<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AT&T CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
------------------------------
2000
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
------------------------------
Wednesday, May 24, 2000
at 9:30 a.m. local time
Arie Crown Theater
(Lakeside Center at McCormick Place)
2301 S. Lake Shore Drive
Chicago, Illinois 60616
<PAGE>
NOTICE OF MEETING
The 115th Annual Meeting of Shareholders of AT&T Corp. (the "Company") will
be held at the Arie Crown Theater (Lakeside Center at McCormick Place), 2301 S.
Lake Shore Drive, Chicago, Illinois on Wednesday, May 24, 2000, at 9:30 a.m.
local time, for the following purposes:
- To elect Directors for the ensuing year (page );
- To ratify the appointment of auditors to examine the Company's accounts
for the year 2000 (page );
- To approve an increase in the number of authorized shares of Liberty Media
Group Class A and Class B Tracking Stock (page ); and
- To act upon such other matters, including shareholder proposals (page
), as may properly come before the meeting.
Holders of voting shares at the close of business on March 27, 2000 will be
entitled to vote with respect to this solicitation.
Marilyn J. Wasser
Vice President - Law and Secretary
March 27, 2000
<PAGE>
[LOGO]
32 Avenue of the Americas
New York, NY 10013-2412
C. MICHAEL ARMSTRONG
Chairman of the Board
March 27, 2000
Dear Shareholder:
It is a pleasure to invite you to our Company's 2000 Annual Meeting of
Shareholders in Chicago, Illinois on Wednesday, May 24, beginning at 9:30 a.m.
local time, at the Arie Crown Theater. This will be AT&T's 115th Annual Meeting
of Shareholders. If you plan to join us at the meeting, an admission ticket will
be required and is attached to the proxy card. For your convenience, a map of
the area and directions to the Theater are printed on the back of the proxy
card.
Whether you own a few or many shares of stock and whether or not you plan to
attend, it is important that your shares be voted on matters that come before
the meeting. Registered shareholders can vote their shares by using a toll-free
telephone number or via the Internet. Instructions for using these convenient
services are provided on the proxy card. Of course, you may still vote your
shares by marking your votes on the proxy card, signing and dating it, and
mailing it in the envelope provided. If you sign and return your proxy card
without specifying your choices, it will be understood that you wish to have
your shares voted in accordance with the Directors' recommendations.
I look forward to seeing you on May 24 in Chicago.
Sincerely,
/s/ MICHAEL ARMSTRONG
<PAGE>
AT&T CORP.
EXECUTIVE OFFICES
32 AVENUE OF THE AMERICAS
NEW YORK, NY 10013-2412
PROXY STATEMENT
This proxy statement and the accompanying proxy/voting instruction card
(proxy card) were mailed after March 27, 2000 to holders of voting shares in
connection with the solicitation of proxies by the Board of Directors for the
2000 Annual Meeting of Shareholders in Chicago, Illinois. Proxies are solicited
to give all shareholders of record at the close of business on March 27, 2000 an
opportunity to vote on matters that come before the meeting. This procedure is
necessary because shareholders live in all states and abroad and most will not
be able to attend. Shares can be voted only if the shareholder is present in
person or is represented by proxy.
Registered shareholders (those who hold shares directly or through Company
plans rather than a bank or broker) can simplify their voting and save the
Company expense by calling 1-800-273-1174 or voting via the Internet at
HTTP://ATT.PROXYVOTING.COM/. Telephone and Internet voting information is
provided on the proxy card. A Control Number is designed to verify shareholders'
identities and allow them to vote their shares and confirm that their voting
instructions have been properly recorded. It is located above the shareholder's
name and address in the lower left section of the proxy card. If you hold your
shares through a bank or broker, you will receive separate instructions on the
form you receive. Although most banks and brokers now offer telephone and
Internet voting, availability and specific processes will depend on their
voting arrangements.
1
<PAGE>
PROXY MATERIALS AND ANNUAL REPORT
AT&T's shareholders can access AT&T's Notice of Annual Meeting and Proxy
Statement and annual report via the Internet on the AT&T Investor Relations
Home Page at: HTTP://WWW.ATT.COM/IR/. For future shareholder meetings, AT&T's
registered shareholders can further save the Company expense by consenting to
access their proxy statement and annual report electronically. You can choose
this option by marking the "Electronic Access" box on your proxy card or by
following the instructions provided when you vote by telephone or via the
Internet. If you choose this option, prior to each shareholder meeting, you
will receive your proxy card in the mail with instructions for voting by
mail, telephone, or the Internet. You do not need to select this option each
year; however, you may want to choose this option for more than one account
held in your name. Your choice will remain in effect unless you revoke it by
sending a written request to AT&T, c/o EquiServe, P.O. Box 8035, Boston, MA
02266-8035.
