<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
AT&T CORP.
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(Name of Issuer)
WIRELESS GROUP COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
001957406
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(CUSIP Number)
Kiyoyuki Tsujimura
Managing Director-Global Business Department
NTT DoCoMo, Inc.
Sanno Park Tower
11-1, Nagata-cho 2-chome Chiyoda-ku
Tokyo 100-6150 Japan
011-81-3-5563-2200
with a copy to:
Alison S. Ressler
Sullivan & Cromwell
1888 Century Park East
Los Angeles, CA 90067
(310) 712-6600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 27, 2000
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(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP NO. 001957406 PAGE 1 OF ___ PAGES
------------------- ----------------------
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NTT DOCOMO, INC. - Not Applicable.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
Not Applicable (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 448,004,162
EACH -----------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10. SHARED DISPOSITIVE POWER
448,004,162
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,004,162
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4% (represents approximately a 17.4% economic interest in Wireless
Group; see Item 5).
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
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CUSIP NO. 001957406 PAGE 1 OF ___ PAGES
------------------- ----------------------
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nippon Telegraph and Telephone Corporation - Not Applicable.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 448,004,162
EACH -----------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10. SHARED DISPOSITIVE POWER
448,004,162
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,004,162
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4% (Represents approximately a 17.4% interest in the Wireless Group)
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14. TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
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CUSIP NO. 001957406 PAGE 1 OF ___ PAGES
------------------- ----------------------
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DCM Capital USA (UK) Limited - Not Applicable.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 448,004,162
EACH -----------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------
10. SHARED DISPOSITIVE POWER
448,004,162
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,004,162
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable [ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.4% (Represents approximately a 17.4% interest in the Wireless Group)
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
ITEM 1 Security and Issuer.
This statement on Schedule 13D relates to the Wireless Group Common
Stock, par value $1.00 per share (the "Wireless Group Common Stock"), of AT&T
Corp., a New York Corporation ("AT&T" or the "Issuer"). The principal executive
offices of AT&T are located at 32 Avenue of the Americas, New York, New York
10013-2412.
ITEM 2 Identity and Background.
This statement is filed by Nippon Telegraph and Telephone Corporation,
a corporation organized under the laws of Japan ("NTT") on its own behalf and on
behalf of NTT DoCoMo, Inc., a corporation organized under the laws of Japan
("DoCoMo") and DCM Capital USA (UK) Limited, a company organized under the laws
of England and Wales ("DCM Capital") (collectively the "Reporting Entities"),
with respect to shares issuable to DCM Capital upon conversion of securities to
be purchased by DCM Capital from AT&T and upon exercise of warrants and
conversion of the securities issued upon exercise thereof, in each case as
described in Item 5. NTT owns approximately 67% of the outstanding voting
securities of DoCoMo and DoCoMo owns 100% of the outstanding voting securities
of DCM Capital.
The principal business of DoCoMo consists of providing wireless
telecommunications services to subscribers located primarily in Japan. The
name, citizenship, principal occupation and business address of each executive
officer and director of DoCoMo as of the date of this statement are set forth on
Schedule I hereto, which is incorporated by reference herein. DoCoMo's
principal executive offices are located at DoCoMo, Inc., Sanno Park Tower, 11-1,
Nagata-cho 2-chome, Chiyoda-ku, Tokyo 100-6150, Japan.
The principal business of NTT covers regional, long-distance and
international communications services, mobile communication services, and data
communication services. The name, citizenship, principal occupation and
business address of each executive officer and director of NTT as of the date of
this statement, which is incorporated herein by reference are set forth on
Schedule II hereto. NTT's principal executive offices are located at Nippon
Telegraph and Telephone Corporation, 3-1 Otemachi 2-chome, Chiyoda-ku Tokyo 100-
8116, Japan.
<PAGE>
The principal business of DCM Capital includes making, owning and
holding strategic investments. The name, citizenship, principal occupation and
business address of each executive officer and director of DCM Capital as of the
date of this statement are set forth on Schedule III hereto, which is
incorporated by reference herein. DCM Capital's principal executive offices are
located at Sanno Park Tower, 11-1, Nagata-cho 2-chome, Chiyoda-ku, Tokyo 100-
6150, Japan.
