-----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, R8wuibmuVdeNdX2jL7aLfNogNsiv7qJjCZSK4xdt1KO8xKaoIBDCPihPje2tRGxW dKlu3mEkZBrOBA/VdUs2HQ== 0000940180-00-000030.txt : 20000919 0000940180-00-000030.hdr.sgml : 20000919 ACCESSION NUMBER: 0000940180-00-000030 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000114 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: POS EX SEC ACT: SEC FILE NUMBER: 333-89915 FILM NUMBER: 508210 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 POS AM 1 POST-EFFECTIVE AMENDMENT ON S-8 TO S-4 As filed with the Securities and Exchange Commission on January 14, 2000 Registration No. 333-89915-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 on FORM S-8 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 13-4924710 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) ----------------------------- 32 Avenue of the Americas, New York, New York 10013-2412 (Address of Principal Executive Offices) (Zip Code) The Associated Group, Inc. Amended and Restated 1994 Stock Option and Incentive Award Plan (Full title of the plan) ----------------------------- Marilyn J. Wasser, Esq. Vice President-Law and Secretary AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 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 maximum Proposed maximum Amount to be offering price per aggregate offering Amount of Title of securities to be registered registered (1) share price registration fee - - - - - - - - --------------------------------------------------------------------------------------------------------------------------- Class A Liberty Media Group Stock, par value 4,080,000 shares N/A N/A (2) $1.00 per share - - - - - - - - ---------------------------------------------------------------------------------------------------------------------------
* Filed as a Post-Effective Amendment on Form S-8 to such Registration Statement pursuant to the procedure described herein. See "Introductory Statement." (1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall be deemed to cover an indeterminable number of additional shares that may become issuable pursuant to the equitable adjustment provisions of the plan listed above. (2) Not applicable. All filing fees payable in connection with the registration of these securities were paid in connection with the filing with the Securities and Exchange Commission (the "Commission") of (a) the preliminary proxy materials on Schedule 14A of The Associated Group, Inc. on October 8, 1999 and (b) the Registration Statement on Form S-4 of AT&T (File No. 333- 89915) on October 29, 1999 (the "S-4"). ================================================================================ INTRODUCTORY STATEMENT AT&T hereby amends the S-4 by filing this Post Effective Amendment No. 1 on Form S-8 relating to up to 4,080,000 shares of Class A Liberty Media Group common stock, par value $1.00 per share, of AT&T ("Class A Liberty Stock") issuable by AT&T upon the exercise of options with respect to Class A Liberty Stock under The Associated Group, Inc. Amended and Restated 1994 Stock Option and Incentive Award Plan (the "Plan"). All such shares of Class A Liberty Stock were originally registered pursuant to the S-4. On January 14, 2000, A-Group Merger Corp., a Delaware corporation and a wholly owned subsidiary of AT&T ("Merger Sub"), merged (the "Merger") with and into The Associated Group, Inc., a Delaware corporation ("Associated Group"), pursuant to the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 28, 1999, among AT&T, Merger Sub, Liberty Media Corporation and Associated Group. When the Merger was consummated (the "Effective Time"), among other things, stock options (the "Options") granted under the Plan to purchase 2,000,000 shares of Common Stock, Class B, par value $.10 per share, of Associated Group ("Associated Group Class B Stock") with respect to which valid Rollover Elections (as defined in the Merger Agreement) were made by the Option holders were assumed by AT&T and converted to options to purchase that number of shares of Class A Liberty Stock determined by multiplying the number of shares of Associated Group Class B Stock subject to such Options immediately prior to the Effective Time by 2.04. The designation of this Post-Effective Amendment as Registration No. 333-89915-1 denotes that this Post-Effective Amendment relates only to the up to 4,080,000 shares of Class A Liberty Stock issuable upon exercise of the Options and that this is the first Post-Effective Amendment to the S-4. II-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents previously filed by AT&T with the Commission pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange Act") are incorporated herein by reference: (a) AT&T's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as