-----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, M7gJa4wntZXSjgb7n/yyh6w3vpNQTurZdFQV+6m14XvV6Ra5+9XhypIDNYJPp3Go Ec5RpkyxgP93++VVgIQneg== 0000005907-02-000096.txt : 20020711 0000005907-02-000096.hdr.sgml : 20020711 20020711113828 ACCESSION NUMBER: 0000005907-02-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020711 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01105 FILM NUMBER: 02700801 BUSINESS ADDRESS: STREET 1: 295 NORTH MAPLE AVENUE CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9082214000 MAIL ADDRESS: STREET 1: 295 NORTH MAPLE AVENUE CITY: BASKING RIDGE STATE: NJ ZIP: 07920 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 8-K 1 eightk071102.txt FORM 8-K REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 July 10, 2002 Date of report (Date of earliest event reported) AT&T CORP. (Exact Name of Registrant as Specified in Charter) NEW YORK 1-1105 13-4924710 (State or Other (Commission File (IRS Employer Jurisdiction Number) Identification No.) of Incorporation) 295 NORTH MAPLE AVENUE, BASKING RIDGE, NEW JERSEY 07920 (Address of Principal Executive Offices, including Zip Code) (908) 221-2000 (Registrant's telephone number, including area code) (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. See Exhibit 99 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 99 - AT&T Corp. Press Release Issued July 10, 2002. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 11, 2002 AT&T CORP. By: /s/ Marilyn J. Wasser ------------------------------------- Name: Marilyn J. Wasser Title: Vice President and Secretary EX-99 3 exh998k071102.txt AT&T PRESS RELEASE ISSUED ON JULY 10, 2002 [AT&T LOGO OBJECT OMITTED] News Release - -------------------------------------------------------------------------------- FOR RELEASE WEDNESDAY, JULY 10, 2002 AT&T ANNOUNCES PRELIMINARY 2002 ANNUAL MEETING VOTING RESULTS; SHAREOWNERS APPROVE COMPANY'S RESTRUCTURING PROPOSALS CHARLESTON, S.C. - At its annual meeting today, AT&T announced to shareowners the preliminary results of 2002 proxy voting, where all director proposals were approved and all shareholder proposals were rejected. Shareowners showed strong support for AT&T's restructuring plan, including the spin-off and merger of AT&T Broadband with Comcast Corp.; a one-for-five reverse stock split; and approval to launch a tracking stock for AT&T Consumer when, and if, market conditions permit. "With their votes, shareowners have demonstrated their strong support for AT&T's restructuring," said AT&T Chairman and CEO C. Michael Armstrong. "At a time when several of our competitors are struggling, today's results put us well on the way to executing our plan for positioning our broadband, business and consumer units to compete - and lead - in their respective markets." Specifically, the company reported preliminary results on the 12 proxy proposals: Proposal 1 - Election of Directors - All Directors on the AT&T Board received in excess of 2.9 billion or approximately 95 percent of votes for election. Proposal 2 - Ratification of Auditors - PricewaterhouseCoopers received approximately 2.9 billion, or about 96 percent of shares voted, for ratification. Directors' Proposals Proposal 3 - Approval of the merger agreement between AT&T Broadband and Comcast Corp. to form AT&T Comcast required a positive vote of a majority of outstanding shares, and received approximately 2.5 billion, or about 95 percent of the votes for ratification. Of AT&T's total outstanding shares, 69 percent voted in favor of the proposal and only 2 percent voted against. Proposal 3a - Approval of the corporate governance provisions of AT&T Comcast required a positive vote by a majority of shares cast, and received approximately 2.4 billion, or about 92 percent. Proposal 4 - Approval of the charter amendment to create an AT&T Consumer group tracking stock required a positive vote of the majority of outstanding shares, and received approximately 2.2 billion, or about 84 percent. Of AT&T's total outstanding shares, 61 percent voted in favor of the proposal and only 10 percent voted against. Proposal 5 - Approval of a new incentive plan to grant shares of AT&T Consumer Services group tracking stock to officers and employees of AT&T and its subsidiaries required a positive vote by the majority of shares cast, and received approximately 2.1 billion, or about 83 percent. Proposal 6 - Approval of a proposal to amend AT&T's Employee Stock Purchase Plan to include AT&T Consumer Services Group tracking stock required a majority of votes cast, and received approximately 2.3 billion, or about 92 percent. Proposal 7 - Approval of the charter amendment seeking approval of a one-for-five reverse stock split required a majority of outstanding shares, and received approximately 2.9 billion, or about 93 percent. Of AT&T's total outstanding shares, 80 percent voted in favor of the proposal and only 5 percent voted against. Shareowner Proposals Proposal 8 - Amend AT&T's Equal Opportunity Statement to eliminate reference to sexual preference or orientation - For 151 million shares (about 6 percent); Against 2.3 billion shares (about 94 percent). Proposal 9 - Offer choice of traditional pension plan or cash balance plan - For 252 million shares (about 10 percent); Against 2.3 billion shares (about 90 percent). Proposal 10 - Separate votes on future restructuring matters - For 1 billion shares (about 40 percent); Against 1.5 billion (60 percent). Proposal 11 - Submit executive severance agreements for shareowner vote - For 532 million shares (21 percent); Against 2 billion shares (79 percent). Proposal 12 - Executive compensation - For 391 million shares (16 percent); Against 2.1 billion (84 percent). - -------------------------------------------------------------------------------- The foregoing are "forward-looking statements" which are based on management's beliefs as well as on a number of assumptions concerning future events made by and information currently available to management. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside AT&T's control, that could cause actual results to differ materially from such statements. For a more detailed description of the factors that could cause such a difference, please see AT&T's filings with the Securities and Exchange Commission. AT&T disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results of AT&T. -----END PRIVACY-ENHANCED MESSAGE-----