As filed with the Securities and Exchange Commission on July 20, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AT&T CORP.
(Exact name of registrant as specified in its charter)
New York 4811 13-4924710
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
32 Avenue of the Americas
New York, New York 10013-2412
(212) 387-5400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Marilyn J. Wasser, Esq.
Vice President--Law and Secretary
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
(908) 221-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
Copies to:
Charles S. Whitman, III
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [ ]
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. [ ]
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<TABLE>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Proposed Maximum
Title of Each Class Amount to be Proposed Maximum Aggregate Offering Amount of
of Securities to be Registered Registered Offering Price(1) Price(1) Registration Fee(1)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Wireless Group Common Stock, par
value $1.00 per share............... 10,000,000 shares $24.53 $245,300,000 $64,759.20
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
-----------------------
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 of 1933, as amended or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
===============================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED July 20, 2000
PROSPECTUS [AT&T LOGO]
10,000,000 Shares
AT&T CORP.
AT&T Wireless Group Tracking Stock
-----------------------
AT&T may offer and issue, from time to time, up to 10,000,000 shares of a class
of its common stock, par value $1.00 per share, which we refer to as "AT&T
Wireless Group tracking stock", in connection with acquisitions of other
businesses or assets.
We anticipate that any acquisitions will consist principally of acquisitions of
businesses which operate in the wireless industry. The consideration for such
acquisitions may consist of shares of AT&T Wireless Group tracking stock, cash,
notes or other evidences of debt, assumption of liabilities or any combination
thereof.
-----------------------
This prospectus may be used by persons who receive shares of AT&T Wireless
Group tracking stock in connection with acquisitions and who wish to resell the
shares. We have not authorized any person to use this prospectus in connection
with resales of shares without our prior written consent.
AT&T Wireless Group tracking stock is listed and primarily traded on the New
York Stock Exchange under the symbol "AWE." On July 19, 2000, the last sale
price of AT&T Wireless Group tracking stock was $27.00 per share.
-----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or 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 , 2000
<PAGE>
TABLE OF CONTENTS
Page
----
Forward-Looking Statements................................................. 2
Prospectus Summary......................................................... 4
Where You Can Find More Information........................................ 6
Use of Proceeds............................................................ 8
Description of Capital Stock............................................... 8
Offered Securities.........................................................19
Legal Matters..............................................................20
Experts....................................................................20
FORWARD-LOOKING STATEMENTS
Statements contained in this prospectus that are not historical facts
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Any of our Form 10-K, Annual Report to Shareowners, Form 10-Q or Form 8-K
may include forward- looking statements, including statements concerning:
o the financial condition,
o results of operations,
o cash flows,
o dividends,
o financing plans,
o business strategies,
o operating efficiencies or synergies,
o budgets,
o capital and other expenditures,
o competitive positions,
o growth opportunities for existing products,
o benefits from new technology,
o plans and objectives of management, and
o other matters.
These forward-looking statements, including, without limitation, those
relating to the future business prospects,
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revenues, working capital, liquidity, capital needs, network build out,
interest costs and income, in each case, relating to the AT&T Wireless Group
and to AT&T, the assets and businesses whose economic performance is reflected
by the AT&T common stock, which we refer to as the "AT&T Common Stock Group",
wherever they occur in or are incorporated by reference into this prospectus,
are necessarily estimates reflecting the best judgment of senior management and
involve a number of risks and uncertainties that could cause actual results to
differ materially from those suggested by the forward-looking statements. These
forward-looking statements should, therefore, be considered in light of various
important factors, including those set forth in this prospectus or incorporated
by reference. Important factors that could cause actual results to differ
materially from estimates or projections contained in the forward-looking
statements include, without limitation:
o the effects of vigorous competition in the markets in which these
entities operate,
o the ability to enter into agreements to, and the cost of, entering
new markets necessary to provide nationwide services,
o the ability to establish a significant market presence in new
geographic and service markets,
o the risks related to AT&T's investments in the Liberty Media Group
and joint ventures,
o the impact of any unusual items resulting from ongoing evaluations of
the business strategies of these entities or groups,
o requirements imposed on these entities or groups or latitude allowed
to their competitors by the FCC or state regulatory commissions under
the Telecommunications Act or other applicable laws and regulations,
o unexpected results of litigation filed against these entities,
o the possibility of one or more of the markets in which these entities
compete being impacted by changes in political, economic or other
factors, such as monetary policy, legal and regulatory changes or
other external factors over which these entities or groups have no
control, and
o those factors listed under "Risk Factors -- The Tracking Stock
Amendment" and "Risk Factors -- The AT&T Wireless Group" in the Proxy
Statement filed on January 26, 2000 and incorporated by reference in
this prospectus.
The words "estimate," "project," "intend," "expect," "believe" and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are found at various places throughout this
prospectus and throughout the other documents incorporated herein by reference,
including, but not limited to, AT&T's 1999 Annual Report on Form 10-K,
including any amendments to the annual report. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date of this prospectus. AT&T undertakes no obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events. Moreover, in the future, AT&T, through its senior
management, may make forward-looking statements about the matters described in
this prospectus or other matters concerning AT&T, the AT&T Wireless Group or
the AT&T Common Stock Group.
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PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the additional documents
to which we refer you, before making an investment decision. See "Where You Can
Find More Information." In this prospectus "we," "our," "us," and "AT&T" refer
to AT&T Corp. and its consolidated subsidiaries.
The AT&T Wireless Group is one of the largest wireless service providers
in the United States based on $7.6 billion in revenues for the year ended
December 31, 1999. Including its partnership markets, the AT&T Wireless Group
had over 13 million total subscribers as of March 31, 2000. The AT&T Wireless
Group focuses on revenue growth through the retention and expansion of its
subscriber base. The AT&T Wireless Group seeks to do this by providing new and
innovative services that distinguish it from its competitors. Examples include
pricing plans that simplify customer choice, such as AT&T Digital One Rate
service, and bundled offerings of communications products and services that
target specific customer groups.
The AT&T Wireless Group operates one of the largest U.S. digital wireless
networks. The AT&T Wireless Group, including its partnership and affiliate
markets, currently holds 850 megahertz and 1900 megahertz licenses to provide
wireless services covering 96% of the U.S. population, with approximately 79%
of the U.S. population covered by at least 30 megahertz of wireless spectrum as
of March 31, 2000. As of March 31, 2000, the AT&T Wireless Group's built
network, including partnership and affiliate markets, covered 66% of the U.S.
population. This includes operations in 43 of the 50 largest U.S. metropolitan
areas. By the end of 2000, the AT&T Wireless Group expects that its built
network, including partnership and affiliate markets, will cover over 70% of
the U.S. population. The AT&T Wireless Group supplements its own operations
with roaming agreements that allow its subscribers to use other providers'
wireless services in regions where the AT&T Wireless Group does not have
operations. Through these roaming agreements, the AT&T Wireless Group is able
to offer its customers wireless services covering over 95% of the U.S.
population. The AT&T Wireless Group plans to continue to increase its coverage
and the quality of its services by expanding the footprint and capacity of its
network at an increased pace and by acquiring or partnering with other wireless
providers.