amended on Form 10-K/A on March 23, 1999 and July 12, 1999; (b) AT&T's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999, and September 30, 1999; (c) AT&T's Current Reports on Form 8-K dated January 8, 1999, January 25, 1999, March 9, 1999, March 19, 1999, April 22, 1999, May 3, 1999, September 2, 1999, October 29, 1999, November 16, 1999, December 6, 1999 and January 6, 2000; and (d) the description of the Class A Liberty Stock contained in AT&T's Registration Statement on Form 8-A dated March 3, 1999. All documents subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of Class A Liberty A Stock registered by the S-4 was passed upon for AT&T by Robert S. Feit, Esq., General Attorney and Assistant Secretary of AT&T. As of January 4, 2000, Mr. Feit owned 5,035 shares of AT&T common stock and held options to purchase an additional 33,750 shares of AT&T common stock. Item 6. Indemnification of Directors and Officers. Previously filed. (See Item 20 of the S-4). Item 7. Exemption from Registration Claimed. Not applicable. II-2 Item 8. Exhibits. See Exhibit Index. Item 9. 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; (ii) to reflect in the prospectus any facts or events arising after the effective date of the 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; and (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 clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, 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; and (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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement 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. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-3 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 14th day of January, 2000. 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 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* Vice President, Controller and Chief Financial Officer Directors: ---------- C. Michael Armstrong* Kenneth T. Derr* M. Kathryn Eickhoff* Walter Y. Elisha* George M.C. Fisher* Donald V. Fites* Amos B. Hostetter, Jr.* Ralph S. Larsen* John C. Malone* 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) January 14, 2000 II-4 EXHIBIT INDEX
Exhibit No. Document Description Page No. - - - - - - - - ----------- -------------------- -------- 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 Ernst & Young LLP.* 23.04 Consent of KPMG Cardenas Dosal, S.C.* 23.05 Consent of KPMG LLP.* 23.06 Consent of KPMG LLP.* 23.07 Consent of Arthur Andersen LLP.* 24.01 Powers of attorney.* 99.02 The Associated Group, Inc. Amended and Restated 1994 Stock Option and Incentive Award Plan.
* Previously filed as Exhibits to the S-4 II-5 EX-99.2 2 1994 STOCK OPTION & INCENTIVE AWARD PLAN EXHIBIT 99.02 THE ASSOCIATED GROUP, INC. AMENDED AND RESTATED 1994 STOCK OPTION AND INCENTIVE AWARD PLAN (As of January 14, 2000) 1. Purpose. -------- The purpose of this Amended and Restated 1994 Stock Option and Incentive Award Plan (the "Plan"), which amends and restates and supersedes in its entirety the Prior Plan (as defined below), is to implement the provisions of the Amended and Restated Agreement and Plan of Merger dated as of October 28, 1999 (the "Merger Agreement"), by and among AT&T Corp., a New York corporation ("AT&T"), A-Group Merger Corp., a Delaware corporation and a wholly owned subsidiary of AT&T ("Merger Sub"), Liberty Media Corporation, a Delaware corporation ("Liberty"), and The Associated Group, Inc., a Delaware corporation ("AGRP"), with respect to the conversion of AGRP Options (as defined below) into Options (as defined below). Pursuant to the Merger Agreement, at the effective time of the Merger (such date and time, the "Effective Time"), Merger Sub was merged with and into AGRP, with AGRP surviving the Merger as a wholly owned subsidiary of AT&T (the "Merger"). At the Effective Time, (i) each share of common stock of AGRP outstanding immediately prior to the Effective Time was converted into (A) shares of Class A Liberty Media Group Stock, par value $1.00 per share, of AT&T ("Class A Liberty Group Stock") and (B) a fraction of a share of Common Stock, par value $1.00 per share, of AT&T, as set forth in the Merger Agreement, and (ii) each stock option to purchase shares of Common Stock, Class B, par value $.10 per share, of AGRP ("AGRP Stock") under the Prior Plan outstanding immediately prior to the Effective Time, to the extent a valid Rollover Election (as defined below) was made with respect to such option (prior to the Effective Time, such option with respect to the number of shares of AGRP Stock as to which a valid Rollover Election was made being referred to as an "AGRP Option") was assumed by AT&T and converted into a fully vested and exercisable