-----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, G5UBCjtOii1lKw1+0tJ22WKGt5PEqL7D2E/bDE7Zcm4O1LWzOQkY+6m/Eiud8lVp XgTzkORA1esUaLbbN/z44A== 0000944209-01-000023.txt : 20010123 0000944209-01-000023.hdr.sgml : 20010123 ACCESSION NUMBER: 0000944209-01-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010110 GROUP MEMBERS: DCM CAPITAL USA (UK) LIMITED GROUP MEMBERS: NIPPON TELEGRAPH & TELEPHONE CORP GROUP MEMBERS: NIPPON TELEGRAPH AND TELEPHONE CORP. GROUP MEMBERS: NTT DOCOMO, INC. SUBJECT COMPANY: 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 SEC ACT: SEC FILE NUMBER: 005-32542 FILM NUMBER: 1506104 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013-2412 BUSINESS PHONE: 9082214268 MAIL ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10012-2412 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIPPON TELEGRAPH & TELEPHONE CORP CENTRAL INDEX KEY: 0000769594 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 19-2 NISHI-SHINJUKU 3-CHOME STREET 2: SHINJUKU-KU CITY: TOKYO 163-19 JAPAN STATE: M0 ZIP: 00000 MAIL ADDRESS: STREET 1: C/O 101 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10178 SC 13D/A 1 0001.txt SCHEDULE 13D/A #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AT&T CORP. - -------------------------------------------------------------------------------- (Name of Issuer) WIRELESS GROUP COMMON STOCK, PAR VALUE $1.00 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 001957406 ----------------------------------------------- (CUSIP Number) Kiyoyuki Tsujimura Managing Director-Global Business Department NTT DoCoMo, Inc. Sanno Park Tower 11-1, Nagata-cho 2-chome Chiyoda-ku Tokyo 100-6150 Japan 011-81-3-5563-2200 with a copy to: Alison S. Ressler Sullivan & Cromwell 1888 Century Park East Los Angeles, CA 90067 (310) 712-6600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 5, 2001 --------------------------------------------------- (Date of Event which Requires Filing of this Statement) If a 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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-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 (S)240.13d-7 for other parties to whom copies are to be sent. *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 ("Act") 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). This Amendment No. 1 amends the Schedule 13D originally filed on January 8, 2001, the "Schedule 13D") by NTT DoCoMo, Inc. ("DoCoMo") and relates to the Wireless Group Common Stock, par value $1.00 per share of AT&T Corp. ("AT&T"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended by deleting the second paragraph thereof and replacing it with the following. The funds to be used to consummate the purchase of the New Tracking Stock and Warrants shall come from a loan of 1.2 trillion yen from various lenders as set forth in a loan commitment agreement, dated January 5, 2001. An English summary of the Japanese language loan commitment agreement is filed as an exhibit hereto and is incorporated by reference herein. Certain confidential portions have been omitted from the exhibit and are filed separately with the Securities and Exchange Commission. The aggregate purchase price payable by DoCoMo for the New Tracking Stock and Warrants (in each case as described in Items 5 and 6 below) is $9,811,079,720. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended by adding the following exhibit.
Exhibit No. Description - ----------- ----------- *5 Summary of the terms of the Loan Commitment Agreement, dated January 5, 2001, among NTT DoCoMo, Inc. and various lenders.
* Certain confidential portions of the summary are omitted pursuant to a request for confidential treatment and are separately filed with the Securities and Exchange Commission. 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. Dated: January 10, 2001 NTT DOCOMO, INC. By: /s/ Yoshinori Uda --------------------------- Name: Yoshinori Uda Title: Senior Executive Vice President 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. Dated: January 10, 2001 NIPPON TELEGRAPH AND TELEPHONE CORPORATION By: /s/ Kanji Koide -------------------------- Name: Kanji Koide Title: Senior Vice President 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. Dated: January 10, 2001 DCM CAPITAL USA (UK) LIMITED By: /s/ Masao Nakamura -------------------------- Name: Masao Nakamura Title: Chairman EXHIBIT INDEX -------------
Exhibit No. Description - ----------- ----------- *5 Summary of the terms of the Loan Commitment Agreement, dated January 5, 2001, among NTT DoCoMo, Inc. and various lenders.