NTT owns approximately 67% of the outstanding voting securities of
DoCoMo and may, pursuant to Rule 13-d(3) promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 13d-3"), be deemed to control the voting
and disposition of the Wireless Group Common Stock beneficially owned by DoCoMo.
However, the filing of this statement shall in no way be construed as an
admission that NTT is, for the purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of the Wireless Group Common Stock.
DoCoMo owns 100% of the outstanding voting securities of DCM Capital
which DoCoMo intends to use as the investment vehicle to hold the New Tracking
Stock (as defined in Item 3, below) and the shares of Wireless Group Common
Stock issuable on conversion thereof.
During the past five years, none of NTT, DoCoMo, DCM Capital, or, to
the knowledge of each of the Reporting Entities, any of the persons listed on
Schedule I, Schedule II or Schedule III, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
ITEM 3 Source and Amount of Funds or Other Consideration.
DoCoMo has agreed to acquire shares of a new series of wireless group
preferred tracking stock (the "New Tracking Stock") from AT&T which are
convertible into shares of Wireless Group Common Stock and to acquire warrants
(the "Warrants") to acquire additional shares of New Tracking Stock that are
also convertible into shares of Wireless Group Common Stock. DoCoMo currently
plans to assign this right to DCM Capital. The New Tracking Stock is designed to
track the performance of the AT&T Wireless Group (as defined in the AT&T
certificate of incorporation).
<PAGE>
As of the date hereof, DoCoMo contemplates that the funds to be used
to consummate the purchase of the New Tracking Stock and Warrants shall come
from a short-term loan of 1.2 trillion yen from various lenders. The aggregate
purchase price payable by DoCoMo for the New Tracking Stock and Warrants (in
each case as described in Items 5 and 6 below) is $9,811,079,720.
ITEM 4 Purpose of the Transaction.
DoCoMo has agreed to acquire the New Tracking Stock and Warrants for
the purpose of investment and for the purpose of establishing a strategic
alliance with AT&T's Wireless Group with respect to mobile multimedia
technology. Neither NTT, DoCoMo nor DCM Capital has any present plans or
proposals which relate to or would result in any transaction, event or action
enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D.
Each of NTT, DoCoMo and DCM Capital, however, expects to evaluate on an ongoing
basis AT&T's financial condition, business, operations and prospects, the market
price of AT&T's stock, conditions in the securities markets generally, general
economic and industry conditions and other factors. Accordingly, each of NTT,
DoCoMo and DCM Capital reserves the right to change its plans and intentions at
any time, as it deems appropriate, subject to relevant legal restrictions and
certain contractual restrictions described in Item 6 below. Item 6 also
describes the reporting persons' plans or proposals which relate to or would
result in any change in the present board of directors or management of the
Issuer and is incorporated herein by reference.
ITEM 5. Interest in Securities of the Issuer.
(a) As of the date hereof, by virtue of the Securities Purchase
Agreement with AT&T described in Item 6 below, DoCoMo directly beneficially owns
812,511.778 shares of New Tracking Stock (convertible into 406,255,889 shares of
Wireless Group Common Stock) and warrants to acquire an additional 83,496.546
shares of New Tracking Stock (convertible into 41,748,273 shares of Wireless
Group Common Stock) for a total direct beneficial ownership of 896,008.324
shares of New Tracking Stock (convertible into a total of 448,004,162 shares of
Wireless Group Common Stock). The shares of New Tracking Stock to be issued to
DoCoMo (not including those issuable upon exercise of the Warrants) are
convertible into approximately 53.0% of the shares of Wireless Group Common
Stock outstanding or approximately 55.4% (including the shares issuable on
conversion of the New tracking Stock acquirable on exercise of the Warrants),
based on 360,971,000 shares of Wireless Group Common Stock outstanding as of
October 31, 2000 as set forth in AT&T's quarterly report on Form 10-Q for the
quarter ended September 30, 2000. The New Tracking Stock and the Warrants
together represent approximately 17.4% of the economic interests in the Wireless
Group of AT&T. The remainder of the economic interests in the Wireless Group
are held by AT&T (approximately 68.6%) and the holders of Wireless Group Common
Stock (approximately 14.0%).