AT&T Wireless Group tracking stock is designed to reflect the separate
economic performance of the AT&T Wireless Group. Except as described below, we
attribute all of AT&T's current wireless operations to the AT&T Wireless Group,
including:
o all mobile and fixed wireless licenses,
o all wireless networks, operations, cell sites, retail operations,
wireless customer care facilities and customer location assets, and
o interests in partnerships and affiliates providing wireless mobile
communications in the United States and internationally.
AT&T retains:
o existing and future wireless activities that stem from
country-specific joint venture relationships that are predominantly
non-wireless, and
o incidental wireless capabilities or links in any backbone or other
communications network that is predominantly non-wireless.
We currently intend to include all future wireless activities in the AT&T
Wireless Group. Our board of directors may, however, in its discretion, but
subject to the AT&T Wireless Group policy statement, direct new
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businesses and assets to the AT&T Wireless Group or to the rest of AT&T or
dispose of or transfer businesses or assets of either group.
The principal executive offices of the AT&T Wireless Group are located at
7277 164th Avenue NE, Building 1, Redmond, Washington 98052. The telephone
number is (425) 580-6000.
The principal executive offices of AT&T are located at 32 Avenue of the
Americas, New York, New York 10013-2412. Our telephone number is (212)
387-5400. Internet users can access information about us and our services at
www.att.com. Our web site is not part of this prospectus.
-----------------------
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
issue, from time to time, up to 10,000,000 shares of AT&T Wireless Group
tracking stock in connection with acquisitions of other businesses or assets.
Each time we issue AT&T Wireless Group tracking stock under the registration
statement 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."
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WHERE YOU CAN FIND MORE INFORMATION
AT&T files annual, quarterly and special reports, prospectuses and other
information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Please call the SEC at 1-800-SEC- 0330 for further
information on the public reference rooms. Our SEC filings are also available
to the public from commercial document retrieval services and at the Internet
world wide web site maintained by the SEC at www.sec.gov.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained directly in this
prospectus. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the SEC. These documents contain
important information about our companies and their financial condition.
AT&T SEC Filings (File No. 1-1105) Period
---------------------------------- ------
Annual Report on Form 10-K..............Year ended December 31, 1999 filed on
March 27, 2000
Quarterly Report on Form 10-Q...........Quarter ended March 31, 2000 filed on
May 15, 2000
Current Reports on Form 8-K.............Filed on January 6, 2000, January 14,
2000, March 13, 2000, March 17, 2000,
March 27, 2000, April 4, 2000, April 24,
2000, May 5, 2000 and June 15, 2000
Proxy Statements........................Filed on January 26, 2000, February 8,
2000 and March 27, 2000
AT&T also incorporates by reference into this prospectus additional
documents that may be filed with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 from the date of this
prospectus to the date we sell all the securities. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, as well as prospectuses. Any statements
contained in a previously filed document incorporated by reference herein is
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein (or in a subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement.
You can obtain any of the documents incorporated by reference through us,
the SEC or the SEC's Internet world wide web site as described above. Documents
incorporated by reference are available from us without charge, excluding
exhibits thereto unless we have specifically incorporated by reference such
exhibits in this prospectus. Any person, including any beneficial owner, to
whom this prospectus is delivered may obtain documents incorporated by
reference in, but not delivered with, this prospectus by requesting them in
writing or by telephone at the following address:
AT&T Corp.
32 Avenue of the Americas
New York, New York, 10013-2412
Tel: (212) 387-5400
Attn: Corporate Secretary's Department
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 information different from that
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contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of AT&T Wireless Group tracking stock only in jurisdictions where
offers and sales are permitted. You should not assume that the information in
the incorporated documents, this prospectus or any prospectus supplement is
accurate as of any other date other than the date on the front of these
documents.
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USE OF PROCEEDS
This prospectus relates to shares of AT&T Wireless Group tracking stock
which may be offered and issued by AT&T from time to time in connection with
acquisitions by the AT&T Wireless Group of other business or assets. Other than
the businesses or assets acquired, there will be no proceeds to AT&T or the
AT&T Wireless Group from these offerings.
DESCRIPTION OF CAPITAL STOCK
The following description of certain terms of the capital stock of AT&T
does not purport to be complete, and is qualified in its entirety by reference
to the AT&T charter. The terms of the Class A Liberty Media Group tracking
stock and the Class B Liberty Media Group tracking stock can be found in the
AT&T charter. For more information on how you can obtain the AT&T charter, see
"Where You Can Find More Information." You are urged to read the AT&T charter
in its entirety.
General
The AT&T charter currently provides that AT&T is authorized to issue 16.5
billion shares of capital stock, consisting of 100 million shares of AT&T
preferred stock and 16.4 billion shares of common stock, of which six billion
are shares of AT&T common stock, four billion are shares of Class A Liberty
Media Group tracking stock, 400 million are shares of Class B Liberty Media
Group tracking stock and six billion are shares of AT&T Wireless Group tracking
stock. As of June 30, 2000, 3,149,073,448 shares of AT&T common stock, no
shares of AT&T preferred stock, 2,374,260,925 shares of Class A Liberty Media
Group tracking stock and 206,234,452 shares of Class B Liberty Media Group
tracking stock and 360 million shares of AT&T Wireless Group tracking stock
were issued and outstanding.
Although our board of directors has no intention at the present time of
doing so, it could issue common stock, warrants or a series of AT&T preferred
stock that could, depending on the terms of such securities, impede the
completion of a merger, tender offer or other takeover attempt. Our AT&T board
of directors will make any determination to issue such shares based on its
judgment as to the best interests of AT&T and its shareholders. Our board of
directors, in so acting, could issue securities having terms that could
discourage an acquisition attempt through which an acquirer may be able to
change the composition of our board of directors, including a tender offer or
other transaction that some, or a majority, of AT&T's shareholders might
believe to be in their best interests or in which AT&T's shareholders might
receive a premium for their stock over the then-current market price of stock.
AT&T Wireless Group Tracking Stock
AT&T Wireless Group
The AT&T Wireless Group tracking stock is designed to track the economic
performance of the AT&T Wireless Group. The "AT&T Wireless Group" consists of,
generally, the interest of AT&T or any of its subsidiaries in all of the
businesses, assets and liabilities reflected in the audited combined financial
statements of the AT&T Wireless Group, as of December 31, 1999, as included in
this prospectus by reference to the Current Report on Form 8-K filed on March
17, 2000, including any successor to the AT&T Wireless Group by merger,
consolidation or sale of all or substantially all of its assets. The AT&T
charter contains adjustments to the definition of the AT&T Wireless Group to
reflect, among other things, related assets and liabilities (including
contingent liabilities), net income and net losses arising after the date of
such financial statements, contributions and allocations of assets, liabilities
and businesses between the groups and acquisitions and dispositions.
The "AT&T Common Stock Group" consists of, generally, the interest of AT&T
or any of its affiliates in all of the businesses in which AT&T or any of its
affiliates (or any of their predecessors or successors) is or has been engaged,
directly or indirectly, and the respective assets and liabilities of AT&T or
any of its affiliates, other than:
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o the economic interest in the AT&T Wireless Group represented by the
outstanding shares of AT&T Wireless Group tracking stock, and
o any businesses, assets or liabilities of the Liberty Media Group.