If you do not choose to vote by telephone or the Internet, you may still
return your proxy card, properly signed, and the shares represented will be
voted in accordance with your directions. You can specify your choices by
marking the appropriate boxes on the proxy card. If your proxy card is signed
and returned without specifying your choices, the shares will be voted as
recommended by the Directors. Abstentions marked on the proxy card are voted
neither "for" nor "against," but are counted in the determination of a quorum
for each of the proposals. Abstentions have the effect of a vote against the
Directors' Proposal to approve an increase in the number of authorized shares of
Liberty Media Group Class A and Class B Tracking Stock and have no effect on the
other items to be voted on. IF YOU DO VOTE BY TELEPHONE OR THE INTERNET, IT IS
NOT NECESSARY TO RETURN YOUR PROXY CARD.
If you wish to give your proxy to someone other than the Proxy Committee,
all three names appearing on the proxy card must be crossed out and the name of
another person or persons (not more than three) inserted. The signed card must
be presented at the meeting by the person or persons representing you. You may
2
<PAGE>
revoke your proxy at any time before it is voted at the meeting by executing
a later-voted proxy by telephone, the Internet, or mail, by voting by ballot
at the meeting, or by filing an instrument of revocation with the inspectors
of election in care of the Vice President - Law and Secretary of the Company.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO VOTE BY TELEPHONE, THE
INTERNET, OR BY SIGNING AND RETURNING THE ACCOMPANYING PROXY CARD WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING. If you do attend, you may vote by ballot at the
meeting, thereby canceling any proxy previously given.
CONFIDENTIAL VOTING
For many years, AT&T has had a confidential voting policy. The Company has
formalized its policy by amending its by-laws so that all proxies and other
voting materials, including telephone and Internet voting, are kept confidential
and are not disclosed to the Company or its officers and Directors, subject to
standard exceptions. Such documents are available for examination only by the
inspectors of election and certain personnel associated with processing proxy
cards and tabulating the vote. This By-Law provision cannot be amended,
rescinded, or waived except by a shareholder vote. Three inspectors of election
have been appointed, including two officers of The Corporation Trust Company.
VOTING SHARES HELD IN DIVIDEND REINVESTMENT AND SAVINGS PLANS
If a shareholder is a participant in the AT&T Shareowner Dividend
Reinvestment and Stock Purchase Plan ("DRISPP") or the AT&T Employee Stock
Purchase Plan ("ESPP"), the proxy card will represent the number of full shares
in the DRISPP and the ESPP accounts on the record date, as well as shares
registered in the participant's name. If an employee shareholder is a
participant in the AT&T Employee Stock Ownership Plan, the AT&T Long Term
Savings Plan for Management Employees, the AT&T Long Term Savings and Security
Plan, the AT&T Retirement Savings and Profit
3
<PAGE>
Sharing Plan, the AT&T of Puerto Rico, Inc. Long Term Savings Plan for
Management Employees, the AT&T of Puerto Rico, Inc. Long Term Savings and
Security Plan, the Liberty Media 401(k) Savings Plan, the Liberty Media
401(k) Savings Plan of Puerto Rico, the Long Term Savings Plan (for AT&T
Broadband), or the Long Term Savings Plan - San Francisco (for AT&T Broadband),
the proxy card will also serve as a voting instruction for the trustees of those
plans where all accounts are registered in the same name. If proxy cards
representing shares in the above-named plans are not returned, those shares will
not be voted except for shares in the employer shares fund in the AT&T Long Term
Savings and Security Plan which will be voted by the trustee of the plan.