* Certain confidential portions of the summary are omitted pursuant to a request for confidential treatment and are separately filed with the Securities and Exchange Commission. EX-5 2 0002.txt LOAN COMMITMENT AGREEMENT DATED JANUARY 5, 2001 EXHIBIT 5 This document is a fair and accurate English summary translation of a foreign language document. /s/ Yoshinori Uda ------------------------- Name: Yoshinori Uda Title: Senior Executive Vice President (Summary Translation) Loan Commitment Agreement dated January 5, 2001 Borrower: NTT DoCoMo, Inc. Lenders: The Bank of Tokyo-Mitsubishi, Ltd. The Industrial Bank of Japan, Limited The Dai-ichi Kangyo Bank, Limited The Fuji Bank, Limited The Sumitomo Bank, Limited Agent: The Bank of Tokyo-Mitsubishi, Ltd. Article 1 AT&T: AT&T Corp. (Definitions) AT&T Wireless: AT&T Wireless Services, Inc. Each Lender's Individual Commitment Line: (i) (Yen)24,000,000,000 up to and including January 11, 2001 and (ii) (Yen)240,000,000,000 thereafter Base Rate: (a) for a Loan in Japanese yen, an interest rate per annum equal to TIBOR (Tokyo Interbank Offered Rate) for Euroyen published by Federation of Bankers Association of Japan at or around 11:00 a.m., two Tokyo Business Days prior to the proposed date of the Loan, and (b) for a Loan in US dollars, an interest rate per annum equal to LIBOR for US dollars published by British Bankers Association at or around 11:00 a.m., two London Business Days prior to the proposed date of the Loan Commitment Period: from January 5, 2001 through December 28, 2001 Spread: (a) for a Loan in Japanese yen, *** per annum, and (b) for a Loan in US dollars, *** per annum Aggregate Commitment Line: (i) (Yen)120,000,000,000 up to and including January 11, 2001 and (ii) (Yen)1,200,000,000,000 thereafter Article 2 . Each Lender shall make a Loan or Loans of up (Rights and Obligations of to its Individual Commitment Line pursuant to Each Lender) Article 4 from time to time during the Commitment Period as long as the Borrower's request for a Loan satisfies the requirements set forth in this Agreement. . The obligation of each Lender to make Loans hereunder is several, and not joint. No Lender shall be responsible for obligations of any other Lenders to make Loans. . The proceeds from the Loans under this Agreement shall be used as bridging loans to finance the Borrower's investment in AT&T Wireless. Article 3 . The Borrower may provide the Agent with a (Request for Loans) notice of its request for a Loan from time to time during the Commitment Period. Each such notice must be received by the Agent no later than 4:00 p.m., three business days (and, in case of a Loan in excess of US$5 billion, five business days) prior to the proposed date of the Loan. Each such notice shall specify (a) the principal amount of the Loan *** Portions of this page have been omitted pursuant to a request for confidential treatment and are filed separately with the Securities and Exchange Commission. (which shall be (Yen)100 million or an integral multiple thereof, or US$1 million or an integral multiple thereof) and (b) the maturity of the Loan (which shall be one week, one month, two months, three months or six months from the proposed date of the Loan). . The Borrower may not revoke any such request without the written consent of all the Lenders. Article 4 Each Lender shall disburse to the Borrower an (Disbursement of Loans) amount equal to the amount of the Loan requested in the notice multiplied by the loan commitment ratio applicable to such Lender. Article 5 The obligation of each Lender to provide a Loan (Conditions Precedent to is subject to certain conditions precedent, Loans) including the following. All the conditions precedent shall have been satisfied as of the proposed date of each Loan. . For each Lender, an aggregate amount of outstanding Loans shall not exceed its Individual Commitment Line. . The Lender shall not have been relieved of its obligations under the force majeure provisions of Article 6. . This Agreement shall not have been terminated. . The representations and warranties of the Borrower set forth in Article 16 shall be true and correct. . No events of default set forth in Article 18 shall have occurred. . The Borrower shall have executed definitive agreements for investments in AT&T Wireless. Article 6 If the Agent or Lenders with the aggregate (Force Majeure) commitment ratio of 67% determines that a force majeure event has occurred and is continuing, the Lenders shall be relieved of their obligations to make Loans under this Agreement. The Borrower shall not be responsible for the commitment fee for the period of such suspension. Article 7 Interest shall be payable at a rate per annum (Interest) (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the Base Rate plus the Spread. Article 8 The Borrower shall pay to each Lender, every (Commitment Fee) three months in arrears, a commitment fee in Japanese yen. The amount of the commitment fee shall be equal to *** per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) on the average daily unused amount of the Lender's Individual Commitment Line over the relevant calculation period. Article 9 In the event of default in the payment of any (Default Interest) amount due and payable under this Agreement, the Borrower shall pay, upon demand of the Agent, default interest on the overdue amount at whichever is higher of: (i) 2% per annum plus the rate for each Lender's reasonable funding cost or (ii) 14% per annum. Article 10 Unless all the Lenders and the Agent agree in (Prepayment) writing, the Borrower may not prepay any Loan. The Borrower shall pay a prepayment penalty in the event of any such prepayment, if the interest rate for the Loan being prepaid exceeds a rate of return that the Lenders are reasonably expected to generate through investment of the amount being prepaid in the interbank money market. Article 11 Each Loan shall be due and payable upon the (Borrower's Payment maturity date of such Loan. If a request for a Obligations) new Loan is made for disbursement on the maturity date of the existing Loan, the payment shall be made as to any balance after deduction for the amount of the new Loan. Article 12 When the Agent receives from the Borrower any (Distribution to Each amount due under this Agreement, the Agent shall Lender) promptly remit to each Lender such portion of the amount so received that shall be attributable