<PAGE>
As of the date hereof, NTT indirectly beneficially owns (by virtue of
NTT's approximate 67% ownership of DoCoMo) 812,511.778 shares of New Tracking
Stock (convertible into 406,255,889 shares of Wireless Group Common Stock) and
Warrants to acquire an additional 83,496.546 shares of New Tracking Stock
(convertible into 41,748,273 shares of Wireless Group Common Stock) for a total
indirect beneficial ownership of 896,008.324 shares of New Tracking Stock
(convertible into a total of 448,004,162 shares of Wireless Group Common Stock).
The shares of New Tracking Stock to be issued to DoCoMo (not including those
issuable upon exercise of the Warrants) are convertible into approximately 53.0%
of the shares of Wireless Group Common Stock outstanding or approximately 55.4%
(including the shares issuable on conversion of the New tracking Stock acquired
on exercise of the Warrants), based on 360,971,000 shares of Wireless Group
Common Stock outstanding as of October 31, 2000 as set forth in AT&T's quarterly
report on Form 10-Q for the quarter ended September 30, 2000. The New Tracking
Stock and the Warrants together constitute an interest of approximately 17.4% in
the Wireless Group of AT&T. The remainder of the economic interests in the
Wireless Group are held by AT&T (approximately 68.6%) and the holders of
Wireless Group Common Stock (approximately 14.0%).
As of the date hereof, DCM Capital may directly beneficially own (by
virtue of DoCoMo's intention to use DCM Capital as the vehicle to hold the AT&T
New Tracking Stock) 812,511.778 shares of New Tracking Stock (convertible into
406,255,889 shares of Wireless Group Common Stock) and Warrants to acquire an
additional 83,496.546 shares of New Tracking Stock (convertible into 41,748,273
shares of Wireless Group Common Stock) for a total beneficial ownership of
896,008.324 shares of New Tracking Stock (convertible into a total of
448,004,162 shares of Wireless Group Common Stock). The shares of New Tracking
Stock (not including those issuable upon exercise of the Warrants) are
convertible into approximately 53.0% of the shares of Wireless Group Common
Stock outstanding or approximately 55.4% (including the shares issuable on
conversion of the New tracking Stock acquired on exercise of the Warrants),
based on 360,971,000 shares of Wireless Group Common Stock outstanding as of
October 31, 2000 as set forth in AT&T's quarterly report on Form 10-Q for the
quarter ended September 30, 2000. The New Tracking Stock and the Warrants
together constitute an interest of approximately 17.4% in the Wireless Group of
AT&T. The remainder of the economic interests in the Wireless Group are held by
AT&T (approximately 68.6%) and the holders of Wireless Group Common Stock
(approximately 14.0%).
(b) Each of NTT, DoCoMo and DCM Captial shares the power to vote and
dispose or direct the disposition of shares of Wireless Group Common Stock as
indicated in pages 1 and 2 above.
<PAGE>
(c) Other than as disclosed herein, neither NTT, DoCoMo nor DCM
Capital has made any purchases of Wireless Group Common Stock in the last 60
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On November 30, 2000, DoCoMo, AT&T Wireless Services, Inc., a wholly-owned
subsidiary of AT&T ("AT&T Wireless"), and AT&T entered into a letter agreement
with attached term sheet and annexes thereto (collectively, the "Letter
Agreement") providing for the acquisition by DoCoMo of (1) shares of a new
series of preferred stock of AT&T, the New Tracking Stock, which is designed to
track the performance of AT&T's Wireless Group and is convertible into shares of
AT&T's Wireless Group Common Stock and (2) Warrants to acquire additional shares
of New Tracking Stock. On December 20, 2000, DoCoMo, AT&T Wireless and AT&T
entered into a Securities Purchase Agreement, an Investor Agreement and a
Warrant Agreement that superseded the Letter Agreement in its entirety. The
number of shares of New Tracking Stock to be issued to DoCoMo pursuant to the
Securities Purchase Agreement and issuable upon exercise of the Warrants is as
set forth in Item 5. The shares of Wireless Group Common Stock issuable upon
conversion of the shares of New Tracking Stock to be issued to DoCoMo constitute
approximately 55.4% of the Wireless Group Common Stock outstanding, representing
approximately a 17.4% interest in the Wireless Group.