option to purchase that number of shares of Class A Liberty Group Stock determined by multiplying the number of shares of AGRP Stock subject to such AGRP Option immediately prior to the Effective Time by 2.04, at an exercise price per share of Class A Liberty Group Stock equal to the exercise price per share of AGRP Stock subject to such AGRP Option immediately prior to the Effective Time divided by 2.04 (rounded down to the nearest whole cent). Each AGRP Option so assumed by AT&T and converted into an option to purchase shares of Class A Liberty Group Stock, after giving effect to such assumption and conversion, is referred to herein as an "Option." The Merger Agreement further provides that if the foregoing calculation as to the number of shares of Class A Liberty Group Stock for which an Option is exercisable results in an Option being exercisable for a fraction of a share of Class A Liberty Group Stock, then the number of shares of Class A Liberty Group Stock subject to such Option shall be rounded up to the nearest whole number of shares. Each Option shall be subject to the terms and conditions set forth in the Plan, including (and notwithstanding the third sentence of Section 2.3(b) of the Merger Agreement) any such terms and conditions which are not set forth in, or are inconsistent with, the Prior Plan. AT&T assumed options with respect to no more than two million Shares of AGRP Stock. 2. Definitions. The following terms, as used herein, shall have the following meanings: (a) "AGRP" shall have the meaning set forth in Section 1 hereof. (b) "AGRP Option" shall have the meaning set forth in Section 1 hereof. (c) "AGRP Stock" shall have the meaning set forth in Section 1 hereof. (d) "Award" shall mean an Option. (e) "Award Agreement" shall mean the written agree ment between AGRP and a Participant with respect to an AGRP Option entered into at or after the time of grant of an AGRP Option, which, from and after the Effective Time, shall be deemed to evidence an Award and shall be 2 subject to the terms and conditions of the Plan. (f) "Board" shall mean the Board of Directors of AT&T. (g) "Class A Liberty Group Stock" shall have the meaning set forth in Section 1 hereof. (h) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. (i) "Committee" shall mean the Compensation Committee or other committee of the Board comprised of non-employee directors of AT&T which administers the Plan. (j) "Effective Time" shall have the meaning set forth in Section 1 hereof. (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (l) "Expiration Date" shall have the meaning set forth in Section 6(e) hereof. (m) "Fair Market Value" per share of Stock as of a particular date shall mean (i) the closing sale price per share of Stock as of 4:00 p.m. eastern standard time on such date, or if such date is not a trading day, on the next preceding trading day, (A) on the national securities exchange on which the Stock is principally traded, or (B) if the Stock is not then traded on a national securities exchange, on the NNM, or (ii) if the Stock is not then traded on a national securities exchange and sales of the Stock are not then reported on the NNM, but the Stock is then quoted on an over-the-counter market other than the NNM, the average of the closing per share bid and asked prices for the Stock in such over-the-counter market on such date, or if such date is not a trading day, on the next preceding trading day, or (iii) if the shares of Stock are not then traded on a national securities exchange, sales of the Stock are not then reported on the NNM and the Stock is not then quoted on an over-the-counter mar- 3 ket other than the NNM, such value as the Committee, in its sole discretion, shall determine. (n) "NNM" shall mean the Nasdaq National Market. (o) "Option" shall have the meaning set forth in Section 1 hereof. (p) "Participant" shall mean a holder of an Option. (q) "Plan" shall have the meaning set forth in Section 1 hereof. (r) "Prior Plan" shall mean The Associated Group, Inc. Amended and Restated 1994 Stock Option and Incentive Award Plan as in effect immediately prior to the Effective Time. (s) "Rollover Election" shall have the meaning set forth in Section 3.7 of the Merger Agreement. (t) "Stock" shall mean shares of Class A Liberty Group Stock, or other securities for which an Option becomes exercisable as a result of an equitable adjustment pursuant to the Plan. 3. Administration. --------------- The Plan shall be administered by the Committee. The Committee shall have the authority, in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in connection with the administra tion of the Plan. 4. Eligibility. ------------ Only Participants shall be eligible to participate in the Plan. 5. Stock Subject to the Plan; Limitation on Grants. ------------------------------------------------ The maximum number of shares of Stock reserved for issuance pursuant to the Plan shall be 4,080,000, 4 subject to equitable adjustment as provided herein. Such shares of Stock may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by AT&T in the open market, in private transactions or otherwise. If any shares of Stock subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Participant, the shares of Stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, not be available for Awards under the Plan. