000
(iii) No gain or loss should be recognized by AT&T or any member of its
consolidated group as a result of the Merger and the issuance of
shares of Parent Common Stock and Class A Liberty Group Stock in
connection therewith; and
(iv) No gain or loss should be recognized by the Company as a result of
the Merger.
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 and the LLC Conversion 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, except for Liberty, 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, except for Liberty, without our prior written
consent. Notwithstanding the foregoing sentence, we consent to the filing with
the SEC of this letter as an exhibit to a post-effective amendment to the
Registration Statement of which the Proxy Statement is a part and to the
references therein to our firm name. 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,
BAKER BOTTS L.L.P.
Attachments
<PAGE>
EXHIBIT 8.02
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
January 14, 2000
The Associated Group, Inc.
Three Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Re: AT&T Corp. Merger
-----------------
Ladies and Gentlemen:
We have acted as special U.S. federal income tax counsel to The
Associated Group, Inc., a Delaware corporation ("Company"), in connection with
the contemplated merger (the "Merger") of A-Group Merger Corp., a Delaware
corporation ("Sub") and a wholly-owned subsidiary of AT&T Corp., a New York
corporation ("Parent"), with and into Company, with Company surviving as a
wholly-owned subsidiary of Parent, pursuant to the Agreement and Plan of Merger,
dated as of May 28, 1999 and amended as of October 28, 1999, among Parent, Sub,
Liberty Media Corporation, a Delaware corporation ("Liberty"), and Company (as
amended, the "Merger Agreement"), and the subsequent conversion of Company to a
limited liability company under the laws of the State of Delaware (the "LLC
Conversion") pursuant to the Merger Agreement. At your request, and pursuant to
Section 8.4(h) of the Merger Agreement, we are rendering our opinion concerning
certain United States federal income tax consequences of the Merger and LLC
Conversion. Unless otherwise defined, capitalized terms used in this opinion
have the meanings assigned to them in the Merger Agreement.
In connection with our opinion, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Merger
Agreement, (ii) the Proxy Statement/Prospectus dated October 29, 1999 included
in the Registration Statement on Form S-4 filed by Parent with the Securities
and Exchange Commission (the "SEC") in connection with the Merger (the "Proxy
Statement"), and (iii) such other documents, certificates and records as we have
deemed necessary or
<PAGE>
The Associated Group, Inc.
January 14, 2000
Page 2
appropriate as a basis for the opinion set forth below. We have assumed that the
Merger and the LLC Conversion will be consummated strictly in accordance with
the Merger Agreement, Proxy Statement and such other documents, certificates and
records and that all representations, warranties, covenants and other statements
as to factual matters contained in the Merger Agreement, Proxy Statement or any
such documents, certificates and records are true, correct and complete and will
continue to be true, correct and complete through the Effective Time. In
rendering our opinion, we have also relied upon statements, representations and
covenants set forth in letters of representation, dated as of the date hereof,
which Parent, Sub, Liberty and Company have provided to us (copies of which are
attached hereto) and have assumed that such statements, representations and
covenants are true, correct and complete and will continue to be true, correct
and complete through the Effective Time, in each case without regard to any
qualifications as to knowledge or belief. Any inaccuracy in any of the above-
mentioned statements, representations, warranties or assumptions or breach of
any of the aforementioned covenants could adversely affect our opinion.
For purposes of our opinion, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. We have also
assumed (i) that the Merger will qualify as a statutory merger under the laws of
the State of Delaware and that the LLC Conversion will be consummated pursuant
to Section 266 of the DGCL and (ii) that the Merger and LLC Conversion will be
reported by Parent and Company on their respective tax returns in a manner
consistent with the opinion set forth below.
In rendering our opinion, we have relied on the Code, Treasury
Regulations, judicial authorities, published positions of the Internal Revenue
Service (the "Service") and such other authorities as we have considered
relevant, all as in effect as of the date of this opinion and all of which are
subject to differing interpretations or change at any time (possibly with
retroactive effect). A change in any of the authorities upon which our opinion
is based could affect our conclusions. In addition, our opinion will not be
binding on the Service or any court, and the Service
<PAGE>
The Associated Group, Inc.
January 14, 2000
Page 3
or a court could adopt a position contrary to the conclusions we have reached in
rendering our opinion.
On the basis of and subject to the foregoing, we are of the opinion
that for United States federal income tax purposes (i) the Merger and the LLC
Conversion should be treated as a reorganization, qualifying under the
provisions of Section 368(a) of the Code, (ii) each of Parent and Company should
be a party to the reorganization within the meaning of Section 368(b) of the
Code and (iii) no gain or loss should be recognized by a Stockholder of Company
as a result of the Merger and the LLC Conversion with respect to the Company
Stock converted solely into Parent Common Stock and Class A Liberty Group Stock
in the Merger.
This opinion may not be applicable to Stockholders of the Company who
received their Company Stock pursuant to the exercise of employee stock options
or otherwise as compensation.
We express no opinion as to United States federal income tax
consequences other than as set forth above or as to any state, local or foreign
tax consequences. This opinion is expressed as of the date hereof, and we
disclaim any undertaking to advise you of any subsequent changes with respect to
the matters stated or assumed herein or any subsequent changes in applicable
law. This opinion is for your benefit only and is not to be relied upon, used,
circulated, quoted or otherwise referred to for any purpose or by any other
party without our express written consent.
We hereby consent to the filing of this opinion with the SEC as a
post-effective exhibit to the Proxy Statement and to the reference to our firm
under the headings "The Proposed Merger -- Material U.S. Federal Income Tax
Consequences" and "Legal Experts." 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,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