The Investor Agreement also provides for a strategic alliance between
DoCoMo and AT&T Wireless involving the formation by AT&T Wireless of a
subsidiary that will serve as a vehicle for the parties to cooperate in
operational and technological matters affecting the delivery of mobile
multimedia services as well as the development and delivery of mobile multimedia
content and applications in North America.
Assignment. Under the Securities Purchase Agreement, the Investor
Agreement and the Warrant Agreement, DoCoMo has the right to assign its interest
in such agreements to a wholly-owned subsidiary of DoCoMo, provided that such
subsidiary assumes DoCoMo's obligations under those agreements. DoCoMo currently
expects to assign its rights under those agreements to DCM Capital.
<PAGE>
Use of Proceeds. The Securities Purchase Agreement provides that
$6,159,464,289 of the proceeds from the investment will be contributed to AT&T
Wireless simultaneously with the closing of the investment and $3,651,615,431
will be retained by AT&T Corp.
Directors and Officers. Prior to the date of the spin-off of AT&T's
Wireless Group (the "Spin-off"), DoCoMo is entitled to designate one director to
the AT&T Board of Directors and one member of the AT&T Capital Stock Committee.
DoCoMo also has the right to appoint at least two and no more than five DoCoMo
employees as employees of AT&T Wireless. These employees will have the titles of
"Manager-Finance" and/or "Director of Technology," or such other titles as
DoCoMo and AT&T Wireless shall agree. DoCoMo will lose these management
positions in the event DoCoMo's share of the Wireless Group falls below 10% for
a period of 60 days or more. However, so long as DoCoMo retains at least 10/16
of its original investment, DoCoMo will not lose these positions unless its
share of the Wireless Group falls below 8% for a period of 60 days or more. In
addition, DoCoMo will be entitled to select one senior executive of DoCoMo to
serve on the Senior Leadership Team of AT&T Wireless to participate in meetings
in which principal decisions relating to AT&T Wireless are discussed.
Voting Rights. Pursuant to a Certificate of Amendment attached as an
exhibit to the Securities Purchase Agreement and that sets forth the terms of
the New Tracking Stock, each share of New Tracking Stock will be entitled to a
number of votes per share equal to the number of votes to which the Wireless
Group Common Stock into which such share of New Tracking Stock is then
convertible is entitled.
Voting Agreements. Pursuant to the Investor Agreement, DoCoMo agrees
to vote its shares with respect to the election of directors to the AT&T Board
either (1) in favor of the slate of directors nominated by the Board of
Directors or (2) for, against, or abstaining with respect to each nominee for
director in the same proportion as the votes of all stockholders other than
DoCoMo and its affiliates.
Standstill Provisions. For a period of two years from the
consummation of the Spin-off, DoCoMo may not, subject to certain exceptions, (1)
acquire directly or indirectly beneficial ownership of any additional voting
securities or assets of AT&T, (2) enter into or publicly propose to enter into
any merger or other business combination or change of control involving AT&T or
its subsidiaries, (3) make or participate in any solicitation of proxies to
vote, or seek to advise or influence any person with respect to the voting of
securities of AT&T, (4) call a meeting of the shareholders of AT&T or initiate
any shareholder proposal, (5) contest the standstill described herein or seek a
release from such standstill in a way that would lead to public disclosure
thereof, (6) form, join or participate in a "group" within the meaning of Rule
13(d)(3) promulgated under the Securities Exchange Act, as amended, with respect
to any securities of AT&T, (7) seek any representation on the AT&T Board of
Directors other than as provided by the Investor Agreement, or seek the removal
of any directors from the AT&T Board of Directors or seek a change in the size
or composition of the AT&T Board of Directors, (8) enter into any discussions or
negotiations with respect to any of the foregoing, (9) disclose any intention,
plan or arrangement with respect to the foregoing, (10) take, solicit, propose
or agree with any other person to take any actions designed to affect or change
the control of the Board of Directors, senior executive management or voting
equity of AT&T or (11) advise, assist or encourage any other person in
connection with any of the foregoing.
