-----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, K7yz+ze4gtxyZyKm+Fr04r+jTNYaYEWlypHqeJwK8WplvB39auQWXMg3Ko3CKuAE ivWRzOyctYVGyavRGVKvhw== 0000898822-99-000129.txt : 19990315 0000898822-99-000129.hdr.sgml : 19990315 ACCESSION NUMBER: 0000898822-99-000129 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990312 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: S-4/A SEC ACT: SEC FILE NUMBER: 333-70279 FILM NUMBER: 99564183 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 S-4/A 1 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1999 REGISTRATION NO. 333-70279-3 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------- POST EFFECTIVE AMENDMENT NO. 3 TO FORM S-4 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 of incorporation) (Primary Standard (I.R.S. Employer Industrial Identification Classification Code Number) Number) 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 the Registrant's principal executive offices) -------------------- MARILYN J. WASSER, ESQ. VICE PRESIDENT - LAW AND SECRETARY AT&T CORP. 295 NORTH MAPLE AVENUE BASKING RIDGE, NEW JERSEY (908) 221-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications to: STEVEN A. ROSENBLUM, ESQ. STEPHEN M. BRETT, ESQ. FREDERICK H. MCGRATH, ESQ. WACHTELL, LIPTON, ROSEN & TELE-COMMUNICATIONS, INC. BAKER & BOTTS, L.L.P. KATZ TERRACE TOWER II 599 LEXINGTON AVENUE 51 WEST 52ND STREET 5619 DTC PARKWAY NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10019 ENGLEWOOD, COLORADO 80111 (212) 705-5000 (212) 403-1000 (303) 267-5500 -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As promptly as practicable after this Registration Statement becomes effective. 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, CHECK THE FOLLOWING BOX. =============================================================================== ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. EXHIBIT NO. 2.01* Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, among the Registrant, Italy Merger Corp. and Tele-Communications, Inc. ("TCI") (the "Merger Agreement") (included as Appendix A to the Proxy Statement/Prospectus). The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. 2.02* Terms of Tax Sharing Agreement between the Registrant and TCI. 2.03* Form of Certificate of Incorporation and Bylaws of Liberty Media Corporation. 2.04* Form of Contribution Agreement. 2.05* Form of LLC Agreement of Liberty Media Group LLC. 2.06* Intercompany Agreement Principles. 2.07* Certain Terms of Inter-Group Agreement. 2.08* Voting Agreement, dated as of June 23, 1998, and amended and restated as of October 9, 1998, among the Registrant, Dr. John C. Malone and Leslie Malone. 4.01* No instrument which defines the rights of holders of long term debt, of the Registrant and all of its consolidated subsidiaries, is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, the Registrant hereby agrees to furnish a copy of any such instrument to the Commission upon request. 5.01* Opinion of Robert S. Feit, General Attorney and Assistant Secretary of the Registrant, as to the legality of the securities being registered. 8.01 Opinion of Wachtell, Lipton, Rosen & Katz as to certain U.S. federal income tax matters. 8.02 Opinion of Baker & Botts, L.L.P. as to certain U.S. federal income tax matters. 23.01* Consent of Robert S. Feit (included in Exhibit 5.01). 23.02* Consent of Credit Suisse First Boston Corporation. 23.03* Consent of Goldman, Sachs & Co. 23.04* Consent of Donaldson, Lufkin & Jenrette Securities Corporation. 23.05* Consent of PricewaterhouseCoopers LLP. _____________________ * Previously filed. II-1 EXHIBIT NO. - ------ 23.06* Consent of KPMG LLP. 23.07* Consent of KPMG LLP. 23.08* Consent of KPMG LLP. 23.09* Consent of KPMG LLP. 23.10* Consent of KPMG LLP. 23.11* Consent of KPMG Audit Plc. 23.12* Consent of Deloitte & Touche LLP. 23.13* Consent of KPMG LLP. 23.14* Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.01). 23.15* Consent of Baker & Botts, L.L.P. (included in Exhibit 8.02). 24.01* Powers of attorney. 99.01* Form of Proxy Card to be used in connection with the Special Meeting of Shareholders of the Registrant. 99.02* Form of Proxy Card to be used in connection with the Special Meeting of Shareholders of TCI. ________________ *Previously filed 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-8 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 March, 1999. AT&T CORP. By: /s/ Marilyn J. Wasser Name: Marilyn J. Wasser Title: Vice President - Law and Secretary 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: Daniel E. Somers* Senior Executive Vice President and Chief Financial Officer PRINCIPAL ACCOUNTING OFFICER: Nicholas S. Cyprus* Controller and Chief Accounting Officer DIRECTORS C. Michael Armstrong* Kenneth T. Derr* M. Kathryn Eickhoff* Walter Y. Elisha* George M. C. Fisher* Donald V. Fites* Ralph S. Larsen* Donald F. McHenry* Michael I. Sovern* Sanford I. Weill* Thomas H. Wyman* John D. Zeglis* * By: /s/ Marilyn J. Wasser Marilyn J. Wasser (Attorney-In-Fact) March 12, 1999 II-3 EXHIBIT INDEX EXHIBIT PAGE NO. DOCUMENT DESCRIPTION NO. 2.01 * Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, among the Registrant, Italy Merger Corp. and Tele-Communications, Inc. ("TCI") (the "Merger Agreement") (included as Appendix A to the Proxy Statement/Prospectus). The Registrant agrees to furnish supplementally a copy of any omitted schedule of the Commission upon request. 