We created the Liberty Media Group at the time of the TCI merger and
defined it to consist primarily of TCI's programming assets and businesses,
TCI's principal international assets and businesses, and substantially all of
TCI's non-cable and non-programming assets and businesses other than its
interest in At Home Corporation.
AT&T Wireless Group allocation fraction
The tracking stock amendment included as Appendix A to the Proxy Statement
filed on January 26, 2000 and incorporated by reference in this prospectus,
defines the "AT&T Wireless Allocation Fraction" to represent the interest in
the economic performance of the AT&T Wireless Group reflected by AT&T Wireless
Group tracking stock issued to the public. At any time that all of the interest
in the economic performance of the AT&T Wireless Group is not reflected by the
outstanding AT&T Wireless Group tracking stock, this fraction will be used, in
effect, to allocate to the AT&T Common Stock Group the right to participate in
any dividend, distribution or liquidation payment made to holders of AT&T
Wireless Group tracking stock. This right to participate will reflect the
inter- group interest of the AT&T Common Stock Group in the AT&T Wireless
Group, which will be equal to one minus this fraction. At any time that all of
the interest in the economic performance of the AT&T Wireless Group is fully
reflected by the outstanding AT&T Wireless Group tracking stock, this fraction
will equal one and, accordingly, the inter-group interest will equal zero.
Subject to the criteria we describe below, this fraction is subject to
adjustment from time to time as our board of directors deems appropriate:
o to reflect subdivisions (by stock split or otherwise) and
combinations (by reverse stock split or otherwise) of AT&T Wireless
Group tracking stock and stock dividends payable in shares of AT&T
Wireless Group tracking stock,
o to reflect the fair market value of contributions or allocations by
AT&T of cash, property or other assets or liabilities from the AT&T
Common Stock Group to the AT&T Wireless Group (or vice versa), or of
cash or property or other assets or liabilities of the AT&T Common
Stock Group to, or for the benefit of, employees of the AT&T Wireless
Group in connection with employee benefit plans or arrangements of
AT&T or any of its subsidiaries (or vice versa),
o to reflect the number of shares of capital stock of AT&T contributed
to, or for the benefit of, employees of the AT&T Wireless Group in
connection with benefit plans or arrangements of AT&T or any of its
subsidiaries,
o to reflect repurchases by AT&T of shares of AT&T Wireless Group
tracking stock for the account of the AT&T Wireless Group,
o to reflect issuances of AT&T Wireless Group tracking stock for the
account of the AT&T Wireless Group,
o to reflect dividends or other distributions to holders of AT&T
Wireless Group tracking stock, to the extent no payment is made to
the AT&T Common Stock Group, and
o under such other circumstances as our board of directors determines
appropriate to reflect the economic substance of any other event or
circumstance.
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In addition, in determining the percentage interest of holders of AT&T
Wireless Group tracking stock in any particular dividend or other distribution,
we will reduce the economic interest of holders of AT&T Wireless Group tracking
stock to reflect dilution arising from shares of AT&T Wireless Group tracking
stock reserved for issuance upon conversion, exercise or exchange of other
securities that are entitled to participate in such dividend or other
distribution.
The tracking stock amendment provides that any such adjustment must be
made in a manner that our board of directors determines to be fair and
equitable to holders of AT&T common stock and AT&T Wireless Group tracking
stock. In the event that any assets or other property are acquired by the AT&T
Common Stock Group and allocated or contributed to the AT&T Wireless Group, the
consideration paid by the AT&T Common Stock Group to acquire such assets or
other property will be presumed to be its "fair market value" as of its
acquisition. Any adjustment to the AT&T Wireless Group Allocation Fraction made
by our board of directors in accordance with these principles will be at the
sole discretion of our board of directors and will be final and binding on all
shareholders.
Voting Rights
Each outstanding share of AT&T Wireless Group tracking stock will
initially have one-half of a vote per share. The voting rights of AT&T Wireless
Group tracking stock will be subject to adjustments to reflect stock splits,
reverse stock splits, stock dividends or certain stock distributions with
respect to AT&T common stock, AT&T Wireless Group tracking stock or Liberty
Media Group tracking stock.
Holders of AT&T common stock are entitled to one vote on all matters voted
on by shareholders. Holders of Class B Liberty Media Group tracking stock are
entitled to 0.75 of a vote per share and holders of Class A Liberty Media Group
tracking stock have 0.075 of a vote per share on all matters voted on by
shareholders. The voting rights of AT&T common stock, Class B Liberty Media
Group tracking stock and Class A Liberty Media Group tracking stock will be
subject to adjustments to reflect stock splits, reverse stock splits, stock
dividends or certain stock distributions with respect to AT&T common stock,
AT&T Wireless Group tracking stock or Liberty Media Group tracking stock,
including any distribution of AT&T Wireless Group tracking stock to holders of
AT&T common stock.
Except as otherwise required by New York law or any special voting rights
of any class or series of AT&T preferred stock, Liberty Media Group tracking
stock or any other class of AT&T common shares, holders of shares of AT&T
common stock, AT&T Wireless Group tracking stock, each other class of common
shares, if any, that is entitled to vote, Class A Liberty Media Group tracking
stock and Class B Liberty Media Group tracking stock, and holders of shares of
each class or series of AT&T preferred stock, if any, that is entitled to vote,
will vote as one class with respect to all matters to be voted on by
shareholders of AT&T.
No separate class vote of AT&T Wireless Group tracking stock will be
required, except as required by the New York Business Corporation Law.
Dividends
General. Provided that AT&T has sufficient assets to pay a dividend under
applicable law, after excluding the available dividend amount relating to the
Liberty Media Group, dividends on AT&T Wireless Group tracking stock are
limited to an available dividend amount that is designed to be equivalent to
the amount that would legally be available for dividends on that stock if the
AT&T Wireless Group were a stand-alone corporation. Dividends on AT&T common
stock are limited to the amount of legally available funds for all of AT&T less
the sum of the available dividend amount for AT&T Wireless Group tracking stock
and the available dividend amount for Liberty Media Group tracking stock. AT&T
does not expect to pay dividends on shares of AT&T Wireless Group tracking
stock.
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Discrimination among classes of common shares. Our charter does not
provide for mandatory dividends. Provided that there are sufficient assets to
pay a dividend on a class of stock as described under "-- General," our board
of directors will have the sole authority and discretion to declare and pay
dividends (or to refrain from declaring or paying dividends), in equal or
unequal amounts, on AT&T common stock, AT&T Wireless Group tracking stock,
Liberty Media Group tracking stock, any other class of common shares or any two
or more of such classes. Subject to not exceeding the applicable available
dividend amount, our board of directors has this power regardless of the
relative available dividend amounts, prior dividend amounts declared,
liquidation rights or any other factor. Our board of directors has adopted a
policy with respect to Liberty Media Group tracking stock that it will
distribute to the holders of Liberty Media Group tracking stock any dividends
it receives from any entity included in the Liberty Media Group.
Share Distributions
Subject to the provisions of Liberty Media Group tracking stock, AT&T may
declare and pay a distribution consisting of shares of AT&T common stock, AT&T
Wireless Group tracking stock or any other securities of AT&T or any other
person to holders of AT&T Wireless Group tracking stock only in accordance with
the provisions described below. We refer to this type of distribution as a
"share distribution."
Distributions on AT&T common stock or AT&T Wireless Group tracking stock.
