As filed with the Securities and Exchange Commission on November 9, 2001
Registration No 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AT&T CORP.
(exact name of registrant as specified in its charter)
New York 4811 13-4924710
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
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
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)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividends or
interest reimbursement plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier registration
statement for the same offering. [_]____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
------------------------- ------------------- -------------------- ------------------------ -----------------
Proposed Maximum Proposed
Amount Aggregate Price Maximum Amount Of
Title Of Shares To Be Per Unit(2) Aggregate Offering Registration Fee
To Be Registered Registered(1) Price(1)
------------------------- ------------------- -------------------- ------------------------ -----------------
------------------------- ------------------- -------------------- ------------------------ -----------------
AT&T Common Stock, par
value $1.00 per share 52,347,844 $15.39 $805,633,319.16 $201,408.33
------------------------- ------------------- -------------------- ------------------------ -----------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Average of the high and low prices for a share of AT&T Common Stock on
the New York Stock Exchange on November 2, 2001.
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, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
[SIDEBAR] Information in this prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 9, 2001
52,347,844 Shares
AT&T Corp.
Common Stock
(par value $1.00 per share)
This prospectus relates to 52,347,844 shares of AT&T common stock, par
value $1.00 per share, ("AT&T Common Stock") to be issued in connection with the
redemption or exchange of shares of Class A Senior Cumulative Exchangeable
Preferred Stock ("Class A Preferred Stock") of TCI Pacific Communications, Inc.
("TCI Pacific").
On March 9, 1999, Italy Merger Corp., a Delaware corporation and a wholly
owned subsidiary of AT&T ("Merger Sub"), was merged (the "Merger") with and into
Tele-Communications, Inc. ("TCI") pursuant to the Agreement and Plan of
Restructuring and Merger (the "Merger Agreement"), dated as of June 23, 1998,
among AT&T, Merger Sub and TCI. Pursuant to the Merger Agreement, when the
Merger was consummated, among other things, each share of Series A TCI Group
common stock, par value $1.00 per share, of TCI was exchanged for 1.16355 shares
of AT&T Common Stock, after adjustment for the April 1999 three-for-two stock
split of AT&T Common Stock (which stock split was announced prior to the
consummation of the Merger).
The shares of Class A Preferred Stock of TCI Pacific were originally
redeemable, at the option of TCI Pacific, and exchangeable, at the option of the
holder, for shares of Series A TCI Group common stock. Pursuant to the Merger,
the shares of Class A Preferred Stock of TCI Pacific are no longer redeemable or
exchangeable for Series A TCI Group common stock, but instead are redeemable, at
the option of TCI Pacific, and exchangeable, at the option of the holder, for
AT&T Common Stock.
AT&T has the ability to call all shares of Class A Preferred Stock for
redemption on a date to be set forth in a prospectus supplement to this
prospectus (the "Redemption Date"). AT&T reserves the right not to proceed with
the redemption prior to the actual delivery of the notice of redemption. If AT&T
calls the shares of Class A Preferred Stock for redemption, each share of Class
A Preferred Stock outstanding on the Redemption Date will be redeemed for shares
of AT&T Common Stock having a value calculated pursuant to the Restated
Certificate of Incorporation of TCI Pacific, which value will be set forth in a
prospectus supplement to this prospectus. Dividends accrued but unpaid on shares
of Class A Preferred Stock as of the Redemption Date will be paid in cash in
connection with the redemption, but dividends on shares of Class A Preferred
Stock will cease to accrue on the Redemption Date.
As of November , 2001, each share of Class A Preferred Stock, at the
option of the holder, may be exchanged for 8.365 shares of AT&T Common Stock.