<PAGE>
Preemptive Rights. Subject to certain limitations, DoCoMo shall have
the right to participate in any new equity issuances by AT&T to maintain
DoCoMo's proportionate interest in AT&T's Wireless Group. In the event DoCoMo's
interest in the Wireless Group falls below 10% for a period of 60 days or more,
DoCoMo would lose this preemptive right. However, if DoCoMo retains at least
10/16 of its original investment, DoCoMo will not lose its preemptive rights
unless its ownership drops below 8% for a period of 60 days.
Spin-off Related Put Right. Subject to certain limitations, if AT&T
has not consummated the Spin-off by January 1, 2002 (or by March 15, 2002,
provided AT&T has not received a satisfactory tax ruling on the Spin-off but is
actively seeking such ruling), DoCoMo will have the option to require AT&T to
repurchase from DoCoMo the New Tracking Stock and Warrants. The repurchase
price will be equal to DoCoMo's original purchase price of the New Tracking
Stock and Warrants, plus interest thereon from the initial issuance date to the
date of redemption at a rate per annum that will vary based on the time period
from closing to the redemption (the "Cost of Carry").
Technology Default Obligation. Under the Investor Agreement, AT&T has
agreed to launch service based on W-CDMA technology in 13 of the 50 top wireless
markets in the United States by June 30, 2004. Subject to certain limitations,
in the event AT&T fails to meet this technology commitment, except for causes
beyond AT&T's control, or if AT&T's Board of Directors should approve a change
to an alternative third-generation technology, DoCoMo will have the right to
cause AT&T to repurchase the New Tracking Stock and Warrants. The repurchase
price will equal the original purchase price plus DoCoMo's Cost of Carry thereon
from initial issuance to the repurchase date. AT&T has the right, as an
alternative to the repurchase, to cause DoCoMo to sell its shares of New
Tracking Stock in the market (pursuant to a registered offering), provided that
AT&T will reimburse DoCoMo for any amount by which the proceeds in such public
sale are less than the otherwise applicable repurchase price.
Redemption. Under the terms of the New Tracking Stock, AT&T has the
right to redeem the New Tracking Stock under certain circumstances. First, AT&T
may redeem the New Tracking Stock, in the event of a "tax event" with respect
<PAGE>
to the Wireless Group Common Stock that would have similar consequences with
respect to the New Tracking Stock. Generally, a tax event with respect to the
Wireless Group Common Stock means the receipt by AT&T of an opinion of counsel
that there is a substantial likelihood that changes in the tax laws would (i)
cause the issuance of Wireless Group Common Stock to be treated as a sale or
other disposition, (ii) cause the Wireless Group Common Stock to be treated as
other than capital stock under the tax laws or (iii) subject AT&T, its
subsidiaries or the shareholders or AT&T or AT&T Wireless to adverse tax
consequences by virtue of the Wireless Group Common Stock. Second, AT&T may
redeem the New Tracking Stock in the event AT&T shall not have completed the
Spin-off by April 26, 2002, shall have abandoned the Spin-off and shall have no
intention to complete the Spin-off. In each case, the right of redemption is
subject to the redemption of all outstanding shares of Wireless Group Common
Stock. The redemption price payable to DoCoMo is DoCoMo's original purchase
price of the New Tracking Stock and Warrants, plus Cost of Carry thereon from
the initial issuance date to the date annual rate of redemption, plus interest
thereon at a 3% for the period from initial issuance to redemption.
Veto Rights. Under the Investor Agreement, subject to certain
limitations, AT&T will not take any of the following actions without the consent
of DoCoMo: (1) a sale of substantially all the assets of the Wireless Group, (2)
a merger, consolidation or other business combination involving all or
substantially all of the business of the Wireless Group, (3) certain
acquisitions of businesses or assets to be contributed to AT&T Wireless for
aggregate consideration in excess of $17 billion, (4) issuances of economic
interests representing in excess of 15% of the economic interests in the
Wireless Group, subject to certain exceptions,(5) payment of cash dividends on
or repurchases of Wireless Group Common Stock and (6) certain (A) amendments to
the certificate of incorporation or by-laws of AT&T to the extent such
amendments would have an adverse effect on the New Tracking Stock, (B) changes
to the draft separation and distribution agreements prepared in connection with
the Spin-off that would have a material adverse effect on the Wireless Group and
(C) material new agreements between AT&T or its subsidiaries on the one hand and
the Wireless Group and its subsidiaries on the other hand.