Subject to any limitations imposed by the terms of Liberty Media Group tracking
stock, AT&T may declare and pay a share distribution to holders of AT&T common
stock, AT&T Wireless Group tracking stock or any other class of common shares
consisting of any securities of AT&T, any subsidiary of AT&T, or any other
person. However, securities attributable to a group may be distributed to
holders of another group only for consideration.
Discrimination among classes of common shares. The AT&T charter does not
provide for mandatory share distributions. Subject to the restrictions
described above or that are in effect regarding Liberty Media Group tracking
stock, our board of directors will have the sole authority and discretion to
declare and pay share distributions (or to refrain from declaring or paying
share distributions), in equal or unequal amounts, on AT&T common stock, AT&T
Wireless Group tracking stock, Liberty Media Group tracking stock, any other
class of common shares or any two or more of such classes. Subject to not
exceeding the applicable available dividend amounts, our board of directors has
this power regardless of the relative available dividend amounts, prior share
distributions amounts declared, liquidation rights or any other factor.
Redemption
Redemption in exchange for shares of AT&T common stock at option of our
board of directors. At any time following either the occurrence of tax-related
events or the second anniversary of the date that AT&T Wireless Group tracking
stock were initially issued, our board of directors, in its sole discretion,
may redeem all outstanding shares of AT&T Wireless Group tracking stock for
shares of AT&T common stock. In such event, each share of AT&T Wireless Group
tracking stock will be redeemed in exchange for that number of shares of AT&T
common stock, calculated to the nearest 1/10,000, equal to 110% of the ratio of
the average market price per share of AT&T Wireless Group tracking stock to the
average market price per share of AT&T common stock.
In this case, the average market price per share of AT&T common stock or
AT&T Wireless Group tracking stock, as the case may be, means the average of
the daily market value per share for such AT&T common stock or AT&T Wireless
Group tracking stock for the 40 consecutive trading days ending on the 15th
trading day prior to the date notice of the redemption is mailed to holders of
AT&T Wireless Group tracking stock.
In order to redeem AT&T Wireless Group tracking stock on the basis of a
tax event, AT&T must obtain the opinion of counsel that, as a result of an
amendment to or change (or prospective change) in a law or an interpretation of
the law that takes place after the AT&T Wireless Group tracking stock is
issued, there is more than an insubstantial risk that:
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o any issuance of AT&T Wireless Group tracking stock would be treated
as a sale or other taxable disposition by AT&T or any of its
subsidiaries of any of the assets, operations or relevant
subsidiaries underlying the AT&T Wireless Group tracking stock,
o the existence of AT&T Wireless Group tracking stock would subject
AT&T, its subsidiaries or its affiliates, or any of their respective
successors to the imposition of tax or other adverse tax
consequences, or
o either AT&T common stock or AT&T Wireless Group tracking stock would
not be treated solely as common stock of AT&T.
Redemption in exchange for stock of qualifying subsidiaries at option of
our board of directors. The AT&T charter also provides that AT&T may, at any
time, redeem all outstanding shares of AT&T Wireless Group tracking stock in
exchange for a specified number of outstanding shares of common stock of a
subsidiary of AT&T that satisfies certain requirements under the Internal
Revenue Code and that holds all of the assets and liabilities of the AT&T
Wireless Group. We refer to a subsidiary that satisfies these requirements as a
"qualifying subsidiary." This type of redemption may only be made on a pro rata
basis, and must be tax free to the holders of AT&T Wireless Group tracking
stock, except with respect to any cash that holders receive in lieu of
fractional shares.
In this case, we would exchange each share of AT&T Wireless Group tracking
stock, on a pro rata basis, for an aggregate number of shares of common stock
of the qualifying subsidiary equal to the number of outstanding shares of
common stock of the qualifying subsidiary held by AT&T.
Redemption in connection with certain significant transactions. In the
event of a sale, transfer, assignment or other disposition by AT&T in a
transaction or series of related transactions, of all or substantially all of
the properties and assets of the AT&T Wireless Group, AT&T is generally
required to take one of the following actions, which will be selected in the
sole discretion of our board of directors:
o AT&T may redeem each outstanding share of AT&T Wireless Group
tracking stock in exchange for a number of shares of AT&T common
stock (calculated to the nearest 1/10,000) equal to 110% of the ratio
of the average market price per share of AT&T Wireless Group tracking
stock to the average market price per share of AT&T common stock. For
this purpose, the "average market price per share" of AT&T common
stock or AT&T Wireless Group tracking stock, as the case may be,
means the average of the daily market value per share for such AT&T
common stock or AT&T Wireless Group tracking stock during the
10-trading day period beginning on the 15th trading day following
completion of that transaction.
o Subject to limitations, AT&T may declare and pay a dividend in cash
and/or in securities (other than AT&T common stock) or other property
to holders of the outstanding shares of AT&T Wireless Group tracking
stock equally on a share-for-share basis in an aggregate amount equal
to the net proceeds of the disposition allocable to AT&T Wireless
Group tracking stock.
o Subject to limitations, if the disposition involves the disposition
of all, not merely substantially all, of the properties and assets of
the AT&T Wireless Group, AT&T may redeem all outstanding shares of
AT&T Wireless Group tracking stock in exchange for cash and/or
securities or other property in an aggregate amount equal to the net
proceeds of such disposition allocable to the AT&T Wireless Group
tracking stock.
o Subject to limitations, if the disposition involves substantially
all, but not all, of the properties and assets of the AT&T Wireless
Group, AT&T may redeem a number of outstanding shares of AT&T
Wireless Group tracking stock in exchange for a redemption price
equal to the net proceeds of that disposition. The number of shares
of AT&T Wireless Group tracking stock to be redeemed would be equal
to the lesser of (1) a number determined by dividing the aggregate
amount allocated to the redemption of these shares by the average
market value of one share of AT&T Wireless Group tracking stock
during the 10-trading day
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period beginning on the 15th trading day following the completion of
that disposition and (2) the total number of outstanding shares of
AT&T Wireless Group tracking stock.
o Subject to limitations, AT&T may take a combination of the actions
described in the preceding bullets whereby AT&T may redeem some
shares of AT&T Wireless Group tracking stock in exchange for shares
of AT&T common stock at the exchange rate described in the first
bullet above, and use an amount equal to a portion of the net
proceeds of the disposition allocable to AT&T Wireless Group tracking
stock to either (1) declare and pay a dividend as described in the
second bullet above, or (2) redeem part or all of the remaining
shares of AT&T Wireless Group tracking stock as described in the
third or fourth bullet above.
For purposes of these provisions, "substantially all of the properties and
assets" of the AT&T Wireless Group as of any date means a portion of such
properties and assets that represents at least 80% of the fair value of the
properties and assets attributed to the AT&T Wireless Group as of such date.