This exchange ratio gives effect to the adjustment made in connection with the
split-off of AT&T Wireless Services, Inc. Shares of Class A Preferred Stock so
exchanged will not be entitled to any accrued but unpaid dividends prior to the
time of the exchange. The exchange privilege will terminate immediately prior to
the close of business on the Redemption Date. Accordingly, holders of shares of
Class A Preferred Stock who wish to exchange their shares for 8.365 shares of
AT&T Common Stock per share of Class A Preferred Stock must do so prior to the
close of business on the Redemption Date. Otherwise the right to exchange will
terminate and holders will only receive shares of AT&T Common Stock having a
value calculated pursuant to the Restated Certificate of Incorporation of TCI
Pacific, plus an amount of accrued and unpaid dividends on each share of Class A
Preferred Stock, which amount will be set forth in a prospectus supplement to
this prospectus, in connection with the redemption.
This prospectus may be used by persons who receive shares of AT&T Common
Stock in connection with the redemption or exchange of shares of Class A
Preferred Stock of TCI Pacific and who wish to resell the shares of AT&T Common
Stock they receive in the redemption or exchange. We have not authorized any
person to use this prospectus in connection with resales of shares of AT&T
Common Stock without our prior written consent.
Shares of AT&T Common Stock are listed on the New York Stock Exchange under
the symbol "T". On November , 2001, the reported last sale price of AT&T Common
Stock on the New York Stock Exchange was $ per share. See "Price Range of AT&T
Common Stock and Dividends".
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November , 2001.
TABLE OF CONTENTS
Page
----
Where You Can Find More Information 2
Special Note Regarding Forward-Looking Statements 3
The Company 5
Description of AT&T Common Stock 5
Price Range of AT&T Common Stock and
Dividends 5
Use of Proceeds 6
Plan of Distribution 6
Legal Opinions 6
Experts 6
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Our SEC filings also are available to the public from commercial
documents 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 us and our financial condition.
AT&T SEC Filings (File No. 1-1105) Period
--------------------------------- ------
Annual Report on Form 10-K...........Year ended December 31, 2000, filed on
April 2, 2001 (as amended April 17, 2001)
Quarterly Reports on Form 10-Q.......Quarter ended March 31, 2001, filed on
May 15, 2001 (as amended July 3, 2001 and
August 10, 2001), and quarter ended June
30, 2001, filed on August 14, 2001
Current Reports on Form 8-K..........Filed on February 16, 2001, March 1, 2001,
March 28, 2001, March 29, 2001 (as amended
April 11, 2001), April 19, 2001, April 27,
2001, May 22, 2001, June 19, 2001, July 19,
2001, July 24, 2001, September 24, 2001
and October 23, 2001
Proxy Statements.....................Filed on March 30, 2001 and May 11, 2001
(as amended July 3, 2001)
AT&T also incorporates by reference additional documents that may be filed
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 from the date of this prospectus prior to the termination
of the offering. 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
proxy statements. If you are a shareholder, we may have sent you some of the
documents incorporated by reference, but you can obtain any of them 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 all
exhibits unless we have specifically incorporated by reference such exhibits in
this prospectus. Any person, including any beneficial owner, to whom this
document is delivered may obtain documents incorporated by reference in this
prospectus by requesting them in writing, or by telephone, from us at the
following address:
AT&T Corp.
32 Avenue of the Americas
New York, New York 10013-2412
Tel: (212) 387-5400
Attn: Office of the Corporate Secretary
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT
2
IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS
DATED NOVEMBER , 2001. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED
IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents that are incorporated herein by reference
contain forward-looking statements with respect to:
- AT&T's restructuring plan or alternative transactions,
- possible transactions regarding AT&T's broadband business,
- financial condition,
- results of operations,
- cash flows,
- dividends,
- financing plans,
- business strategies,
- operating efficiencies or synergies,
- budgets,
- capital and other expenditures,
- network build out and upgrade,
- competitive positions,
- availability of capital,
- growth opportunities for existing products,
- benefits from new technologies,
- availability and deployment of new technologies,
- plans and objectives of management,
- markets for stock of AT&T, and
- other matters.