<PAGE>
Liquidation. Under the terms of the New Tracking Stock, the New
Tracking Stock will be entitled to an aggregate liquidation preference of $3.65
billion in the event of an involuntary liquidation, dissolution or winding up of
AT&T. In the event of a voluntary liquidation, dissolution or winding up of
AT&T, the New Tracking Stock would convert into Wireless Group Common Stock
immediately prior to such liquidation, dissolution or winding up.
Registration Rights. Under the Investor Agreement, DoCoMo is entitled
to piggy-back registration rights and up to six registration demands, provided
the aggregate value of each such demand is greater than $500 million. However,
DoCoMo may not exercise more than one demand in any one 7 1/2 month period. In
addition, DoCoMo may exercise its registration rights only if DoCoMo owns at the
relevant time at least $1 billion of securities or 2% of the economic interests
in the Wireless Group.
The foregoing descriptions of the Securities Purchase Agreement, the
Investor Agreement and the Warrant Agreement are subject to, and qualified in
their entirety by reference to, such agreements, which are filed as exhibits
hereto and incorporated by reference in this Item 6.
Except as described in this statement, none of NTT, DoCoMo, DCM
Capital or, to the knowledge of NTT, DoCoMo or DCM Capital, any of the persons
listed on Schedules I, II or III hereto, is a party to any contract,
arrangement, understanding or relationship with respect to any securities of
AT&T.
<PAGE>
ITEM 7. Material to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<C> <S>
1 Joint Filing Agreement.
2 Securities Purchase Agreement, dated as of
December 20, 2000, by and among NTT DoCoMo,
Inc, AT&T Corp. and AT&T Wireless Services,
Inc., incorporated by reference to Exhibit
10.1 of the current report on Form 8-K filed
by AT&T Corp. on December 22, 2000.
3 Investor Agreement, dated as of December 20,
2000, by and among NTT DoCoMo, Inc., AT&T
Corp. and AT&T Wireless Services, Inc.,
incorporated by reference to Exhibit 10.2 of
the current report on Form 8-K filed by AT&T
Corp. on December 22, 2000.
4 Warrant Agreement, dated as of December 20,
2000, by and among NTT DoCoMo, Inc., AT&T
Corp. and AT&T Wireless Services, Inc.
incorporated by reference to Exhibit 10.3 of
the current report on Form 8-K filed by AT&T
Corp. on December 22, 2000.
*5 Summary of the terms of the Loan Commitment
Agreement, dated January 5, 2001, among NTT
DoCoMo, Inc. and various lenders. Pursuant
to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, certain confidential
portions of such summary are omitted and are
separately filed with the Securities and
Exchange Commission.
</TABLE>
* To be filed by amendment.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 2001
NTT DOCOMO, INC.
By: /s/ Yoshinori Uda
----------------------------------------
Name: Yoshinori Uda
Title: Senior Executive Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 2001
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
By: /s/ Kanji Koide
-----------------------------------
Name: Kanji Koide
Title: Senior Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 2001
DCM CAPITAL USA (UK) LIMITED
By: /s/ Masao Nakamura
---------------------------------------
Name: Masao Nakamura
Title: Chairman
<PAGE>
SCHEDULE I
Executive Officers and Directors of
NTT DoCoMo, Inc.