Certain exceptions. The provisions described under "-- Redemption in
connection with certain significant transactions" will not apply, and AT&T will
not be required to redeem any securities or make any dividend or other
distribution it would otherwise be required to make, in some circumstances,
including the following:
o if the underlying disposition is conditioned upon the affirmative
vote of a majority of holders of AT&T Wireless Group tracking stock,
voting as a separate class,
o if the disposition is in connection with a liquidation of AT&T,
o if the disposition is to a person or group of which AT&T is the
majority owner and the AT&T Wireless Group receives in exchange
primarily equity securities of that person or group as consideration,
o in connection with a spin-off or similar disposition of AT&T's entire
interest in the AT&T Wireless Group to the holders of AT&T Wireless
Group tracking stock, including a disposition that is made in
connection with a mandatory redemption as described under "--
Redemption in exchange for shares of AT&T common stock at option of
our board of directors" or "-- Redemption in exchange for stock of
qualifying subsidiaries at option of our board of directors," and
o in connection with a "related business transaction," which generally
means a disposition of all or substantially all of the assets
attributed to the AT&T Wireless Group in which AT&T receives equity
securities of an entity that engages or proposes to engage primarily
in one or more businesses similar or complementary to the businesses
conducted by the AT&T Wireless Group prior to such transaction.
General Procedures
Public announcements; notices. In the case of specified dispositions or a
redemption, AT&T will publicly announce or otherwise provide specified
information to holders of AT&T Wireless Group tracking stock.
Fractional shares. Our board of directors will not have to issue or
deliver any fractional shares to any holder of AT&T Wireless Group tracking
stock upon any redemption, dividend or other distribution under the provisions
described under "-- Redemption." Instead of issuing fractional shares, AT&T
will pay cash for the fractional share in an amount equal to the fair market
value of the fractional share, without interest.
No adjustments for dividends or other distributions. No adjustments for
dividends will be made upon the exchange of any shares of AT&T Wireless Group
tracking stock; except that, if a redemption date with respect to AT&T Wireless
Group tracking stock comes after the record date for the payment of a dividend
or other distribution to be paid on that stock but before the payment or
distribution, the registered holders of those shares at the close of
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business on such record date will be entitled to receive the dividend or other
distribution on the payment date, notwithstanding the redemption of those
shares or AT&T's default in payment of the dividend or distribution.
Payment of taxes. If any person exchanging a certificate representing
shares of AT&T Wireless Group tracking stock wants us to issue a certificate in
a different name than the registered name on the old certificate, that person
must pay any transfer or other taxes required by reason of the issuance of the
certificate in another name or establish, to the satisfaction of AT&T or its
agent, that the tax has been paid or is not applicable.
Liquidation Rights
In the event of a liquidation, dissolution or winding up of AT&T, whether
voluntary or involuntary, AT&T will first pay or provide for payment of debts
and other liabilities of AT&T, including the liquidation preferences of any
class or series of AT&T preferred stock. Thereafter, holders of the shares of
AT&T common stock, Liberty Media Group tracking stock, AT&T Wireless Group
tracking stock and any other class of AT&T common shares will share in the
funds of AT&T remaining for distribution to its common shareholders in
proportion to the aggregate market capitalization of the outstanding shares of
each class of stock, as applicable, to the aggregate market capitalization of
all the classes of AT&T common stock. AT&T will calculate the market
capitalizations based on the 20-trading day period ending on the trading day
prior to the date of the public announcement of the liquidation, dissolution or
winding up of AT&T.
None of the following, by itself, will constitute a liquidation,
dissolution or winding up of AT&T:
o the consolidation or merger of AT&T with or into any other
corporation or corporations or the sale, transfer or lease of all or
substantially all of the assets of AT&T,
o any transaction or series of related transactions that results in all
of the assets and liabilities included in the AT&T Wireless Group
being held by one or more AT&T Wireless Group subsidiaries and the
distribution of such AT&T Wireless Group subsidiaries, and no other
material assets or liabilities, to the holders of the outstanding
AT&T Wireless Group tracking stock, and
o any transaction or series of related transactions that results in all
of the assets and liabilities included in the Liberty Media Group
being held by one or more Liberty Media Group subsidiaries and the
distribution of such Liberty Media Group subsidiaries, and no other
material assets or liabilities, to the holders of the outstanding
Liberty Media Group tracking stock (but this will be subject to the
provisions relating to the redemption of shares of Liberty Media
Group tracking stock described in our charter).
Determinations by our Board of Directors
Any determinations made by our board of directors under any provision
described in the AT&T charter will be final and binding on all shareholders of
AT&T, except as may otherwise be required by law. AT&T will prepare a statement
of any determination by our board of directors respecting the fair market value
of any properties, assets or securities, and will file the statement with our
Corporate Secretary.
AT&T Common Stock
The holders of AT&T common stock are entitled to one vote for each share
on all matters voted on by shareholders, including elections of directors, and,
except as otherwise required by law or provided in any resolution adopted by
our board of directors with respect to any series of AT&T preferred stock, the
holders of such shares possess all voting power. Subject to any preferential
rights of any outstanding series of AT&T preferred stock created by our board
of directors from time to time, the holders of AT&T common stock are entitled
to such dividends as may be declared from time to time by our board of
directors from funds available therefor, and, upon liquidation, will be
entitled to receive pro rata all assets of AT&T available for distribution to
such holders.
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AT&T Preferred Stock
AT&T preferred stock may be issued from time to time in one or more
series. All shares of AT&T preferred stock of all series will rank equally and
be identical in all respects, except that our board of directors is authorized
to fix the number of shares in each series, the designation thereof, and,
subject to the provisions of Article Third of the AT&T charter, the relative
rights, preferences and limitations of each series and the variations in such
rights, preferences and limitations as between series and specifically is
authorized to fix with respect to each series:
o the dividend rate on the shares of such series and the date or dates
from which dividends will be cumulative; the times when, the prices
at which, and all other terms and conditions upon which, shares of
such series will be redeemable,
o the amounts that the holders of shares of such series will be
entitled to receive upon the liquidation, dissolution or winding up
of AT&T, which amounts may vary depending on whether such
liquidation, dissolution or winding up is voluntary or involuntary
and, if voluntary, may vary at different dates,
o whether or not the shares of such series will be subject to the
operation of a purchase, retirement or sinking fund and, if so, the
extent to and manner in which such purchase, retirement or sinking
fund will be applied to the purchase or redemption of the shares of
such series for retirement or for other corporate purposes and the
terms and provisions relative to the operation of the said fund or
funds,
o whether or not the shares of such series will be convertible into or
exchangeable for shares of any other class or series or for any class
of common shares and, if so, the price or prices or the rate or rates
of conversion or exchange and the method, if any, of adjusting the
same,
o the restrictions, if any, upon the payment of dividends or making of
other distributions on, and upon the purchase or other acquisition
of, common shares,
o the restrictions, if any, upon the creation of indebtedness, and the
restrictions, if any, upon the issue of any additional shares ranking
on a parity with or prior to the shares of such series in addition to
the restrictions provided for in Article Third of the AT&T charter,
o the voting powers, if any, of the shares of such series in addition
to the voting powers provided for in Article Third of the AT&T
charter, and
o such other rights, preferences and limitations as will not be
inconsistent with Article Third of the AT&T charter.
All shares of any particular series will rank equally and be identical in
all respects, except that shares of any one series issued at different times
may differ as to the date from which dividends will be cumulative.
