-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KYWf4xFMjDKU+frNm4RkcbDyNB6zTGStW27HV7U7+/5ur/SAAx1IMpOAGa5KVQaa j3O+QskfRQc3sfh3chh/Ow== /in/edgar/work/20000810/0000005907-00-000030/0000005907-00-000030.txt : 20000921 0000005907-00-000030.hdr.sgml : 20000921 ACCESSION NUMBER: 0000005907-00-000030 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000810 EFFECTIVENESS DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43440 FILM NUMBER: 691350 BUSINESS ADDRESS: STREET 1: 295 NO MAPLE AVENUE CITY: BASKINGRIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9082214268 MAIL ADDRESS: STREET 1: 295 NO MAPLE AVENUE CITY: BASKINGRIDGE STATE: NJ ZIP: 07920 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt AT&T S-8 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- AT&T CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) New York 13-4924710 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 32 Avenue of the Americas New York, New York 10013-2412 (Address of Principal Executive Offices) (Zip Code) AT&T 1997 LONG TERM INCENTIVE PLAN (Full titles of the plans) -------------------------- MARILYN J. WASSER, ESQ. VICE PRESIDENT - LAW AND SECRETARY AT&T CORP. 295 NORTH MAPLE AVENUE BASKING RIDGE, NJ 07920 (Name and Address of Agent for Service) (908) 221-2000 (Telephone number, including area code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE =============================================================================== + + Proposed + Proposed + + + maximum + maximum + Title of + Amount + offering + aggregate + Amount of securities to + to be + price + offering + registration be registered + registered + per share* + price* + fee =============================================================================== + + + + + + + + AT&T Common + + + + Stock, par + 30,000,000 + $30.00 + $900,000,000 + $237,600 value $1.00 + shares + + + per share + + + + =============================================================================== *Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the high and low sale prices of AT&T Common Stock, par value $1.00 per share, on the New York Stock Exchange on August 9, 2000. Pursuant to Rule 416(a) of the Securities Act, this registration statement shall be deemed to cover an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the plan (the "Plan") listed above. STATEMENT WITH RESPECT TO REGISTRATION OF ADDITIONAL SECURITIES AT&T Corp. ("AT&T") has heretofore filed on June 6, 1997 Registration Statement, File No. 333-28665 on Form S-8 (the "Earlier Registration Statement") which registered 20,000,000 shares of AT&T Common Stock (the "Common Stock")to be offered under the Plan. In April 1999, there was a three-for-two split of the Common Stock. Pursuant to General Instruction E to Form S-8, AT&T hereby incorporates by reference the contents of the Earlier Registration Statement. ADDITIONAL INFORMATION PART II, Item 5. Interests of Named Experts and Counsel. As of July 29, 2000, Robert S. Feit, General Attorney and Assistant Secretary of AT&T, owned 5035 shares of AT&T common stock (including restricted shares) and had options to purchase an additional 33,750 shares AT&T common stock. Mr. Feit is eligible to receive additional awards of incentive compensation under the Plan. 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Basking Ridge, State of New Jersey, on the 10th day of August, 2000. AT&T CORP. By: /s/ Edward M. Dwyer ---------------------- Name: Edward M. Dwyer Title: Vice President and Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE CAPACITY PRINCIPAL EXECUTIVE OFFICER: C. Michael Armstrong* Chairman and Chief Executive Officer PRINCIPAL FINANCIAL OFFICER: Charles H. Noski* Senior Executive Vice President and Chief Financial Officer PRINCIPAL ACCOUNTING OFFICER: Nicholas S. Cyprus* Vice President and Controller DIRECTORS C. Michael Armstrong* Kenneth T. Derr* M. Kathryn Eickhoff* Walter Y. Elisha* George M. C. Fisher* Donald V. Fites* Amos B. Hostetter* Ralph S. Larsen* Donald F. McHenry* John C. Malone* Louis A. Simpson* Michael I. Sovern* Sanford I. Weill* John D. Zeglis* * By: /s/ Edward M. Dwyer --------------------- Edward M. Dwyer (Attorney-In-Fact) August 10, 2000 II-3 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION 5 Opinion of Robert S. Feit, General Attorney and Assistant Secretary of the registrant, as to the legality of the securities to be issued 10 AT&T 1997 Long Term Incentive Plan (filed as Exhibit 10 to Registration Statement on Form S-8 filed May 2, 2000 (File No. 333-36130) and incorporated herein by reference). 23.1.1 Consent of PricewaterhouseCoopers LLP 23.1.2 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of KPMG LLP 23.4 Consent of Robert S. Feit is contained in the opinion of counsel filed as Exhibit 5 24.1 Power of Attorney of Louis A. Simpson. Powers of Attorney executed by officers and other directors who signed this registration statement were filed as Exhibit 24.1 to the Registrant's Post- Effective Amendment No. 1 to Form S-8, filed June 30, 2000 (File No. 333-87935), and incorporated herein by reference). EX-5 2 0002.txt EXHIBIT 5 295 North Maple Ave. Basking Ridge, NJ 07920 August 10, 2000 AT&T Corp. 32 Avenue of the Americas New York, NY 10013 Dear Sirs: With reference to the registration statement on Form S-8 which AT&T Corp. (the "Company") proposes to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, registering 30,000,000 shares of AT&T Common Stock (par value $1 per share) (the "Shares") which may be offered and sold by the Company under the AT&T 1997 Long Term Incentive Plan(the "Plan"), which Shares, under the terms of the Plan may be authorized and unissued shares or treasury shares, I am of the opinion that: 1. the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; 2. all proper corporate proceedings have been taken so that any Shares to be offered and sold which are newly issued have been duly authorized and, upon sale and payment therefor in accordance with the Plan and the resolutions of the Board of Directors relating to the offering and sale of common shares thereunder, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the SEC in connection with the registration statement referred to above. Very truly yours, /s/ Robert S. Feit --------------------- Robert S. Feit EX-23.1.1 3 0003.txt EXHIBIT 23.1.1 Exhibit 23.1.