As of January 8, 2001
<TABLE>
<CAPTION>
----------------------------------------------------------------
Name Citizenship Present Principal
Occupation or Employment,
Including Name, Principal
Business and Address of
Each Corporation or
Organization(1)
----------------------------------------------------------------
<S> <C> <C>
Kouji Ohboshi Japan Chairman
----------------------------------------------------------------
Keiji Tachikawa Japan President and Chief
Executive Officer
----------------------------------------------------------------
Norioki Morinaga Japan Senior Executive Vice
President, Research and
Development Division
----------------------------------------------------------------
Ryuji Murase Japan Senior Executive Vice
President
----------------------------------------------------------------
Yoshinori Uda Japan Senior Executive Vice
President, Global
Business Division
----------------------------------------------------------------
Hideki Nomura Japan Executive Vice President,
Marketing Division and
IMT-2000 Marketing Office
----------------------------------------------------------------
Shiro Tsuda Japan Executive Vice President,
Network Division and IMT
2000 Net Work Office
----------------------------------------------------------------
Toyotaro Kato Japan Executive Vice President,
Corporate Marketing
Division
----------------------------------------------------------------
Shuichi Shindo Japan Executive Vice President,
General Manager of
Kanagawa Branch Yokohama
Media Tower, 4-3-3
Minato-mirai, Nishi-ku,
Yokohama-shi, Kanagawa
220-8536, Japan
----------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
----------------------------------------------------------------
<S> <C> <C>
Masao Nakamura Japan Executive Vice President,
Chief Financial Officer
----------------------------------------------------------------
Nobuharu Ono Japan Executive Vice President,
Mobile Multimedia
Division
----------------------------------------------------------------
Itsuki Tomioka Japan Executive Vice President,
General Affairs
Department and Corporate
Citizenship Office
----------------------------------------------------------------
Eisaku Sugiyama Japan Senior Vice President,
General Manager of
Customer Satisfaction
Department
----------------------------------------------------------------
Kazushige Sakoh Japan Senior Vice President,
General Manager of
Network Planning
Department
----------------------------------------------------------------
Kota Kinsoshita Japan Senior Vice President,
Research and Development
Division
----------------------------------------------------------------
Ken-ichi Aoki Japan Senior Vice President,
General Manager of Chiba
Branch7-7 Chiba-ko, Chuo-
ku Chiba-shi, Chiba 262-
0026, Japan
----------------------------------------------------------------
Kimio Tani Japan Senior Vice President,
General Manager of
Marketing Planning
Department
----------------------------------------------------------------
Hideaki Nakashima Japan Senior Vice President,
General Manager of
Examinations Office
----------------------------------------------------------------
Hideki Ishikawa Japan Senior Vice President,
General Manager of
Shinjuku Branch Shinjuku
NS Building, 2-4-1 Nishi-
Sinjuku, Shinjuku-ku,
Tokyo 163-0836 Japan
----------------------------------------------------------------
Hideaki Yumiba Japan Senior Vice President,
General Manager of Core
Network Development
Department - Yokosuka R&D
</TABLE>
<PAGE>
<TABLE>
----------------------------------------------------------------
<S> <C> <C>
Center, 3-5, Hikari no
oka, Yokosuka-shi
Kanagawa, 238-0000, Japan
----------------------------------------------------------------
Kunito Abe Japan Senior Vice President,
Generaal Manager of
Toranomon Branch
Shiroyama JT Mori
Building, 4-3-1,
Toranomon, Minato-ku,
Tokyo, 105-6017, Japan
----------------------------------------------------------------
Yoshihiro Yoshioka Japan Senior Vice President,
General Manager of
Service Operation and
Maintenance Department
----------------------------------------------------------------
Kunio Ishikawa Japan Senior Vice President,
General Manager of
Personnel Development
Department
----------------------------------------------------------------
Kunio Ushioda Japan Senior Vice President,
Corporate Marketing
Department
----------------------------------------------------------------
Masayuki Hirata Japan Senior Vice President,
General Manager of
Affiliated Company
Department
----------------------------------------------------------------
Noboru Inoue Japan Senior Vice President,
General Manager of Public
Relations Department
----------------------------------------------------------------
Kei-ichi Enoki Japan Senior Vice President,
General Manager of
Gateway Business
Department
----------------------------------------------------------------
Shigehiko Suzuki Japan Senior Vice President,
Department 3 NTT Corp.
3-1, Ootemachi 2-chome,
Chiyoda-ku, Tokyo 100-
8116, Japan
----------------------------------------------------------------
</TABLE>
(1) Unless otherwise indicated, the business address of each of the named
persons is Sanno Park Tower, 11-1, Nagata-cho 2-chome, Chiyoda-ku, Tokyo
100-6150.