to the Lender. Article 13 . As a means to satisfy any amount due and (Set-off and Foreclosure payable by the Borrower to a Lender of Global Collateral) hereunder, the Lender may exercise the right of set-off against any claims under a deposit account or any other claims that the Borrower may have against the Lender. . If any global collateral (ne-tanpoken) has been separately created for the benefit of any Lender, *** Portions of this page have been omitted pursuant to a request for confidential treatment and are filed separately with the Securities and Exchange Commission. the Lender may foreclose on such collateral to satisfy any amount due and payable by the Borrower to the Lender hereunder. Article 14 . The Borrower shall bear and pay all out-of- (Expenses and Taxes) pocket expenses incurred by the Lenders and the Agent in connection with the enforcement of their claims or performance of their obligations hereunder, and any amendments or supplement to this Agreement (including attorneys' cost). . The Borrower shall bear and pay all stamp and similar taxes payable in connection with the preparation, execution, registration, performance, enforcement, amendment or supplement of this Agreement or any related documents. Article 15 In the event that (i) any change in applicable (Additional Costs) law or regulation or in the governmental interpretation or application thereof or (ii) any imposition of any reserve requirement or increase in the amount of any required reserve under such requirement, results in a significant increase in the costs to any Lender of making or maintaining the Loans under this Agreement, upon such Lender's request, the Lender, the Borrower and the Agent shall discuss whether the Borrower shall bear any such additional costs to the Lender. Article 16 The Borrower makes certain representations and (Borrower's Representa- warranties including the following as of the tions and Warranties) date of this Agreement and the date of each Loan. . The Borrower is a corporation duly organized and validly existing under the laws of Japan. . The Borrower has the corporate power and authority to execute and perform this Agreement. . The Borrower has authorized, through its internal procedures, the execution and performance of this Agreement. . The execution and performance of this Agreement by the Borrower will not violate any applicable law or regulation, the Borrower's articles of incorporation or any other internal regulation, or any contracts or agreements to which the Borrower or any of its assets is subject. . This Agreement constitutes valid and binding obligations of the Borrower enforceable in accordance with its terms. . The Borrower's Securities Report (yuka shoken hokoku sho) and certain other reports are accurate in light of accounting principles generally accepted in Japan and are proper in form. . There are no legal or administrative proceedings pending or threatened that could materially adversely affect the Borrower's performance of this Agreement. . There has been and would be no events of default set forth in Article 18. Article 17 Until performance of all obligations are made by (Borrower's Covenants) the Borrower under this Agreement, the Borrower agrees, among others: . To inform the Agent and the Lenders of the occurrence of any event of default; . To provide the Agent with a copy of the Borrower's Securities Reports and other reports, as well as any other information regarding the Borrower, its subsidiaries or affiliates upon request; . To inform the Agent and the Lenders of any material adverse change in the asset, management or business conditions of the Borrower, its subsidiaries or affiliates; . Not to create any security interest for the benefit of its other unsecured debt from Japanese lenders, without the prior consent of the Agent and all the Lenders, unless the same or certain similar security interest is created for the benefit of each Lender or unless certain other exception applies; . To comply with applicable laws and regulations, and to continue to conduct its business as it currently conducts; . To treat claims of the Lenders hereunder at least pari passu with all its other unsecured debt from Japanese lenders; and . Not to effect any merger, consolidation, compulsory share exchange, or sale or disposition of material business or assets, unless such transaction is not expected materially adversely to affect the performance by the Borrower of this Agreement. Article 18 The Borrower's obligations to the Lenders under (Events of Default) this Agreement shall become automatically due and payable either automatically or with the Agent's notice (with or without a grace period), as applicable: . If any proceeding is commenced against the Borrower seeking to adjudicate it a bankrupt or seeking for it corporate reorganization, rehabilitation or similar remedies; . If the Borrower's privilege to effect transactions on the commercial clearing house is suspended; . If any court order for attachment or provisional attachment is rendered for the benefit of any claims of a Lender against the Borrower; . If the Borrower is missing; . If the Borrower defaults in payment of any amounts payable to any Lender whether under this Agreement or otherwise; . If any representation or warranty set forth in Article 16 proves to have been incorrect; . If the Borrower breaches any covenant made in this Agreement; . If the Borrower defaults in payment with respect to its other indebtedness in excess of (Yen)5,000,000,000; or . If there is any material adverse effect on the Borrower's business or assets and there arises the necessity to protect Lenders' interest in the Loans. Article 19 The Agent shall exercise its power and authority (Agent) delegated under this Agreement for the benefit of all the Lenders. Article 20 This Agreement shall terminate automatically in (Termination) the event that (i) the commitment period expires, (ii) the Borrower provides a 10 business days' advance notice to the Agent, or (iii) the Borrower's obligations hereunder becomes due and payable under Article 18. Article 21 . A Lender may assign all or a portion of its (Miscellaneous) interests, rights and obligations under this Agreement to any third party with the consent of the Borrower and the Agent. . Jurisdiction: The Tokyo District Court . Governing law: Japanese law . Language: Japanese -----END PRIVACY-ENHANCED MESSAGE-----