-----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, VaLayQad2gSDx+4U5vAsSy14AwN9XvD8yDCj9Zf1yQ9upQvOPXzV5AJ38jxf8GWj fmDqErf8beVNQQmRgkosYg== 0000005907-03-000233.txt : 20031024 0000005907-03-000233.hdr.sgml : 20031024 20031024150527 ACCESSION NUMBER: 0000005907-03-000233 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EASYLINK SERVICES CORP CENTRAL INDEX KEY: 0001081661 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133787073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56949 FILM NUMBER: 03956346 BUSINESS ADDRESS: STREET 1: 399 THORNALL STREET STREET 2: 6TH FLOOR CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 7329062000 MAIL ADDRESS: STREET 1: 399 THORNALL STREET STREET 2: 6TH FLOOR CITY: EDISON STATE: NJ ZIP: 08837 FORMER COMPANY: FORMER CONFORMED NAME: MAIL COM INC DATE OF NAME CHANGE: 19990311 FILED BY: 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: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE AT&T WAY CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082212000 MAIL ADDRESS: STREET 1: ONE AT&T WAY CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC 13D/A 1 easylinkamend3102003.txt AMEND. NO. 3 - EASYLINK SERVICES CORP. - 10/20/03 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3 )(1) EASYLINK SERVICES CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 277 84T 101 - -------------------------------------------------------------------------------- (CUSIP Number) ROBERT S. FEIT, VICE PRESIDENT-LAW AND SECRETARY AT&T CORP., ONE AT&T WAY, BEDMINSTER, NEW JERSEY 07921 (908) 221-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 20, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - ---------- (1) 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 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). CUSIP No. 277 84T 101 13D Page 2 of 5 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AT&T Corp. IRS No. 13-4924710 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF - 0 - SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING - 0 - PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH - 0 - ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 277 84T 101 13D Page 3 of 5 Pages ________________________________________________________________________________ Item 4. Purpose of Transaction. As a result of a previous restructuring of the Indebtedness (as defined on AT&T's Form 13D/A, filed March 6, 2003), AT&T previously owned 1,423,980 shares of the Issuer's Class A Common Stock (the "Shares") plus immediately exercisable warrants (the "Warrants") to purchase an additional 1,000,000 shares of the Issuer's Class A Common Stock at a price of $6.10 per share, and a Promissory Note of the Issuer in the stated principal amount of $10,000,000 (the "Note"). On February 27, 2003, AT&T and Ptek Holdings, Inc. ("Ptek") entered into a Share Purchase Agreement regarding the sale of the Shares to Ptek for $825,908 and a Note Purchase Agreement regarding the transfer of the Note for $3,174,092 and a warrant to purchase shares of Ptek common stock. Both Agreements were filed as exhibits to the 13D/A-1 filed by AT&T on March 6, 2003. On August 28, 2003, AT&T and Ptek entered into an Amendment to Share Purchase Agreement and Note Purchase Agreement (the "August 28, 2003 Amendment"). The August 28, 2003 Amendment modified the terms of the two agreements referred to in this Item 4 and dated as of February 27, 2003. The August 28, 2003 Amendment was filed as an exhibit to the 13D/A-2 filed by AT&T on August 28, 2003. On October 20, 2003 AT&T and Ptek consummated the transactions contemplated by the August 28, 2003 Amendment. In addition, on October 20, 2003 AT&T and the Issuer terminated the Warrants as of such date. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) AT&T is the beneficial owner of zero shares of capital stock of the Issuer. To the knowledge of the Reporting Person, none of the persons listed on Schedule I hereto beneficially owns any shares of Class A Common Stock or other securities of the Issuer. (b) Not Applicable (c) Except as otherwise set forth herein, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule I, has executed transactions in the Common Stock during the past 60 days. (d) Not Applicable (e) The Reporting Person ceased to be the beneficial owner of the Shares and the Warrants on October 20, 2003. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. AT&T and the Issuer are parties to a Registration Rights Agreement dated as of June 1, 2001, with respect to the Shares. AT&T and the Issuer are also parties to an Accession Agreement dated November 27, 2001. Copies of these Agreements were filed as exhibits to AT&T's Form 13D filed with respect to the Shares on December 26, 2001. AT&T and Ptek are parties to a Share Purchase Agreement with respect to the Shares, as well as a Note Purchase Agreement. Both Agreements were filed as exhibits to a 13D Amendment filed on March 6, 2003. On August 28, 2003, AT&T and Ptek entered into the August 28, 2003 Amendment. The August 28, 2003 Amendment modifies the terms of the Share Purchase Agreement and the Note Purchase Agreement. The August 28, 2003 Amendment was filed as an exhibit to the 13D/A-2 filed by AT&T on August 28, 2003. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. 1. Share Purchase Agreement between AT&T Corp. and Ptek Holdings, Inc. dated February 27, 2003 (incorporated by reference to Exhibit 1 to AT&T's Form 13D/A, filed March 6, 2003). 2. Note Purchase Agreement between AT&T Corp. and Ptek Holdings, Inc. dated February 27, 2003 (incorporated by reference to Exhibit 2 to AT&T's Form 13D/A, filed March 6, 2003). 3. Amendment to Share Purchase Agreement and Note Purchase Agreement between AT&T Corp. and Ptek Holdings, Inc. dated August 28, 2003 (incorporated by reference to Exhibit 3 to AT&T's Form 13D/A-2, filed August 28, 2003). 4. Letter from AT&T Corp. to Easylink Services Corporation, dated August 28, 2003 (incorporated by reference to Exhibit 4 to AT&T's Form 13D/A-2, filed August 28, 2003). ________________________________________________________________________________ CUSIP No. 277 84T 101 13D Page 4 of 5 Pages 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. October 24, 2003 ---------------------------------------- (Date) /s/ H. David Schwartz ---------------------------------------- (Signature) Assistant Secretary ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). CUSIP No. 277 84T 101 13D Page 5 of 5 Pages Schedule 1 David Dorman - Chairman and Chief Executive Officer Betsy J. Bernard - President James W. Cicconi - General Counsel and Executive Vice President - Law & Government Affairs Nicholas S. Cyprus - Vice President and Controller Edward M. Dwyer - Vice President and Treasurer Hossein Eslambolchi - President - AT&T Labs & Chief Technology Officer Robert S. Feit - Vice President - Law and Secretary Mirian M. Graddick-Weir - Executive Vice President - Human Resources Thomas W. Horton - Senior Executive Vice President and Chief Financial Officer John Polumbo - President and CEO - AT&T Consumer Constance K. Weaver - Executive Vice President - Public Relations, Marketing and Brand William F. Aldinger - Director; Chairman and CEO, Household International, Inc. Kenneth T. Derr - Director; Chairman of the Board, Retired - Chevron Texaco Corporation M. Kathryn Eickhoff - Director; President, Eickhoff Economics Incorporated Frank C. Herringer - Director; Chairman, Transamerica Corporation Shirley A. Jackson - Director; President, Rensselaer Polytechnic Institute Jon C. Madonna - Director; Retired Chairman and CEO, KPMG Donald F. McHenry - Director; President, The IRC Group, LLC Tony L. White - Director; Chairman, President and CEO, Applera Corporation -----END PRIVACY-ENHANCED MESSAGE-----