<PAGE>
SCHEDULE II
Executive Officers and Directors of
Nippon Telegraph and Telephone Corporation
As of January 8, 2001
<TABLE>
<CAPTION>
---------------------------------------------------------------
Name Citizenship Present Principal
Occupation or Employment,
Including Name, Principal
Business and Address of
Each Corporation or
Organization(1)
---------------------------------------------------------------
<S> <C> <C>
Jun-ichiro Miyazu Japan President
---------------------------------------------------------------
Norio Wada Japan Senior Executive Vice
President
---------------------------------------------------------------
Yusuke Tachibana Japan Senior Executive Vice
President
---------------------------------------------------------------
Haruki Matsuno Japan Senior Executive Vice
President
---------------------------------------------------------------
Kanji Koide Japan Senior Vice President,
Department 1
---------------------------------------------------------------
Shigehiko Suzuki Japan Senior Vice President,
Department 2
---------------------------------------------------------------
Hiromi Wasai Japan Senior Vice President,
Information Sharing
Business Development
---------------------------------------------------------------
Toyohiko Takabe Japan Senior Vice President,
Department 5
---------------------------------------------------------------
Satoru Miyamura Japan Senior Vice President,
Department 4
---------------------------------------------------------------
Takashi Imai Japan Outside Director;
Chairman of Nippon Steel
Corporation, 6-3 Otemachi
2-chome, Chiyoda-ku,
Tokyo, Japan. The
principal business of
Nippon Steel Corporation
is the manufacturing of
steel and related
industries.
---------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
---------------------------------------------------------------
<S> <C> <C>
Yotaro Kobayashi Japan Outside Director;
Chairman of Fuji Xerox
Co., Ltd., 17-22 Akasaka
2-chome, Chiyoda-ku,
Tokyo, Japan. The
principal business of
Fuji Xerox Co., Ltd. is
the manufacture of
copying and printing
equipment.
---------------------------------------------------------------
</TABLE>
(1) Unless otherwise indicated, the business address of each of the named
persons is 3-1 Ootemachi 2-chome, Chiyoda-ku Tokyo 100-8116 Japan.
<PAGE>
SCHEDULE III
Executive Officers and Directors of
DCM Capital USA (UK) Limited
As of January 8, 2001
<TABLE>
<CAPTION>
------------------------------------------------------------
Name Citizenship Present Principal
Occupation or Employment,
Including Name, Principal
Business and Address of
Each Corporation or
Organization(1)
------------------------------------------------------------
<S> <C> <C>
Masao Nakamura Japan Chairman and Director;
Executive Vice President,
Chief Financial Officer
of NTT DoCoMo, Inc.
------------------------------------------------------------
Katsutaka Higa Japan Director; Treasurer of
NTT DoCoMo, Inc.
------------------------------------------------------------
Manabu Moriya Japan Secretary; General
Manager of NTT Capital
(U.K.) Limited 3rd Floor,
Devon House, 58-60 St.
Katharine's Way, London
E1 9LB, United Kingdom.
------------------------------------------------------------
</TABLE>
(1) Unless otherwise indicated, the business address of each of the named
persons is Sanno Park Tower, 11-1, Nagata-cho 2-chome, Chiyoda-ku, Tokyo
100-6150.
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Entities (as such term is defined in the Schedule 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Wireless Group Common Stock, par value
$1.00 per share, of AT&T Corp., and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned hereby executes this Agreement
this 5th day of January, 2001.
NTT DOCOMO, INC.
By: /s/ Yoshinori Uda
------------------------------------
Name: Yoshinori Uda
Title: Senior Executive Vice President
<PAGE>
IN WITNESS WHEREOF, the undersigned hereby executes this Agreement
this 5th day of January 2001.
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
By: /s/ Kanji Koide
----------------------------
Name: Kanji Koide
Title Senior Vice President
<PAGE>
IN WITNESS WHEREOF, the undersigned hereby executes this Agreement
this 5th day of January 2001.
DCM CAPITAL USA (UK) LIMITED
By: /s/ Masao Nakamura
-------------------------------
Name: Masao Nakamura
Title: Chairman