ANNUAL MEETING ADMISSION
IF YOU ARE A REGISTERED SHAREHOLDER AND PLAN TO ATTEND THE MEETING IN
PERSON, PLEASE DETACH AND RETAIN THE ADMISSION TICKET AND MAP WHICH ARE ATTACHED
TO YOUR PROXY CARD. A BENEFICIAL OWNER WHO PLANS TO ATTEND THE MEETING MAY
OBTAIN AN ADMISSION TICKET IN ADVANCE BY SENDING A WRITTEN REQUEST, WITH PROOF
OF OWNERSHIP, SUCH AS A BANK OR BROKERAGE FIRM ACCOUNT STATEMENT, TO: MANAGER -
PROXY, AT&T CORP., 295 NORTH MAPLE AVENUE, ROOM 1216L2, BASKING RIDGE, NEW
JERSEY 07920-1002. ADMITTANCE TO THE ANNUAL MEETING WILL BE BASED UPON
AVAILABILITY OF SEATING.
Shareholders who do not present admission tickets at the meeting will be
admitted upon verification of ownership at the admissions counter.
The Arie Crown Theater is fully accessible to disabled persons, and sign
interpretation and wireless headsets will be available for our hearing-impaired
shareholders.
Highlights of the meeting will be included in a midyear report to
shareholders. Information on obtaining a full transcript of the meeting will
also be included in the midyear report.
Securities and Exchange Commission ("SEC") rules require that an annual
report precede or be included with proxy materials.
4
<PAGE>
Shareholders with multiple accounts may be receiving more than one annual
report which is costly to AT&T and may be inconvenient to these shareholders.
Such shareholders who vote by mail may authorize AT&T to discontinue mailing
extra annual reports for selected accounts by marking the "Annual Report" box
on the proxy card. If you vote by telephone or the Internet, you will also
have the opportunity to indicate that you wish to discontinue receiving extra
annual reports. Eliminating these duplicate mailings will not affect receipt
of future proxy statements and proxy cards. To resume the mailing of an
annual report to an account, please call the AT&T SHAREOWNER SERVICES NUMBER,
1-800-348-8288.
Comments from shareholders about the proxy material or about other aspects
of the business are welcomed. Space is provided on the back of the proxy card
and on the Internet screen for this purpose. Although such comments will not be
answered on an individual basis, they are analyzed and used to determine what
additional information should be furnished in various Company communications.
On January 1, 2000, there were 3,196,524,356 shares of AT&T Common Stock,
1,156,778,730 shares of Liberty Media Group Class A Tracking Stock, and
108,421,114 shares of Liberty Media Group Class B Tracking Stock outstanding.
Each share of AT&T Common Stock has one vote on each matter properly brought
before the meeting. Each share of Liberty Media Group Class B Tracking Stock
has 0.75 of a vote and each share of Liberty Media Group Class A Tracking
Stock has 0.075 of a vote on each of the matters properly brought before the
meeting. The number of shares of AT&T Common Stock outstanding and per share
data have been adjusted to reflect our three-for-two stock split paid on
April 15, 1999. The number of shares of Liberty Media Group Class A and Class
B Tracking Stock outstanding and per share data reflect a two-for-one stock
split paid on June 11, 1999.
5
<PAGE>
BOARD OF DIRECTORS
The Board of Directors is responsible for establishing broad corporate
policies and overseeing the overall performance of the Company. However, in
accordance with corporate legal principles, the Board of Directors is not
involved in day-to-day operating details. Members of the Board are kept
informed of the Company's business by participating in Board and committee
meetings, by reviewing analyses and reports sent to them each month, and
through discussions with the Chairman and other officers.
The Board of Directors held 13 meetings and the committees held 21
meetings in 1999. The average attendance in the aggregate of the total number
of meetings of the Board and the total number of committee meetings was 96%.
COMMITTEES OF THE BOARD
The Board has established a number of committees, including the Audit
Committee, the Capital Stock Committee, the Compensation and Employee
Benefits Committee, the Finance Committee, and the Governance and Nominating
Committee, each of which is briefly described below. Other committees of the
Board include the Executive Committee and the Proxy Committee (which votes
the shares represented by proxies at the annual meeting of shareholders).
The Audit Committee meets with management to consider the adequacy of the
internal controls and the objectivity of financial reporting. The committee
also meets with the independent auditors and with appropriate Company
financial personnel and internal auditors concerning these matters. The
committee recommends to the Board the appointment of the independent
auditors, subject to ratification by the shareholders at the annual meeting.
Both the internal auditors and the independent auditors periodically meet
alone with the committee and always have unrestricted access to the
committee. The committee, which consists of six non-employee Directors, met
four times in 1999.