Dividends on shares of AT&T preferred stock of each series will be
cumulative from the date or dates fixed with respect to such series, and will
be paid or declared or set apart for payment for all past dividend periods and
for the current dividend period before any dividends (other than dividends
payable in common shares) will be declared or paid or set apart for payment on
common shares. Whenever, at any time, full cumulative dividends for all past
dividend periods and for the current dividend period will have been paid or
declared and set apart for payment on all then-outstanding shares of AT&T
preferred stock and all requirements with respect to any purchase, retirement
or sinking fund or funds for all series of AT&T preferred stock will have been
complied with, our board of directors may declare dividends on the common
shares and the shares of AT&T preferred stock will not be entitled to share
therein.
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Upon any liquidation, dissolution or winding up of AT&T, the holders of
shares of AT&T preferred stock of such series will be entitled to receive the
amounts to which such holders are entitled as fixed with respect to such
series, including all dividends accumulated to the date of final distribution,
before any payment or distribution of assets of AT&T will be made to or set
apart for the holders of common shares and, after such payments will have been
made in full to the holders of shares of AT&T preferred A stock, the holders of
common shares will be entitled to receive any and all assets remaining to be
paid or distributed to shareholders and the holders of shares of AT&T preferred
stock will not be entitled to share therein. For the purposes of this
paragraph, the voluntary sale, conveyance, lease, exchange or transfer of all
or substantially all the property or assets of AT&T or a consolidation or
merger of AT&T with one or more other corporations (whether or not AT&T is the
surviving corporation of such consolidation or merger) will not be deemed to be
a liquidation, dissolution or winding up, voluntary or involuntary.
The aggregate amount that all shares of AT&T preferred stock outstanding
at any time will be entitled to receive on involuntary liquidation, dissolution
or winding up will not exceed $8 billion.
So long as any shares of AT&T preferred stock are outstanding, AT&T will
not:
o authorize shares of stock ranking prior to shares of AT&T preferred
stock or change any provision of Article Third of the AT&T charter so
to affect adversely shares of AT&T preferred stock without the
affirmative vote or consent of the holders of at least 66 2/3% of all
the shares of AT&T preferred stock at the time outstanding;
o change any of the provisions of any series of AT&T preferred stock at
the time outstanding so as to affect adversely shares of such series
without the affirmative vote or consent of the holders of at least 66
2/3% of such series of AT&T preferred stock; or
o increase the authorized number of shares of AT&T preferred stock or
increase the authorized number of shares of any class of stock
ranking on a parity with the AT&T preferred stock without the
affirmative vote or consent of the holders of at least a majority of
all the shares of AT&T preferred stock at the time outstanding.
Whenever, at any time or times, dividends payable on shares of AT&T
preferred stock will be in default in an aggregate amount equivalent to six
full quarterly dividends on any series of AT&T preferred stock at the time
outstanding, the number of directors then constituting our board of directors
will be increased by two, and the outstanding shares of AT&T preferred stock
will, in addition to any other voting rights, have the exclusive right, voting
separately as a class and without regard to series, to elect two directors of
AT&T to fill such newly created directorships, and such right will continue
until such time as all dividends accumulated on all shares of AT&T preferred
stock to the latest dividend payment date will have been paid or declared and
set apart for payment.
No holder of shares of AT&T preferred stock of any series, irrespective of
any voting or other right of shares of such series, will have, as such holder,
any preemptive right to purchase any other shares of AT&T or any securities
convertible into or entitling the holder to purchase such other shares.
If, in any case, the amounts payable with respect to any requirements to
retire shares of AT&T preferred stock are not paid in full in the case of all
series with respect to which such requirements exist, the number of shares to
be retired in each series will be in proportion to the respective amounts that
would be payable on account of such requirements if all amounts payable were
paid in full.
Anti-Takeover Considerations
The New York Business Corporation Law, the AT&T charter and the AT&T
by-laws contain provisions which could serve to discourage or make more
difficult a change in control of AT&T without the support of the AT&T board of
directors or without meeting various other conditions.
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Business Combinations
Under the NYBCL, a plan of merger or consolidation, a plan of share
exchange or the sale, lease, exchange or other disposition of all or
substantially all of the assets of a corporation is required to be approved in
the case of corporations like AT&T that were in existence on February 22, 1998
and that do not expressly provide in their certificates of incorporation for
majority approval of such transactions, by two-thirds of the votes of all
outstanding shares entitled to vote thereon. The AT&T charter does not contain
a provision expressly providing for majority approval of such transactions.
State Takeover Legislation
Section 912 of the NYBCL prohibits any business combination (defined to
include a variety of transactions, including mergers, sales or dispositions of
assets, issuances of stock, liquidations, reclassifications and benefits from
the corporation, including loans or guarantees) with, involving or proposed by
any interested shareholder (defined generally as any person who, directly or
indirectly, beneficially owns 20% or more of the outstanding voting stock of a
New York corporation) for a period of five years after the date on which the
interested shareholder became an interested shareholder. After such five-year
period, a business combination between a New York corporation and such
interested shareholder is prohibited unless either certain "fair price"
provision are complied with or the business combination is approved by a
majority of the outstanding voting stock not beneficially owned by such
interested shareholder or its affiliates and associates. The restrictions of
the NYBCL do not apply, however, to any business combination with an interested
shareholder if such business combination, or the purchase of stock by the
interested shareholder that cause such shareholder to become an interested
shareholder, was approved by the board of directors of the New York corporation
prior to the date on which the interested shareholder became an interested
shareholder.
A New York corporation may adopt an amendment to its by-laws, approved by
the affirmative vote of a majority of votes of the outstanding voting stock,
excluding the voting stock of interested shareholders and their affiliates and
associates, expressly electing not to be governed by Section 912 of the NYBCL.
Such amendment will not, however, be effective until 18 months after such
shareholder vote and will not apply to any business combination with an
interested shareholder who was such on or prior to the effective date of such
amendment. The AT&T by-laws contain no provision electing not to be governed by
such section of the NYBCL.
Rights of Dissenting Shareholders
Holders of AT&T capital stock currently do not have dissent rights because
AT&T capital stock is listed on a national securities exchange.
Shareholder Action
Under the NYBCL, any action required or permitted to be taken by a vote at
a meeting of shareholders may be taken without a meeting by written consent,
setting forth the action so taken, signed by the holders of all outstanding
shares entitled to vote thereon or, if the certificate of incorporation so
permits, signed by holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. The AT&T charter does not contain such a provision.
Shareholder Proposals
The AT&T by-laws require that, for business to be properly brought before
an annual meeting by a shareholder, the shareholder must have delivered notice
thereof to AT&T (containing certain information specified in the AT&T by-laws)
not less than 90 nor more than 120 days prior to the first anniversary of the
preceding year's annual meeting.
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Meetings of Shareholders
The AT&T by-laws provide that special meetings of the shareholders may be
called at any time by the Chairman of the Board, by our board of directors or
upon a request signed by shareholders representing at least 33 1/3% of the AT&T
shares.
Cumulative Voting
Under the NYBCL, the certificate of incorporation may provide that in all
elections of directors each shareholder is entitled to cumulate such
shareholder's votes. The AT&T charter does not contain such a provision.
Removal of Directors
The NYBCL provides that any or all of the directors may be removed for
cause by vote of the shareholders and, if the certificate of incorporation or
the specific provisions of a by-law adopted by the shareholders provide,
directors may be removed for cause by action of the board of directors. If the
certificate of incorporation or the by- laws so provide, any or all of the
directors may be removed without cause by vote of the shareholders.