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock issued or issuable in respect of outstanding Awards, and (iii) the exercise price, grant price, or purchase price relating to any Award. 6. Terms of Stock Options. ----------------------- Each Option is evidenced by an Award Agreement, which Award Agreement shall be subject to the following terms and conditions and the other provisions of the Plan. In the event of any conflict or inconsistency between the terms of an Award Agreement and the terms of the Plan, the terms of the Plan shall control. (a) Number of Shares. The number of shares of Stock to which an Option ----------------- relates shall be the number of shares of AGRP Stock subject to the applicable AGRP Option immediately prior to the Effective Time, multiplied by 2.04 (with any fraction of a share of Class A Liberty Group Stock resulting from such calculation being rounded up to the nearest whole share). The number of shares of Stock to which an Option relates shall be subject to adjustment as provided in Section 5 hereof. (b) Type of Option. Each Option constitutes an option that does not --------------- qualify as an "incentive stock option" under Section 422(b) of the Code. (c) Option Price. The Option price per share of Stock subject to an Option -------------- shall be the price set forth in Section 1 of the Award Agreement with respect to such Option, divided by 2.04, rounded down to the nearest whole cent. The Option price shall be subject to adjustment as provided in Section 5 hereof. (d) Method and Time of Payment. The Option price shall be paid in full, at ---------------------------- the time of exercise, in cash (including cash received from AGRP as compensation or cash borrowed from AGRP), in shares of Stock having a Fair Market Value equal to such Option price, in a combination of cash and Stock or, in the sole discretion of the Committee, through a cashless exercise procedure. (e) Term and Exercisability of Options. Notwithstanding any provision of ------------------------------------ any Award Agreement to the contrary, each Option shall be and remain exercisable with respect to all of the shares of Stock subject thereto until the close of business on the original expiration date set forth in the related Award Agreement (as to any Option, the "Expiration Date"). In no event will an Option continue to be exercisable after the Expiration Date. An Option may be exercised, as to any or all shares of Stock subject thereto by written notice delivered in person or by mail to Liberty Media Corporation, 9197 South Peoria Street, Englewood, CO 80112, Attn: Controller, specifying the number of shares of Stock with respect to which the Option is being exercised, together with payment in full of the Option price in accordance with Section 6(d) hereof. For purposes of the preceding sentence, the date of exercise will be deemed to be the date upon which Liberty Media Corporation receives both the notification and the payment. (f) Exercise for Cash in Lieu of Stock. Notwithstanding any other ------------------------------------ provision of the Plan or any provision of an Award Agreement, in the event of a change in applicable law that makes the issuance of shares of 6 Class A Liberty Group Stock upon exercise of an Option taxable to AT&T or any member of its consolidated group for United States federal income tax purposes, such Option will be exercisable upon payment of the applicable exercise price solely for an amount in cash equal to the then Fair Market Value of such shares of Class A Liberty Group Stock which would otherwise have been issuable upon such exercise. 