Statements in this prospectus and the documents incorporated herein by
reference that are not historical facts are hereby identified as
"forward-looking statements" for the purpose of the safe harbor provided by
Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933,
as amended. These forward-looking statements, including, without limitation,
those relating to the future business prospects, revenues, working capital,
liquidity, capital needs, network build out, interest costs and income, in each
case, relating to AT&T and its groups and subsidiaries, wherever they occur in
this prospectus and the documents incorporated herein by reference, 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 the
3
documents incorporated herein 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:
- the risks associated with the implementation of new business
strategies, including risks relating to the operations of new
systems and technologies, substantial required expenditures
and potential unanticipated costs, uncertainties regarding the
adequacy of suppliers on whom AT&T's groups must rely to
provide both network and consumer equipment and consumer
acceptance of the products and services to be offered,
- the risks associated with the implementation of AT&T's
restructuring plan or alternative transactions, which may be
complicated and which may involve a substantial number of
different transactions each with separate conditions, any or
all of which may not occur as we intend, or which may not
occur in the timeframe we expect,
- the risks associated with any of AT&T's main business units
operating as an independent entity as opposed to as part of an
integrated telecommunications provider following completion of
AT&T's restructuring plan or any alternative transaction,
including the inability of AT&T's groups to rely on the
financial and operational resources of the combined company
and AT&T's groups having to provide services that were
previously provided by a different part of the combined
company,
- the impact of existing and new competitors in the markets in
which AT&T's groups compete, including competitors that may
offer less expensive products and services, desirable or
innovative products, technological substitutes, or have
extensive resources or better financing,
- the impact of oversupply of capacity resulting from excessive
deployment of network capacity,
- the ongoing global and domestic trend towards consolidation in
the telecommunications industry, which trend may have the
effect of making the competitors larger and better financed
and afford these competitors with extensive resources and
greater geographic reach, allowing them to compete more
effectively,
- the effects of vigorous competition in the markets in which
AT&T's groups operate and for each group's more valuable
customers, which may decrease prices charged, increase churn
and change the groups' customer mix and profitability,
- the availability and cost of capital and the consequences of
increased leverage,
- the successful execution of plans to dispose of non-strategic
assets as part of an overall corporate deleveraging plan,
- the impact of any unusual items resulting from ongoing
evaluations of the business strategies of AT&T's groups,
- the requirements imposed on AT&T's groups or latitude allowed
to competitors by the Federal Communications Commission or
state regulatory commissions under the Telecommunications Act
of 1996 or other applicable laws and regulations,
- the risks associated with technological requirements,
technology substitution and changes and other technological
developments,
4
- the results of litigation filed or to be filed against AT&T,
- the possibility of one or more of the markets in which AT&T's
groups 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 AT&T
has no control, and
- the risks related to AT&T's investments and joint ventures.
The words "estimate," "project," "intend," "expect," "believe," "plan" 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 2000 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 document. 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 team, may make
forward-looking statements about the matters described in this document or other
matters concerning AT&T and its groups and subsidiaries.
THE COMPANY
AT&T Corp. was incorporated in 1885 under the laws of the State of New York
and has its principal executive offices at 32 Avenue of the Americas, New York,
New York 10013-2412 (telephone number 212-387-5400).
AT&T is among the world's communications leaders, providing voice, data and
video communications services to large and small businesses, consumers and
government entities. AT&T and its subsidiaries furnish domestic and
international long distance, regional and local communications services, cable
(broadband) television and Internet communications services. AT&T also provides
billing, directory and calling card services to support its communications
business.
Internet users can access information about AT&T and its services at
www.att.com. Our web site is not part of this prospectus.
DESCRIPTION OF AT&T COMMON STOCK
All shares of AT&T Common Stock are entitled to participate equally in
dividends. Each shareholder has one vote for each share registered in the
shareholder's name. All shares of AT&T Common Stock would rank equally in
liquidation, and all shares of AT&T Common Stock (including the shares of AT&T
Common Stock offered by this prospectus) are fully-paid and non-assessable by
AT&T. Holders of shares of AT&T Common Stock have no preemptive rights.