6
<PAGE>
The Capital Stock Committee advises and makes recommendations to the Board
concerning the interpretation and implementation of policies regarding Liberty
Media Group tracking stock matters, including the authorization of the issuance
of shares of Liberty Media Group tracking stock. The committee, which consists
of two non-employee Directors, and Dr. John C. Malone, Chairman of Liberty Media
Corporation, met four times in 1999.
The Compensation and Employee Benefits Committee administers incentive
compensation plans, including stock option plans, and keeps informed and advises
the Board regarding employee benefit plans. The committee establishes the
compensation structure for senior managers of the Company and makes
recommendations to the Board with respect to compensation of the officers as
listed on page . The committee, which consists of five non-employee Directors,
met six times in 1999.
The Finance Committee meets with management to review the financial policy
and procedures of the Company, including the Company's Financing Plan, Capital
and Investment Program, and Dividend Policy. The committee advises the Board
on the Company's financial condition and makes recommendations concerning the
dividend policy and payments of the Company. The committee, which consists of
six non-employee Directors, met three times in 1999.
The Governance and Nominating Committee, advises and makes
recommendations to the Board on all matters concerning directorship and
corporate governance practices, including compensation of Directors and the
selection of candidates as nominees for election as Directors, and it
provides guidance with respect to matters of public policy. The committee,
which consists of four non-employee Directors and one employee Director, met
four times in 1999. The committee recommended this year's Director candidates
at the January 2000 Board Meeting.
In recommending AT&T Board candidates, this committee seeks individuals of
proven judgment and competence who
7
<PAGE>
are outstanding in their respective fields. The Committee considers such
factors as experience, education, employment history, special talents or
personal attributes, anticipated participation in AT&T Board activities, and
geographic and other diversity factors. Shareholders who wish to recommend
qualified candidates should write to: Vice President - Law and Secretary,
AT&T Corp., 32 Avenue of the Americas, New York, New York 10013-2412, stating
in detail the qualifications of such persons for consideration by the
committee.
Upon the effective date of an initial public offering of the AT&T
Wireless Group tracking stock, we intend to form a separate capital stock
committee for that Group.
COMPENSATION OF DIRECTORS
ELECTION OF DIRECTORS (ITEM 1 ON PROXY CARD)
The Proxy Committee intends to vote for the election of the thirteen
nominees listed on the following pages unless otherwise instructed by the
shareholders on the proxy card or by telephone or Internet voting. These
nominees have been selected by the Board on the recommendation of the
Governance and Nominating Committee. If you do not wish your shares to be
voted for particular nominees, please identify the exceptions in the
designated space provided on the proxy card or, if you are voting by
telephone or the Internet, follow the system instructions. Directors will be
elected by a plurality of the votes cast. Any shares not voted (by
abstention, broker non-vote, or otherwise) have no impact on the vote.
If at the time of the meeting one or more of the nominees have become
unavailable to serve, shares represented by proxies will be voted for the
remaining nominees and for any substitute nominee or nominees designated by the
Governance and Nominating Committee or, if none, the size of the Board will be
reduced. The Governance and Nominating Committee knows of no reason why any of
the nominees will be unavailable or unable to serve.
Directors elected at the meeting will hold office until the next annual
meeting or until their successors have been elected and qualified. For each
nominee there follows a brief listing of principal occupation for at least the
past five years, other major affiliations, and age as of March 27, 2000.
Under the MediaOne merger agreement, we will invite one of their directors
to join the AT&T Board upon completion of the merger.
8
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
STOCK OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth information concerning the beneficial
ownership of AT&T Common Stock, Liberty Media Group Class A Tracking Stock
("Class A Liberty Stock"), and Liberty Media Group Class B Tracking Stock
("Class B Liberty Stock") as of January 1, 2000 for (a) each current Director
elected to the Board in 1999; (b) each of the officers named in the Summary
Compensation Table herein ("Named Officers") not listed as a Director; and
(c) Directors and executive officers as a group. Except as otherwise noted, the
nominee or family members had sole voting and investment power with respect to
such securities.
<TABLE>
<CAPTION>
PERCENT
TITLE OF BENEFICIALLY DEFERRAL OF
NAME STOCK CLASS OWNED PLANS(1) TOTAL CLASS
---- -------------------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C>
(a)
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
PERCENT
TITLE OF BENEFICIALLY DEFERRAL OF
NAME STOCK CLASS OWNED PLANS(1) TOTAL CLASS
---- -------------------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
PERCENT
TITLE OF BENEFICIALLY DEFERRAL OF
NAME STOCK CLASS OWNED PLANS(1) TOTAL CLASS
---- -------------------- ------------ -------- ---------- --------
<S> <C> <C> <C> <C> <C>
(b)
(c)
Directors and Executive
Officers as a
group................