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 9, 2000 relating to the consolidated financial statements, which appears in the 1999 Annual Report to Shareholders of AT&T Corp., which is incorporated by reference in AT&T Corp.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated March 9, 2000 relating to the consolidated financial statement schedule, which appears in such Annual Report on Form 10-K. PricewaterhouseCoopers LLP New York, New York August 10, 2000 EX-23.1.2 4 0004.txt EXHIBIT 23.1.2 Exhibit 23.1.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AT&T Corp., of our report dated March 17, 2000 relating to the combined financial statements of AT&T Wireless Group, which appears in AT&T Corp.'s Current Report on Form 8-K filed on March 17, 2000. PricewaterhouseCoopers LLP New York, New York August 10, 2000 EX-23.2 5 0005.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 28, 2000 included in MediaOne Group, Inc.'s consolidated financial statements for the year ended December 31, 1999, filed in AT&T Corp.'s Form 8-K dated March 27, 2000. Arthur Andersen LLP Denver, Colorado August 10, 2000 EX-23.3 6 0006.txt EXHIBIT 23.3 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors AT&T Corp. We consent to the incorporation by reference in the registration statement on Form S-8, relating to the AT&T 1997 Long Term Incentive Plan, of our report dated February 29, 2000, relating to the combined balance sheets of Liberty Media Group (" New Liberty" or "Successor") as of December 31, 1999 and of Liberty Media Group ("Old Liberty" or "Predecessor") as of December 31, 1998, and the related combined statements of operations and comprehensive earnings, equity and cash flows for the period from March 1, 1999 to December 31, 1999 (Successor period) and from January 1, 1999 to February 28, 1999 and for each of the years in the two-year period ended December 31, 1998 (Predecessor periods), which report appears as an exhibit in the annual report on Form 10-K of AT&T Corp. dated March 27, 2000. Our report dated February 29, 2000 refers to the fact that the financial statements should be read in conjunction with the consolidated financial statements of AT&T Corp. The report of KPMG LLP, dated February 29, 2000 contains an explanatory paragraph that states that effective March 9, 1999, AT&T Corp., the owner of the assets comprising New Liberty, acquired Tele-Communications, Inc., the owner of the assets comprising Old Liberty, in business combination accounted for as a purchase. As a result of the acquisition, the combined financial information for the periods after the acquisition is presented on a different basis than that for the periods before the acquisition and, therefore, is not comparable. KPMG LLP Denver, Colorado August 8, 2000 EX-24.1 7 0007.txt EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission (the "Commission"), under the provisions of the Securities Act of 1933, as amended (the "Act"), a registration statement or registration statements with respect to up to 60 million shares of AT&T Wireless Group Common Stock to be offered under the various Company 401(k) Savings Plans including, without limitation, AT&T Long Term Savings Plan for Management Employees, AT&T Long Term Savings and Security Plan, AT&T Retirement Savings and Profit Sharing Plan, AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan, AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management Employees, AT&T Long Term Savings Plan, AT&T Long Term Savings Plan - San Francisco, AT&T Wireless Services 401(k) Retirement Plan, GRC International Employees' Deferred Income Plan and MediaOne Group 401(k) Savings Plan; and WHEREAS, the Company proposes to file amendments with the Commission under the Act to existing registration statements with respect to AT&T Common Stock and Liberty Media Group Class A Common Stock to add additional Company 401(k) Savings Plans to such registration statements including, without limitation, AT&T Long Term Savings Plan - San Francisco, AT&T Wireless Services 401(k) Retirement Plan, GRC International Employees' Deferred Income Plan and MediaOne Group 401(k) Savings Plan; and WHEREAS, the Company, proposes to file with Commission, under the provisions of the Act, a registration statement or statements with respect to up to an additional 30 million shares of AT&T Common Stock to be offered under the Company's 1997 Long Term Incentive Plan, as amended; and WHEREAS, the undersigned is a director of the Company, as indicated below his signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints C. H. NOSKI, M. J. WASSER and E. M. DWYER, and each of them, as attorneys for him and in his name, place and stead, and in his capacity as a director of the Company, to execute and file any such registration statements and amendments to existing registration statements with respect to the above-described common shares, and thereafter to execute and file any amended registration statement or statements with respect thereto or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 19th day of July, 2000. /s/ Louis A. Simpson --------------------------- Louis A. Simpson Director -----END PRIVACY-ENHANCED MESSAGE-----