AT&T is authorized to issue shares of AT&T Common Stock under the
Shareowner Dividend Reinvestment and Stock Purchase Plan and various employee
benefit plans of AT&T and its subsidiaries.
PRICE RANGE OF AT&T COMMON STOCK AND DIVIDENDS
Shares of AT&T Common Stock are traded on the New York, Philadelphia,
Boston, Chicago and Pacific Stock Exchanges under the symbol "T". They also
trade on the London, Tokyo and other foreign stock exchanges. The following
table sets forth the high and low sales prices of shares of AT&T Common Stock
for the periods indicated as reported on the New York Stock Exchange Composite
Table, and adjusted to reflect the split-off of AT&T Wireless Services, Inc.,
which was completed on July 9, 2001.
5
High Low
Fiscal 1999
First Quarter $49.77 $39.28
Second Quarter 48.93 38.88
Third Quarter 45.82 32.47
Fourth Quarter 47.37 32.23
Fiscal 2000
First Quarter 47.37 34.41
Second Quarter 45.67 24.27
Third Quarter 27.33 21.16
Fourth Quarter 23.30 12.81
Fiscal 2001
First Quarter 19.53 13.40
Second Quarter 18.07 15.39
Third Quarter 21.46 16.50
Fourth Quarter (through November , 2001)
A quarterly dividend of $.0375 per share was paid on shares of AT&T Common
Stock for each of the first three quarters of 2001.
USE OF PROCEEDS
This prospectus relates to shares of AT&T Common Stock offered in
redemption of, or in exchange for, shares of Class A Preferred Stock of TCI
Pacific. There will be no proceeds to AT&T in connection with this issuance.
PLAN OF DISTRIBUTION
The shares of AT&T Common Stock are being offered in redemption of, or in
exchange for, shares of Class A Preferred Stock of TCI Pacific in accordance
with the terms of Class A Preferred Stock of TCI Pacific. The expenses of
distribution will be borne by AT&T.
LEGAL OPINIONS
Robert S. Feit, Chief Counsel--Corporate and Financial Matters of AT&T,
will pass upon the legality of the shares of AT&T Common Stock offered by this
prospectus for AT&T. As of , 2001, Robert S. Feit owned shares of
AT&T Common Stock.
EXPERTS
The audited financial statements incorporated in this
prospectus/Registration Statement on Form S-3 by reference to AT&T's Current
Report on Form 8-K, filed on September 24, 2001, except as they relate to
Liberty Media Group, have been audited by PricewaterhouseCoopers LLP,
independent accountants (and insofar as they relate to Liberty Media Group, by
KPMG LLP, independent accountants), whose reports thereon are incorporated by
reference. Such financial statements have been incorporated by reference in
reliance on the report of such independent accountants, given on the authority
of such firms as experts in auditing and accounting.
The combined financial statements of AT&T Wireless Group incorporated in
this prospectus/Registration Statement on Form S-3 by reference to AT&T's Annual
Report on Form 10-K, filed on April 2, 2001 (as amended April 17, 2001), and the
Current Report on From 8-K, filed on March 29, 2001 (as amended on April 11,
2001) 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 balance sheets of Liberty Media Group ("New Liberty" or
"Successor") as of December 31, 2000 and 1999, and the related combined
statements of operations and comprehensive earnings, net attributed assets, and
cash flows for
6
the year ended December 31, 2000 and for the period from March 1, 1999 to
December 31, 1999 (Successor periods) and from January 1, 1999 to February 28,
1999 and for the year ended December 31, 1998 (Predecessor periods), which
appear as an exhibit to the Annual Report on Form 10-K/A, dated April 17, 2001,
of AT&T, have been incorporated by reference herein in reliance upon the report,
dated February 26, 2001, 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 LLP report dated February 26, 2001 refers to the fact that the
financial statements should be read in conjunction with the consolidated
financial statements of AT&T.