2.02 * Terms of Tax Sharing Agreement between the Registrant and TCI. 2.03 * Form of Certificate of Incorporation and Bylaws of Liberty Media Corporation. 2.04 * Form of Contribution Agreement. 2.05 * Form of LLC Agreement of Liberty Media Group LLC. 2.06 * Intercompany Agreement Principles. 2.07 * Certain Terms of Inter-Group Agreement. 2.08 * Voting Agreement, dated as of June 23, 1998, and amended and restated as of October 9, 1998, among the Registrant, Dr. John C. Malone and Leslie Malone. 4.01 * No instrument which defines the rights of holders of long term debt, of the Registrant and all of its consolidated subsidiaries, is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, the Registrant hereby agrees to furnish a copy of any such instrument to the Commission upon request. 5.01 * Opinion of Robert S. Feit, General Attorney and Assistant Secretary of the Registrant, as to the legality of the securities being registered. 8.01 Opinion of Wachtell, Lipton, Rosen & Katz as to certain U.S. federal income tax matters. 8.02 Opinion of Baker & Botts, L.L.P. as to certain U.S. federal income tax matters. 23.01 * Consent of Robert S. Feit (included in Exhibit 5.01.) 23.02 * Consent of Credit Suisse First Boston Corporation. 23.03 * Consent of Goldman, Sachs & Co. 23.04 * Consent of Donaldson, Lufkin & Jenrette Securities Corporation. ___________________ * Previously filed. II-4 EXHIBIT PAGE NO. DOCUMENT DESCRIPTION NO. 23.05 * Consent of PricewaterhouseCoopers LLP 23.06 * Consent of KPMG LLP. 23.07 * Consent of KPMG LLP. 23.08 * Consent of KPMG LLP. 23.09 * Consent of KPMG LLP. 23.10 * Consent of KPMG LLP. 23.11 * Consent of KPMG Audit Plc. 23.12 * Consent of Deloitte & Touche LLP. 23.13 * Consent of KPMG LLP. 23.14 * Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.01). 23.15 * Consent of Baker & Botts, L.L.P. (included in Exhibit 8.02). 24.01 * Powers of attorney. 99.01 * Form of Proxy Card to be used in connection with the Special Meeting of Shareholders of the Registrant. 99.02 * Form of Proxy Card to be used in connection with the Special Meeting of Shareholders of TCI. _____________________ *Previously filed. II-5 EX-8 2 TAX OPINION EXHIBIT 8.01 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] March 9, 1999 AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Ladies and Gentlemen: We have acted as special counsel to AT&T Corp., a New York corporation ("AT&T"), in connection with the proposed merger of Tele-Communications, Inc., a Delaware corporation ("TCI"), and Italy Merger Corp. ("Subcorp"), a Delaware corporation and a wholly owned subsidiary of AT&T, in which Subcorp will merge with and into TCI (the "Merger") with TCI surviving as a wholly owned subsidiary of AT&T, pursuant to the Agreement and Plan of Restructuring and Merger among AT&T, Subcorp and TCI dated as of June 23, 1998 (the "Agreement"). At your request, and pursuant to Section 8.2(d) of the Agreement, we are rendering our opinion concerning certain United States federal income tax consequences of the Merger. In that connection, we have reviewed: (i) the Certificate of Incorporation and By-laws of each of AT&T, TCI and Subcorp as currently in effect and as they are proposed to be amended prior to the Merger, (ii) the Agreement, (iii) certain resolutions adopted by the Board of Directors of each of AT&T and TCI and (iv) such other documents, records and papers as we have deemed necessary or appropriate in order to give the opinion set forth herein. For purposes of such opinion, we have relied, with the consent of AT&T and the consent of TCI, upon the accuracy and completeness of the statements and representations (which statements and representations we have neither investigated nor verified) contained, respectively, in the certificates of the officers of AT&T and TCI dated the date hereof, and have assumed that such statements and representations will be complete and accurate as of the Effective Time. We have also relied upon the accuracy of the Registration Statement of AT&T on Form S-4 (the AT&T Corp. March 9, 1999 Page 2 "Registration Statement"), the proxy statement of AT&T and the proxy statement of TCI/prospectus of AT&T (the "Proxy Statements/Prospectus") filed with the Securities and Exchange Commission in connection with the Merger. Any capitalized term used and not defined herein has the meaning given to it in such proxy statement of TCI/prospectus of AT&T. We have also assumed that (i) the transactions contemplated by the Agreement will be consummated in accordance therewith and as described in the Proxy Statements/Prospectus, (ii) the Merger will be reported by AT&T and TCI on their respective United States federal income tax returns in a manner consistent with the opinion set forth below, (iii) the Merger will qualify as a statutory merger under the applicable laws of the State of Delaware and (iv) Liberty Media Group Tracking Stock and TCI Ventures Group Tracking Stock is stock in TCI for United States federal income tax purposes. Based upon and subject to the foregoing, it is our opinion, under currently applicable United States federal income tax law, that: (i) the Merger should be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) each of AT&T, Subcorp and TCI should be a party to the reorganization within the meaning of Section 368(b) of the Code; (iii) no gain or