</TABLE>
FOOTNOTES
10
<PAGE>
OWNERSHIP OF VOTING SECURITIES IN EXCESS OF FIVE PERCENT BY BENEFICIAL OWNERS
<TABLE>
<CAPTION>
NAME AND ADDRESS TITLE OF STOCK NUMBER OF PERCENT OF
OF BENEFICIAL OWNER CLASS SHARES CLASS
------------------- -------------- --------- ----------
<S> <C> <C> <C>
</TABLE>
FOOTNOTES
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
11
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
(ITEM 2 ON PROXY CARD)
Subject to shareholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has reappointed the firm of
PricewaterhouseCoopers LLP ("PwC") as the independent auditors to examine the
Company's financial statements for the year 2000. PwC has audited the Company's
books for many years. YOUR DIRECTORS RECOMMEND THAT SHAREHOLDERS VOTE FOR SUCH
RATIFICATION. Ratification of the appointment of auditors requires a majority of
the votes cast. Any shares not voted (by abstention, broker non-vote, or
otherwise) have no impact on the vote. If the shareholders do not ratify this
appointment, other independent auditors will be considered by the Board upon
recommendation of the Audit Committee.
Representatives of PwC are expected to attend the annual meeting and will
have the opportunity to make a statement if they desire and to respond to
appropriate questions.
For the year 1999, PwC also examined the financial statements of the
Company's subsidiaries and provided other audit services to the Company and
subsidiaries in connection with SEC filings, review of financial statements, and
audits of pension plans.
DIRECTORS' PROPOSAL TO APPROVE AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF
LIBERTY MEDIA GROUP CLASS A AND CLASS B TRACKING STOCK
(ITEM 3 ON PROXY CARD)
The Board of Directors recommends an amendment of the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
Class A Liberty Stock, from 2.5 billion to 4 billion, and to increase the
number of authorized shares of Class B Liberty Stock, from 250 million to 400
million. On January 1, 2000, 1,156,778,730 shares of
12
<PAGE>
Class A Liberty Stock and 108,421,114 shares of Class B Liberty Stock were
issued and outstanding.
The Board of Directors believes that the proposed increases are desirable to
make available additional shares for possible future stock splits, stock
dividends, employee benefit plan issuances, equity financings, acquisitions, and
other corporate purposes relating to the Liberty Media Group without the expense
and delay of a special shareholders' meeting.
The Company is not aware of any specific transaction or plan that would
require an increase in the number of authorized shares of Class A Liberty
Stock or Class B Liberty Stock (together "Liberty Stock"). Authorized but
unissued shares of Liberty Stock may be issued at such times, for such
purposes, and for such consideration as the Board of Directors may determine,
without the requirement of further action by shareholders, except as
otherwise required by applicable corporate law or stock exchange policies or
by the Company's Restated Certificate of Incorporation or By-Laws. The
Company's Restated Certificate of Incorporation limits the circumstances in
which Class B Liberty Stock may be issued. Under the Inter-Group Agreement
between members of the Liberty Media Group, on the one hand, and the Company,
on the other, the Company is required to contribute to a member of the
Liberty Media Group the net proceeds of (i) any issuance of shares of Liberty
Stock (or securities convertible into, or exercisable or exchangeable for,
shares of Liberty Stock) and (ii) any sale of Liberty Stock (or such other
securities) that were acquired using cash or assets that are attributable to
the Liberty Media Group.
The proposed amendment would not affect the authorized number of shares of
AT&T Common Stock, AT&T Wireless Group tracking stock, and AT&T Preferred Stock.
The adoption of the proposed amendment of the Restated Certificate of
Incorporation to increase the number of authorized shares of Class A Liberty
Stock from 2.5 billion to 4 billion shares, and to increase the number of
authorized shares of Class B Liberty Stock from 250 million to 400 million
shares will require the affirmative vote of
13
<PAGE>
both (a) a majority of the combined voting power of the holders of AT&T
Common Stock, Class A Liberty Stock, and Class B Liberty Stock, voting as a
single class, and (b) a majority of the combined voting power of Class A
Liberty Stock and Class B Liberty Stock, voting separately as a single class
(without any vote of the holders of AT&T Common Stock). Any shares not voted
(whether by abstention, broker non-vote, or otherwise) have the effect of a
negative vote. YOUR DIRECTORS RECOMMEND A VOTE FOR THE ADOPTION OF THE
PROPOSED AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION.