In addition, the KPMG LLP report contains an explanatory paragraph that
states that, effective March 9, 1999, AT&T, 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 cost basis than that
for the periods before the acquisition and, therefore, is not comparable.
The consolidated balance sheets of Tele-Communications, Inc. and its
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations and comprehensive earnings, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1998, which appear in the Current Report on Form 8-K, dated March 28, 2001, of
AT&T have been incorporated by reference herein in reliance upon the report
dated March 9, 1999, 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 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's Form 8-K dated March 28, 2001,
incorporated by reference in this registration statement, 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.
7
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee $201,408.33
Printing and Distributing Prospectus and Miscellaneous
Material 10,000.00*
Accountants' Fee 100,000.00*
Miscellaneous Expenses 8,591.67*
------------
Total $320,000.00
============
* Estimated
Item 15. 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 attorney's fees, incurred
by him/her in connection with the defense of a civil or criminal proceeding to
which he/she has been made, or threatened to be made, a party by reason of the
fact that he/she was such 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 he/she reasonably believed to be in the best interests
of the corporation. Specific court approval is required in some cases. The
foregoing statement is subject to the detailed provisions of Sections 715, 717
and 721-725 of the New York Business Corporation Law.
The AT&T By-laws provide that AT&T 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 AT&T or at the request of AT&T in any capacity with
any other enterprise.
AT&T has entered into contracts with its officers and directors, pursuant
to the provisions of New York Business Corporation Law Section 721, by which it
will be obligated to indemnify such persons, to the fullest extent permitted by
the New York Business Corporation Law, 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 AT&T
or, at the request of AT&T, 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/her 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 AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act, that might be incurred by them in such capacities.
Item 16. Exhibits.
See Exhibit Index.
II-1
Item 17. 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 this 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 volume of
securities offered (if the total dollar value of securities offered would not
exceed that 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) under the Securities Act 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;
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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 section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors and officers of the registrant pursuant to
the foregoing provision 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.
II-2
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-3 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 9th day of
November, 2001.
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 below 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:
* Senior Executive Vice President and Chief
--------------------------- Financial Officer
Charles H. Noski
PRINCIPAL ACCOUNTING OFFICER:
*
---------------------------
Nicholas S. Cyprus Vice President and Controller
DIRECTORS
*
---------------------------
C. Michael Armstrong Director
*
---------------------------
J. Michael Cook Director
*
---------------------------
Kenneth T. Derr Director
*
---------------------------
M. Kathryn Eickhoff Director
*
---------------------------
George M.C. Fisher Director
*
---------------------------
Amos B. Hostetter, Jr. Director
II-3
--------------------------
Shirley A. Jackson Director
*
---------------------------
Donald F. McHenry Director
*
---------------------------
Louis A. Simpson Director
*
---------------------------
Michael I. Sovern Director
*
---------------------------
Sanford I. Weill Director
* By: /s/ Marilyn J. Wasser
---------------------------
Marilyn J. Wasser
(Attorney-in-Fact)
Date: November 9, 2001.
II-4
EXHIBIT INDEX
EXHIBIT
NUMBER
-------
5.01 Opinion of Robert S. Feit, General Attorney and Assistant
Secretary of the Registrant, as to the legality of the
securities being registered.
23.01 Consent of Robert S. Feit. (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 KPMG LLP.
23.06 Consent of Arthur Andersen LLP.
24.01 Powers of Attorney.
99.01 Notice of Redemption of Shares of Class A Senior Cumulative
Exchangeable Preferred Stock of TCI Pacific Communications,
Inc. (to be filed by amendment).
99.02 Letter of Transmittal to Holders of Shares of Class A
Senior Cumulative Exchangeable Preferred Stock of TCI
Pacific Communications, Inc. (to be filed by amendment).
II-5