loss should be recognized by TCI, AT&T or Subcorp as a result of the Merger; and (iv) no gain or loss should be recognized by a shareholder of TCI as a result of the Merger with respect to shares of TCI Common Stock converted solely into AT&T Common Stock or New Liberty Media Group Tracking Stock (except with respect to cash received by a TCI shareholder in lieu of fractional shares). This opinion may not be applicable to TCI shareholders who received their TCI Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. We are furnishing this opinion solely in connection with the transactions contemplated by the Agreement, and it is not to be relied upon, used, circulated, quoted or otherwise referred to for any other purpose or by any other party without our consent. -2- AT&T Corp. March 9, 1999 Page 3 We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references to us in the Proxy Statements/Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ Wachtell, Lipton, Rosen & Katz jjs/dlp -3- EX-8 3 TAX OPINION EXHIBIT 8.02 [LETTERHEAD OF BAKER & BOTTS, L.L.P.] March 9, 1999 Tele-Communications, Inc. Terrace Tower II 5619 DTC Parkway Englewood, CO 80111-3000 Ladies and Gentlemen: We have acted as counsel to Tele-Communications, Inc., a Delaware corporation ("TCI") in connection with the planned merger (the "Merger") into TCI of Italy Merger Corp., a Delaware corporation ("Merger Sub"), which is a newly formed and wholly-owned subsidiary of AT&T Corp., a New York Corporation ("AT&T"), pursuant to an Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, as amended, among AT&T, Merger Sub and TCI (the "Agreement"). Unless otherwise specified, capitalized terms shall have the meaning assigned to such terms in the Agreement.(1) In rendering this opinion, we have examined and are relying upon (without any independent investigation or review thereof) the truth and accuracy at all relevant times of the statements, covenants, and representations contained in (i) the Agreement, (ii) the amendment to the AT&T Charter, a form of which is included as Appendix B to the Proxy Statement (as defined below), which will be in effect on the Closing Date, (iii) the Joint Proxy Statement/Prospectus dated January 8, 1999 included in the Registration Statement on Form S-4 filed by AT&T with the Securities and Exchange Commission ("SEC") in connection with the Merger (the "Proxy Statement") and (iv) the officers' certificates dated as of the date hereof that were provided to us by AT&T and TCI and which are attached hereto as exhibits. In addition, we assume that the Merger will be consummated strictly in accordance with the Agreement and as described in the Proxy Statement. Any inaccuracy in any of the aforementioned statements, representations, and assumptions or breach of any of the aforementioned covenants could adversely affect our opinion. On the basis of and subject to the foregoing and subject to the limitations set forth below, it is our opinion that, under presently applicable U.S. federal income tax law: (i) The Merger should be treated for U.S. Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; - ------------------ (1) References contained in this letter to the Agreement include, unless the context otherwise requires, each document attached as an exhibit or annex thereto. (ii) Each of AT&T, Merger Sub and TCI should be a party to the reorganization within the meaning of Section 368(b) of the Code; (iii) No gain or loss should be recognized by TCI as a result of the Merger; and (iv) No gain or loss should be recognized by a shareholder of TCI as a result of the Merger with respect to shares of TCI common stock converted solely into Parent Common Shares or Parent Liberty Tracking Shares. Our opinion is based on our interpretation of the Code, applicable Treasury regulations, judicial authority, and administrative rulings and practice, all as of the date hereof. There can be no assurance that future legislative, judicial or administrative changes or interpretations will not adversely affect the accuracy of the conclusions set forth herein. We do not undertake to advise you as to any such future changes or interpretations unless we are specifically retained to do so. Our opinion will not be binding upon the Internal Revenue Service (the "Service"), and the Service will not be precluded from adopting a contrary position. No opinion is expressed as to any matter not specifically addressed above including, without limitation, the tax consequences of the Merger under any foreign, state, or local tax law. This opinion is delivered to you solely in connection with and for purposes of the transactions contemplated by the Agreement and is not to be relied upon by any other person, quoted in whole or in part, or otherwise referred to (except in a list of closing documents), nor is it to be provided to any other person without our prior written consent. Notwithstanding the foregoing sentence, we consent to the filing with the SEC of this letter as an exhibit to the Registration Statement of which the Proxy Statement is a part and to the reference to our firm under the heading "Material Federal Income Tax Consequences" and "Legal Matters" contained therein. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules of the SEC thereunder. Sincerely, /s/ Baker & Botts, LLP BAKER & BOTTS, L.L.P. Attachments -----END PRIVACY-ENHANCED MESSAGE-----