SHAREHOLDER PROPOSALS
ADVANCE NOTICE PROCEDURES
Under the Company's By-Laws, no business may be brought before an annual
meeting except as specified in the notice of the meeting (which includes
shareholder proposals that the Company is required to set forth in its proxy
statement under SEC Rule 14a-8) or as otherwise brought before the meeting by or
at the direction of the Board or by a shareholder entitled to vote who has
delivered notice to the Company (containing certain information specified in the
By-Laws) not less than 90 or more than 120 days prior to the first anniversary
of the preceding year's annual meeting. These requirements are separate and
apart from and in addition to the SEC's requirements that a shareholder must
meet to have a shareholder proposal included in the Company's proxy statement
under SEC Rule 14a-8.
A copy of the full text of the By-Law provisions discussed above may be
obtained by writing to AT&T's Office of the Corporate Secretary.
SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals intended for inclusion in next year's proxy statement should be
sent to: Vice President - Law and Secretary, AT&T Corp., 32 Avenue of the
Americas, New York, New York 10013-2412, and must be received by November 25,
2000.
14
<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETING
In addition to the matters described above, there will be an address by the
Chairman of the Board and a general discussion period during which shareholders
will have an opportunity to ask questions about the business. In the event that
any matter not described herein may properly come before the meeting, or any
adjournment thereof, the Proxy Committee will vote the shares represented by it
in accordance with its best judgment. At the time this proxy statement went to
press, the Company knew of no other matters that might be presented for
shareholder action at the meeting.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
CEO COMPENSATION
THE COMPENSATION AND EMPLOYEE
BENEFITS COMMITTEE
Thomas H. Wyman, Chairman
Kenneth T. Derr
George M.C. Fisher
Donald F. McHenry
Michael I. Sovern
15
<PAGE>
FIVE-YEAR PERFORMANCE COMPARISON
[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
<TABLE>
<CAPTION>
DOLLARS AT&T S&P 500 NEW PEER GROUP OLD PEER GROUP
<S> <C> <C> <C> <C>
1994
1995
1996
1997
1998
1999
</TABLE>
16
<PAGE>
EXPLANATION
FOOTNOTES
17
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
ANNUAL COMPENSATION(2) LONG-TERM COMPENSATION(2)
---------------------- --------------------------
AWARDS(4) PAYOUTS
OTHER ------------------------- ----------
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK LTIP COMPEN-
NAMED OFFICERS AND SATION(3) AWARD(S)(5) OPTIONS/ PAYOUTS(6) SATION(7)
PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) ($) ($) SARS(#) ($) ($)
- --------------------- ---- --------- -------- --------- ----------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
FOOTNOTES
18
<PAGE>
AGGREGATED OPTION/STOCK APPRECIATION RIGHTS
("SAR") EXERCISES IN 1999 AND YEAR-END VALUES(1)
<TABLE>
<CAPTION>
NUMBER OF $ VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
NUMBER OF AT YEAR END AT YEAR END
SHARES ------------- -------------
ACQUIRED $ VALUE EXERCISABLE/ EXERCISABLE/
NAME(2) ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ----------------------- ----------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
</TABLE>
FOOTNOTES
19
<PAGE>
LONG-TERM INCENTIVE PLANS-AWARDS IN 1999(1)
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE NON-STOCK PRICE-BASED PLANS
NUMBER OF PERIOD UNTIL ------------------------------------
PERFORMANCES MATURATION THRESHOLD TARGET MAXIMUM
NAME(2) SHARES OR PAYOUT (#) (#)(3) (#)
- ---------------------- ------------- ---------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
</TABLE>
FOOTNOTES
20
<PAGE>
OPTION/SAR GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
---------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS EXERCISE GRANT
UNDERLYING GRANTED TO OR DATE
OPTIONS/ EMPLOYEES BASE PRESENT
SARS IN PRICE EXPIRATION VALUE(7)
NAME(2) GRANTED(3) FISCAL YEAR ($/SH) DATE ($)
- ------------------------- ------------- ----------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
</TABLE>
FOOTNOTES
21
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
PENSION PLANS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
<PAGE>
OTHER INFORMATION
A DIRECTORS' AND OFFICERS' LIABILITY POLICY WAS PLACED, EFFECTIVE JULY 1,
1997, WITH LLOYDS OF LONDON AND OTHER CARRIERS. THE POLICY INSURES AT&T FOR
CERTAIN OBLIGATIONS INCURRED IN THE INDEMNIFICATION OF ITS DIRECTORS AND
OFFICERS UNDER NEW YORK LAW OR UNDER CONTRACT, AND INSURES DIRECTORS AND
OFFICERS WHEN SUCH INDEMNIFICATION IS NOT PROVIDED BY AT&T. THE POLICY PREMIUM
FROM JULY 1, 1999 THROUGH JULY 1, 2000 IS $1,244,018. THIS INCLUDES COVERAGE FOR
NEWLY ACQUIRED COMPANIES IN 1999.