Neither the AT&T charter nor the AT&T by-laws provide that directors may
be removed without cause by action of the shareholders or that directors may be
removed by our board of directors.
Vacancies
The certificate of incorporation or by-laws may provide that newly created
directorships or vacancies are to be filled by vote of the shareholders. Unless
the certificate of incorporation or the specific provisions of a by-law adopted
by the shareholders provide that the board of directors may fill vacancies
occurring on the board of directors by reason of the removal of directors
without cause, such vacancies may be filled only by vote of the shareholders. A
director elected to fill a vacancy, unless elected by the shareholders, will
hold office until the next meeting of shareholders at which the election of
directors is in the regular order of business and until his or her successor
has been elected and qualified.
The AT&T by-laws provide that any vacancy on our board of directors may be
filled by a majority vote of the remaining directors, though less than a
quorum.
No Preemptive Rights
Holders of AT&T common stock, AT&T Wireless Group tracking stock or
Liberty Media Group tracking stock do not have any preemptive rights to
subscribe for any additional shares of capital stock or other obligations
convertible into or exercisable for shares of capital stock that may hereafter
be issued by AT&T.
AT&T Wireless Group Capital Stock Committee
The AT&T Wireless Group capital stock committee of our board of directors
oversees the interaction between the businesses of the AT&T Common Stock Group
and the AT&T Wireless Group. The members of the AT&T Wireless Group capital
stock committee are selected by our board of directors. The AT&T by-laws
provide that our board of directors will delegate to the AT&T Wireless Group
capital stock committee authority to:
o interpret, make determinations under and oversee the implementation
of the policies described in the Policy Statement Regarding AT&T
Wireless Group Tracking Stock Matters described under "-- AT&T
Wireless Group Policy Statement,"
o review the policies, programs and practices of AT&T relating to:
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-- the business and financial relationships between AT&T or any of
its units, other than the Liberty Media Group, with the AT&T
Wireless Group,
-- dividends in respect of, disclosures to shareholders and the
public concerning, and transactions by AT&T or any of its
subsidiaries, other than subsidiaries included in the Liberty
Media Group, in shares of AT&T Wireless Group tracking stock,
and
-- any matters arising in connection with any of the foregoing, all
to the extent the AT&T Wireless Group capital stock committee
may deem appropriate, and
o recommend changes in the policies, programs and practices that the
AT&T Wireless Group capital stock committee may deem appropriate.
The AT&T Wireless Group capital stock committee will have and may exercise
such other powers, authority and responsibilities as our board of directors may
determine from time to time. Although our board of directors has no present
intention to do so, it may modify, suspend or rescind the by-laws or adopt
additional by-laws, at any time, without the approval of our shareholders,
subject to our board of directors' fiduciary duties.
Dividend policy
The AT&T Wireless Group policy statement provides that, subject to the
limitations on dividends set forth in our charter, including any preferential
rights of any series of preferred stock of AT&T, and to the limitations of
applicable law, holders of shares of AT&T Wireless Group tracking stock will be
entitled to receive dividends on that stock when, as and if our board of
directors authorizes and declares dividends on that stock.
Since the AT&T Wireless Group is expected to require significant capital
commitments to finance its operations and fund its future growth, AT&T does not
expect to pay any dividends on shares of AT&T Wireless Group tracking stock. If
and when our board of directors determines to pay any dividends on shares of
AT&T Wireless Group tracking stock, this determination will be a business
decision that our board of directors makes from time to time based upon the
results of operations, financial condition and capital requirements of the AT&T
Wireless Group and other factors that our board of directors considers
relevant. Payment of dividends on AT&T Wireless Group tracking stock also may
be restricted by loan agreements, indentures and other transactions that AT&T
enters into from time to time.
Transfer Agent and Registrar
Boston Equiserve Trust Company, N.A. is the transfer agent and registrar
for AT&T Wireless Group tracking stock.
OFFERED SECURITIES
We propose to issue and sell the shares of AT&T Wireless Group tracking
stock offered hereby in connection with acquisitions of other businesses or
assets. We anticipate that any acquisitions will consist principally of
acquisitions of businesses which operate in the wireless industry. The shares
of AT&T Wireless Group tracking stock shall be offered on terms to be
determined at the time of sale. Such shares of AT&T Wireless Group tracking
stock may be issued in exchange for shares of capital stock, partnership
interests or other assets representing an interest, direct or indirect, in
other entities, in exchange for assets used in or related to the business of
such entities or otherwise pursuant to agreements providing for such
acquisitions. The consideration for such acquisitions may consist of AT&T
Wireless Group tracking stock, cash, notes or other evidences of debt,
assumption of liabilities or a combination thereof. The terms of such
acquisitions and of the issuance of any such shares of AT&T Wireless Group
tracking stock in connection therewith will generally be determined by direct
negotiations with the owners of the business or assets to be acquired or, in
the case of entities which are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets.
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Underwriting discounts or commissions will generally not be paid by us.
However, under certain circumstances, we may issue shares of AT&T Wireless
Group tracking stock covered by this prospectus to pay brokers' commissions
incurred in connection with acquisitions. For a description of AT&T Wireless
Group tracking stock, see "Description of Capital Stock."
This prospectus, as amended or supplemented if appropriate, has also been
prepared for use by persons who will receive shares of AT&T Wireless Group
tracking stock in acquisitions, including shares sold hereunder ("selling
stockholders"); provided, however, that no selling stockholder is authorized to
use this prospectus to reoffer any such shares without first obtaining our
prior written consent. Resales may be made in the manner described in this
prospectus, as amended or supplemented, in the manner permitted by Rule 145(d)
under the Securities Act or under an exemption from the Securities Act. Profits
realized on resales by selling stockholders under certain circumstances may be
regarded as underwriting compensation under the Securities Act.
Resales by selling stockholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, such securities firm may be
engaged to act as the selling stockholder's agent in the sale of the shares by
such selling stockholder, or the securities firm may purchase shares from the
selling stockholders as principal and thereafter resell such shares from time
to time. The fees earned by or paid to such securities firm may be the normal
stock exchange commission or negotiated commissions or underwriting discounts
to the extent permissible. In addition, such securities firm may effect resales
through other securities dealers, and customary commissions or concessions to
such other dealers may be allowed. Sales of shares may be at negotiated prices,
at fixed prices, at market prices or at prices related to market prices then
prevailing. Any such sales may be made on The New York Stock Exchange or other
exchange on which such shares are traded, in the over-the-counter market, by
block trade, in special or other offerings, directly to investors or through a
securities firm acting as agent or principal, or a combination of such methods.
Any participating securities firm may be indemnified against certain
liabilities, including liabilities under the Securities Act. Any participating
securities firm may be deemed to be and underwriter within the meaning of the
Securities Act, and any commission earned by such firm may be deemed to be
underwriting discounts or commissions under the Securities Act.
In connection with resales, a prospectus supplement, if required, will be
filed under Rule 424(b) under the Securities Act, disclosing the name of the
selling stockholder, the participating securities firm, if any, the number of
shares involved and other details of such resale to the extent appropriate.
LEGAL MATTERS
The validity of the AT&T Wireless Group tracking stock in respect of which
this prospectus is being delivered will be passed upon for AT&T by Robert S.
