UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Preliminary Proxy Statement
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RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AT&T CORP.
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(Name of Registrant as Specified In Its Charter)
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<PAGE>
COVER:
AT&T WIRELESS GROUP TRACKING STOCK
BUILDING THE FUTURE OF WIRELESS
VOTE NOW!
[AT&T logo]
<PAGE>
FLAP:
3 SMART REASONS TO VOTE NOW!
1. Your board of directors considers this an important decision for our Company,
and recommends a vote FOR the proposed amendments.
2. If you don't exercise your right to vote by March 14, 2000, it will
automatically be counted as a "no" vote. Please vote now.
3. AT&T's management team, led by C. Michael Armstrong, believes that the
creation of this tracking stock will assist the Wireless Group in meeting its
capital needs and increase market awareness of the performance and value of
AT&T's wireless businesses.
VOTE NOW!
FOR MORE INFORMATION, CALL 1-800-603-1913 OR VISIT THE AT&T INVESTOR RELATIONS
WEB SITE AT www.att.com/ir
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<PAGE>
INSIDE COVER (PG 1):
"We take pride in the fact that people from every walk of life have made an
investment in, and put their trust, in our Company. As in any election, every
vote is important. We ask you to vote now to help shape the future of
AT&T." C. Michael Armstrong - Chairman and CEO
VOTE NOW!
To cast your vote, follow the instructions on the enclosed proxy voting card.
Please note that to vote FOR the amendments authorizing AT&T to create the AT&T
Wireless Group tracking stock you MUST actually cast a FOR vote. If you do not
exercise your right to vote, it will count as a vote AGAINST the creation of the
tracking stock.
The AT&T Wireless Group is one of the largest wireless service providers in the
United States, operating one of the largest U.S. digital wireless networks.
But we still have major work to do.
To help the Wireless Group increase its coverage and improve the quality of its
services, our board of directors is requesting your approval to create a new
class of AT&T stock called the AT&T Wireless Group tracking stock.
<PAGE>
INSIDE MIDDLE PANEL (PG 2)
WHY A "TRACKING STOCK?"
A company typically issues a tracking stock to help a particular segment of its
business realize its full potential. In this case, the AT&T Wireless Group
tracking stock is designed to reflect the economic performance of AT&T's
wireless services businesses. We believe that issuing a tracking stock will help
the AT&T Wireless Group raise capital, which can be used for investments and
acquisitions in this fast-growing and quickly evolving field.
To be clear, we are NOT spinning off any part of our operations. The AT&T
Wireless Group will continue to operate fully under the AT&T umbrella. We
believe that AT&T's widely recognized brand significantly contributes to the
success of the AT&T Wireless Group's products and services.
HOW DOES THIS AFFECT AT&T SHAREOWNERS?
If the AT&T Wireless Group tracking stock is approved by AT&T shareowners:
Step 1:
AT&T currently intends to issue a portion of the total tracking stock shares
through an IPO -- Initial Public Offering - by a carefully selected group of
banks and brokers.
As an AT&T shareholder, you will continue to own the same number of shares of
AT&T common stock.
Step 2:
Some time after the IPO, we currently intend to distribute the remaining shares
of the AT&T Wireless Group tracking stock to AT&T common stock holders. The
method, ratio of shares and timing of the distribution will depend on market
conditions and other factors.
While the method and timing of the distribution have not been determined, it
will be done in a way that the board of directors determines is in the best
interest of AT&T shareholders.
The proposed amendments -- as well as a discussion of the potentials and risks
of the business -- are described in detail in the proxy statement you recently
received. To better understand the proposals on which you are being asked to
vote, you should read that document carefully. Note that the IPO will be offered
separately in a registration statement filed with the Securities and Exchange
Commission.
<PAGE>
The AT&T Wireless Group has set a goal to be the premier provider of
high-quality wireless communications services: whether mobile or fixed, voice or
data, to business or consumers, in the United States or internationally. But
this is a fast-moving business, subject to evolving industry standards and
significant technological change.
We expect approval of the proposed amendments to allow us to facilitate growth
toward that goal by providing direct investment opportunities in the performance
and value of AT&T's wireless business.
<PAGE>
INSIDE BACK
Q&A
QUESTIONS AND ANSWERS
Q. EXACTLY WHAT AM I VOTING ON?
In basic terms, we are asking shareowners to approve amendments to our charter
to authorize the creation of a new class of stock called the AT&T Wireless Group
tracking stock, as well as to approve amendments to our 1997 Long Term Incentive
Program regarding employee and director incentive awards. The proxy statement
you recently received explains the proposals completely.
Q. HOW DO YOU EXPECT TO ISSUE THE AT&T WIRELESS GROUP TRACKING STOCK?
AT&T expects to issue this tracking stock through an IPO - Initial Public
Offering -- subject to market conditions. We currently intend to follow the IPO
with a distribution to holders of AT&T common shares.
Q. HOW WILL THE CREATION OF THE TRACKING STOCK AFFECT THE NUMBER OF AT&T
SHARES THAT I OWN? WILL IT AFFECT MY DIVIDEND?
You will continue to own the same number of AT&T common stock shares you own
now. Our board of directors currently pays a cash dividend of $.22 per share per
quarter. As always, the determination of future dividends will be decided by the
board of directors based on financial conditions, results of operations and
business requirements.
Q. WHAT DO I NEED TO DO NEXT?
READ the proxy statement carefully, then VOTE on the proposed amendments. Please
follow the instructions on the enclosed proxy voting card to cast your vote.
Many shareowners have the convenient option to vote via the INTERNET, or by
calling a TOLL-FREE TELEPHONE NUMBER as alternatives to signing and mailing the
enclosed proxy card. You may vote anytime up to, and including at, the special
AT&T shareowners meeting on MARCH 14, 2000.
Q. WHERE CAN I GET MORE INFORMATION TO HELP ME DECIDE HOW TO VOTE?
The proxy statement explains in detail how the creation of the Wireless Group
tracking stock will affect AT&T and you as a shareowner. If you need further
clarification, the AT&T Shareowner Information Center at 1 800-603-1913 will try
to assist you, or visit the AT&T Investor Relations Web site at www.att.com/ir.
<PAGE>
CONTACT INFORMATION FOR THE BACK PANEL:
If you have questions regarding:
* March 14, 2000 Special Shareowner Meeting
* Proposed AT&T Wireless Group tracking stock
Call 1 800-603-1913
Visit www.att.com/ir for:
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* Information about the proposed AT&T Wireless Group tracking stock
* Secure online account access
* Forms: change of address, cost basis instructions and requests for change
of ownership and many more
* Real time information relevant to investors
Call AT&T Shareowner Services at 1 800-348-8288 and follow the prompts for:
* For information and assistance with your registered share account. Our
automated telephone account information system is available 24 hours a day
7 days a week.
If your request cannot be fulfilled on our automated telephone system,
shareowner service representatives are available Monday though Friday
from 8 a.m. to 6 p.m. Eastern Time
* Those using a TDD should call 1 800-822-2794
* If your shares are registered with a bank or broker, please contact them
directly for account management services
ORDER AT&T CONSUMER SERVICES ONLINE AT www.catalog.att.com/cmd
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AT&T Logo; Recycle Symbol/Printed on Recycled Paper; 2000 Copyright; ATT-WGTS