7. General Provisions. ------------------- (a) Compliance with Legal Requirements. The Plan and the exercise of ----------------------------------- Awards, and the other obligations of AT&T under the Plan and any Award Agreement or other agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. AT&T, in its discretion, may postpone the issuance or delivery of Stock under any Award as AT&T may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock, in order to comply with applicable laws, rules and regulations. (b) Nontransferability. Awards shall not be transferable other than ------------------- transfers by the holder of an Award (i) to his or her family members (to the extent permitted by Rule 16b-3 under the Exchange Act), (ii) by will or the laws of descent and distribution, (iii) if then permitted by Rule 16b-3 under the Exchange Act, pursuant to a qualified domestic relations order as defined under the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, or (iv) for charitable or estate or tax planning purposes (provided such transfer does not constitute a "transfer for value" within the meaning of the General Instructions to Form S-8), and shall be exercisable during the lifetime of a Participant only by such Participant, his guardian, legal representative or any transferee referred to in clauses (i) through (iv) above. (c) No Right To Continued Employment. Nothing in the Plan or in any Award --------------------------------- Agreement or other agreement entered into pursuant hereto shall confer upon any Participant the right to continue in the employ of AGRP 7 or to be entitled to any remuneration or benefits not set forth in the Plan or such Award Agreement or other agreement or to interfere with or limit in any way the right of AGRP to terminate such Participant's employment. (d) Withholding Taxes. Where a Participant or other person is entitled to ------------------ receive shares of Stock pursuant to the exercise of an Option or is otherwise entitled to receive shares of Stock or cash pursuant to an Award hereunder, AT&T shall have the right to require the Participant or such other person to pay to AT&T the amount of any taxes which AT&T may be required to withhold before delivery to such Participant or other person of cash or a certificate or certificates repre senting such shares. Unless otherwise prohibited by the Committee or by applicable law, a Participant may satisfy any such withholding tax obligation by any of the following methods, or by a combination of such methods: (a) tendering a cash payment; (b) authorizing AT&T to withhold from the shares of Stock or cash otherwise payable to such Participant (1) such shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation or (2) cash in an amount less than or equal to the amount of the total withholding tax obligation; or (c) delivering to AT&T previously acquired shares of Stock (none of which shares may be subject to any claim, lien, security interest, community property right or other right of spouses or present or former family members, pledge, option, voting agreement or other restriction or encumbrance of any nature whatsoever) having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation. A Participant's election to pay his or her withholding tax obligation (in whole or in part) by the method described in (b)(1) above is irrevocable once it is made, may be disapproved by the Committee and, if made by any director, officer or other person who is subject to Section 16(b) of the Exchange Act with respect to the Stock, must be made not less than six months prior to the date such Participant's withholding tax obligation arises. 8 (e) Amendment and Termination of the Plan. The Board or the Committee may -------------------------------------- at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided that, no such action shall affect adversely any of the rights of any Participant, without such Participant's consent, under any Award. The Plan will automatically terminate on December 31, 2004. If the Plan terminates, any unexercised Option shall continue to be exercisable in accordance with its terms and the terms of the Plan in effect immediately prior to such termination. (f) Participant Rights. A Participant or a transferee of an Award shall ------------------- have no rights as a Stockholder with respect to any shares of Stock covered by any Award until the date of the issuance of a Stock certificate to him for such shares. (g) No Fractional Shares. As contemplated by Section 1 of the Plan, no --------------------- fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. (h) Governing Law. The Plan and all determinations made and actions taken -------------- pursuant hereto shall be governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof. (i) Effective Date. In accordance with Section 10(e) of the Prior Plan, --------------- the Plan was authorized and approved by an Action by Unanimous Written Consent of the committee of the board of directors of AGRP administering the Prior Plan, and, pursuant thereto, became effective at the Effective Time. (j) Beneficiary. A Participant may file with the Committee a written ------------ designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant's estate shall be deemed to be the grantee's beneficiary. 9 -----END PRIVACY-ENHANCED MESSAGE-----