The cost of soliciting proxies in the accompanying form will be borne by the
Company. In addition to solicitations by mail, a number of regular employees of
the Company and of its subsidiaries may solicit proxies in person or by
telephone. The Company also has retained Morrow & Co. to aid in the solicitation
of proxies, at an estimated cost of $35,000 plus reimbursement of reasonable
out-of-pocket expenses.
The above notice and proxy statement are sent by order of the Board of
Directors.
Marilyn J. Wasser
Vice President - Law and Secretary
Dated: March 27, 2000
23
<PAGE>
[LOGO]
32 Avenue of the Americas
New York, NY 10013-2412
<TABLE>
<S> <C> <C>
Recycled
Paper ATT-PS-2000
</TABLE>
<PAGE>
AT&T Corp.
32 Avenue of the Americas, New York, NY 10013-2412
This proxy is solicited on behalf of
the Board of Directors for the Annual Meeting on May 24, 2000
The undersigned hereby appoints and each
of them, proxies, with the powers the undersigned would possess if personally
present, and with full power of substitution, to vote all shares of the
undersigned in AT&T Corp. at the annual meeting of shareholders to be held at
the Arie Crown Theater (Lakeside Center at McCormick Place) Chicago, Illinois,
at 9:30 a.m. on May 24, 2000, and at any adjournment thereof, upon all subjects
that may properly come before the meeting, including the matters described in
the proxy statement furnished with the proxy card, subject to any directions
indicated on the other side of the proxy card. IF NO DIRECTIONS ARE GIVEN, THE
PROXIES WILL VOTE FOR THE ELECTION OF ALL LISTED NOMINEES AND IN ACCORD WITH THE
DIRECTORS' RECOMMENDATIONS ON THE OTHER SUBJECTS LISTED ON THE OTHER SIDE OF THE
PROXY CARD. IN THE EVENT THAN ANY OTHER MATTER MAY PROPERLY COME BEFORE THE
MEETING, OR ANY ADJOURNMENT THEREOF, THE PROXY COMMITTEE IS AUTHORIZED, AT THEIR
DISCRETION, TO VOTE THE MATTER.
This card also provides voting instructions for shares held in the dividend
reinvestment plan and, if registrations are identical, shares held in the
various employee stock purchase and savings plans as described in the proxy
statement. Your vote for the election of Directors may be indicated on the other
side. Nominees are:
PLEASE SIGN ON THE OTHER SIDE AND RETURN PROMPTLY TO AT&T CORP., C/O PROXY
SERVICES, P.O. BOX 9390, BOSTON, MA 02205-9968. IF YOU DO NOT SIGN AND RETURN A
PROXY CARD, VOTE BY TELEPHONE OR INTERNET, OR ATTEND THE ANNUAL MEETING AND VOTE
BY BALLOT, YOUR SHARES CANNOT BE VOTED.
Comments:
<PAGE>
Please mark votes as in this example.
Your Directors recommend a vote "FOR" items 1, 2, and 3
For ALL WITHHELD
nominees FROM ALL
nominees
1. Election of
Directors
( ) ( )
FOR ALL EXCEPT the following nominee(s):
FOR AGAINST ABSTAIN
2. Ratification
of Auditors
( ) ( ) ( )
FOR AGAINST ABSTAIN
3. Increase
Number of
Shares
( ) ( ) ( )
Signature(s) Date , 2000
Please sign this proxy as name(s) appears above and return it promptly whether
or not you plan to attend the annual meeting. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the capacity in which
you are signing. If you do attend the annual meeting and decide to vote by
ballot, such vote will supersede this proxy.