Feit, Esq., General Attorney and Assistant Secretary of AT&T. As of June 30,
2000, Mr. Feit was the beneficial owner of approximately 4,700 shares of AT&T
common stock and had options to purchase additional shares of AT&T common
stock.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of AT&T Corp. for the year ended
December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The combined financial statements of the AT&T Wireless Group as of
December 31, 1999 and 1998 and for each of the three years in the period ended
December 31, 1999 included in this prospectus by reference to the Current
Report on Form 8-K filed on March 17, 2000, have been so included in reliance
on the report of
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PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The combined balance sheets of Liberty Media Group (New Liberty or
Successor) as of December 31, 1999, and of Liberty Media Group (Old Liberty or
Predecessor) as of December 31, 1998, and the related combined statements of
operations and comprehensive earnings, combined equity and cash flows for the
period from March 1, 1999 to December 31, 1999 (Successor period) and from
January 1, 1999 to February 28, 1999 and for each of the years in the two-year
period ended December 31, 1998 (Predecessor periods), which appears as an
exhibit to the AT&T Corp. Annual Report on Form 10-K for the year ended
December 31, 1999, dated March 27, 2000, have been incorporated by reference
herein in reliance upon the report, dated February 29, 2000, 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 KPMG report dated February 29, 2000 refers to the fact that the
financial statements should be read in conjunction with the consolidated
financial statements of AT&T Corp. In addition, the report contains an
explanatory paragraph that states that effective March 9, 1999 AT&T Corp., the
owner of the assets comprising New Liberty, acquired Tele-Communications, Inc.,
the owner of the assets comprising Old Liberty, in a business combination
accounted for as a purchase. As a result of the acquisition, the combined
financial information for the periods after the acquisition is presented on a
different basis than that for the period before the acquisition and, therefore,
is not comparable.
The consolidated balance sheets of MediaOne Group, Inc. as of December 31,
1999 and 1998, and the related consolidated statements of operations,
shareowners' equity and cash flows for each of the three years in the period
ended December 31, 1999, filed in AT&T Corp.'s Form 8-K, dated March 27, 2000,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
21
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AT&T Corp.
AT&T Wireless Group Tracking Stock
[AT&T LOGO]
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Prospectus
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, 2000
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a director or officer
of a corporation is entitled, under specified circumstances, to indemnification
by the corporation against reasonable expenses, including attorneys' fees,
incurred by him or her in connection with the defense of a civil or criminal
proceeding to which he or she has been made, or threatened to be made, a party
by reason of the fact that he or she was such a director or officer. In certain
circumstances, indemnity is provided against judgments, fines and amounts paid
in settlement. In general, indemnification is available where the director or
officer acted in good faith, for a purpose such director or officer reasonably
believed to be in the best interests of the corporation. Specific court
approval is required in some cases. The foregoing statement is qualified in its
entirety by reference to Sections 715, 717 and 721 through 725 of the New York
Business Corporation Law ("NYBCL").
The bylaws of the Registrant provide that the Registrant is authorized, by
(i) a resolution of shareholders, (ii) a resolution of directors or (iii) an
agreement providing for such indemnification, to the fullest extent permitted
by applicable law, to provide indemnification and to advance expenses to its
directors and officers in respect of claims, actions, suits, or proceedings
based upon, arising from, relating to, or by reason of the fact that any such
director or officer serves or served in such capacity with the corporation or
at the request of the Registrant in any capacity with any other enterprise.
The Registrant has entered into contracts with its officers and directors,
pursuant to the provisions of NYBCL Section 721, by which it will be obligated
to indemnify such persons, to the fullest extent permitted by the NYBCL,
against expenses, fees, judgments, fines, and amounts paid in settlement in
connection with any present or future threatened, pending or completed action,
suit or proceeding based in any way upon or related to the fact that such
person was an officer or director of the Registrant or, at the request of the
Registrant, an officer, director or other partner, agent, employee, or trustee
of another enterprise. The contractual indemnification so provided will not
extend to any situation where a judgment or other final adjudication adverse to
such person establishes that his acts were committed in bad faith or were the
result of active and deliberate dishonesty or that there inured to such person
a financial profit or other advantage.
The directors and officers of the Registrant are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), which might be incurred by them in such capacities.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits (see index to exhibits at E-1).
Item 22. 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 of 1933; (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.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that
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<PAGE>
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.
(d) (1) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145 (c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The Registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a) (3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, 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.
(e) The undersigned Registrant hereby undertakes that:
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<PAGE>
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it
was declared effective.
(2) For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of
prospectus 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.
(f) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(g) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 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 20th day of July,
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:
----------------------------
Charles H. Noski* Senior Executive Vice President and
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
-----------------------------
Nicholas S. Cyprus* Controller and Chief Accounting Officer
DIRECTORS
---------
C. Michael Armstrong*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Walter Y. Elisha*
George M.C. Fisher*
Donald V. Fites*
Amos B. Hostetter, Jr.*
Ralph S. Larsen*
John C. Malone*
Donald F. McHenry*
Louis A. Simpson*
Michael I. Sovern*
Sanford I. Weill*
John D. Zeglis*
* By: /s/ Marilyn J. Wasser
---------------------
Marilyn J. Wasser
(Attorney-in-Fact)
July 20, 2000
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<PAGE>
EXHIBIT INDEX
Exhibit No. Document
----------- --------
3.01 Restated Certificate of Incorporation of the Registrant
filed January 10, 1989, Certificate of Correction of the
Registrant filed June 8, 1989, Certificate of Change of the
Registrant filed March 18, 1992, Certificate of Amendment
of the Registrant filed June 1, 1992, Certificate of
Amendment of the Registrant filed April 20, 1994,
Certificate of Amendment filed June 8, 1998, Certificate of
Amendment filed March 9, 1999, Certificate of Amendment
filed April 12, 2000 and Certificate of Amendment filed
June 2, 2000.
3.02 Bylaws of the Registrant, as amended March 14, 2000.
4.01 The Policy Statement Regarding Wireless Group Tracking
Stock Matters of AT&T Corp. (filed as Exhibit B to the
Proxy Statement on Schedule 14A, dated January 26, 2000 and
incorporated herein by reference).
5.01 Opinion of Robert S. Feit, Esq., General Attorney and
Assistant Secretary of the Registrant, as to the legality
of the securities being registered.
11.01 Computation of per share earnings (filed as Exhibit 13 to
the Annual Report on Form 10-K for the year ended December
31, 1999, dated March 27, 2000 and incorporated herein by
reference, and the Quarterly Report on Form 10-Q for the
three months ended March 31, 2000, dated May 15, 2000 and
incorporated herein by reference).
21.01 List of Subsidiaries of AT&T (filed as Exhibit 21 to the
Annual Report on Form 10-K for the year ended December 31,
1999, dated March 27, 2000 and incorporated herein by
reference).
23.01 Consent of Robert S. Feit, Esq., General Attorney and
Assistant Secretary of the Registrant (included in Exhibit
5.01).
23.02 Consent of PricewaterhouseCoopers LLP.
23.03 Consent of PricewaterhouseCoopers LLP.
23.04 Consent of KPMG LLP.
23.05 Consent of Arthur Andersen LLP.
24.01 Powers of attorney executed by the officers and directors
of the Registrant who signed this Registration Statement.
E-1
