-----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, AY12qur8a2sDEm1NTyod6T2+QiO9gCRm8vnn2xD5LP6Cix6urCAMPArmk6PjZrLb js+pKq4pSeCjJSE5/YYZXw== 0000005907-96-000014.txt : 19960416 0000005907-96-000014.hdr.sgml : 19960416 ACCESSION NUMBER: 0000005907-96-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960412 SROS: BSE SROS: CSX SROS: NYSE SROS: PHLX SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVI PUBLISHING INC CENTRAL INDEX KEY: 0000910391 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411686038 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44479 FILM NUMBER: 96546662 BUSINESS ADDRESS: STREET 1: 7500 FLYING CLOUD DR STREET 2: STE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3739 BUSINESS PHONE: 6129966000 MAIL ADDRESS: STREET 1: 7500 FLYING CLOUD RD STREET 2: STE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3753 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: 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 SC 13D/A 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* IVI PUBLISHING, INC. (Name of Issuer) Common Stock, $.01 par value __________________________________ (Title of Class of Securities) 450707 10 4 ____________________________ (CUSIP Number) Marilyn J. Wasser, 32 Avenue of the Americas, New York, NY 10013-2412 (212-387-5400) _____________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box .... Check the following box if a fee is being paid with the statement .... (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 2 SCHEDULE 13D/A CUSIP No. 450707 10 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON AT&T Corp. 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 1,884,633** SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,884,633** WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,884,633** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 20% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT **SEE ITEM 5(a) 3 Item 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is Common Stock $.01 Par Value (the "Stock") of IVI Publishing Inc., a Minnesota corporation (the "Issuer"). The name and address of the principal executive offices of the Issuer are: IVI Publishing, Inc. 7500 Flying Cloud Drive Minneapolis, Minnesota 55344-3739 Item 2. IDENTITY AND BACKGROUND. (a), (b), (c) and (f). The name of the person filing this statement is AT&T Corp. ("AT&T"). AT&T is a New York corporation with its principal executive offices at 32 Avenue of the Americas, New York, New York 10013-2412. AT&T is a major participant in two industries: the global information movement and management industry and the financial services and leasing industry. The attached Schedule I is a list of the executive officers and directors of AT&T which contains the following information with respect to each such person: name; business address; present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and citizenship. AT&T has no controlling person or corporation. (d), (e). During the last five years, neither AT&T nor, to the best of AT&T's knowledge, any person named on Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 4 Item 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION. As of the date hereof, AT&T beneficially owns the number of shares of Stock of the Issuer described below. Such shares are deemed to be beneficially owned by virtue of AT&T's acquisition of an option (the "Option") granting AT&T the immediate right to acquire beneficial ownership of such Stock. It is expected that the funds for the purchase of shares pursuant to any exercise of the Option will be obtained from AT&T's working capital. 1. An option to purchase up to that number of the shares of Stock of the Issuer (at an exercise price of $10 per share) which shall equal 20% of the issued and outstanding Stock of the issuer after taking into the account the exercise of the Option. AT&T acquired the Option in exchange for the various agreements and obligations of AT&T pursuant to the Anchor Brand Content Provider Agreement, dated October 30, 1995 (the "Content Agreement"), between AT&T and the Issuer. Item 4. PURPOSE OF THE TRANSACTION. The event that required the filing of this Schedule 13D was the effectiveness on April 1, 1996 of the Option as part of the Content Agreement pursuant to which the issuer will be providing content to be distributed through an AT&T online service. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) AT&T has acquired the Option which grants AT&T the immediate right to purchase that number of shares of Stock of the Issuer which shall equal 20% of the issued and outstanding Stock of the Issuer after taking into the account the exercise of the Option. Based upon 7,538,532 shares of Stock outstanding per the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, the estimated aggregate number of shares of the Stock beneficially owned by AT&T pursuant to the Option is 1,884,633. To the best of AT&T's knowledge, none of the persons listed on Schedule I hereto beneficially owns any shares of Stock of the Issuer. 5 (b) AT&T possesses the sole power to vote or direct the vote and to dispose of or direct the disposition of all of the shares of stock beneficially owned by it. The voting and dispositive power of the persons listed on Schedule I hereto is only that attributable generally to officers and directors of AT&T. (c) To the best of AT&T's knowledge there have been no transactions in the class of securities reported on that were effective during the past 60 days by AT&T or the persons listed on Schedule I hereto. (d) To the best of AT&T's knowledge, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth under Items 3 and 4 is incorporated herein by reference. Item 7. MATERIAL TO BE FILED AS EXHIBITS. None. 6 SCHEDULE I Each of the persons named below is a citizen of the United States of America, unless otherwise indicated. For each person whose principal employment is with AT&T, the principal business of their employer is described under Item 2 above. Principal Occupation or Employment; Business Address; and Principal Name Business of Employer Robert E. Allen Chairman and Chief Executive Officer, AT&T 32 Avenue of the Americas New York, NY 10013-2412 Harold W. Burlingame Senior Vice President - Human Resources, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Kenneth T. Derr Chairman and Chief Executive Officer of Chevron Corporation (Oil Company) 575 Market Street San Francisco, CA 94105 M. Kathryn Eickhoff President of Eickhoff Economics, Inc. (Economic Consultants) 510 LaGuardia Place, Suite 400 New York, NY 10012 Walter Y. Elisha Chairman and Chief Executive Officer of Springs Industries, Inc. (Textiles Manufacturing) 205 North White Street, P. O. Box 70 Fort Mill, SC 29715 Pier Carlo Falotti President AT&T International S.A. & (Citizen of Italy) AT&T Europe S.A./N.V. AT&T International S.A. 18, Avenue Louis Casai CH1209 Geneva Switzerland 7 Principal Occupation or Employment; Business Address; and Principal Name Business of Employer Belton K. Johnson Former Owner of Chaparrosa Ranch 100 West Houston Street Suite 1100 San Antonio, TX 78205 Ralph S. Larsen Chairman and Chief Executive Officer Johnson and Johnson (Pharmaceuticals) 1 Johnson and Johnson Plaza New Brunswick, NJ 08933 Marilyn Laurie Executive Vice President - Public Relations, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Alex J. Mandl President and Operating Vice President 295 North Maple Avenue Basking Ridge, NJ 07920 Gail J. McGovern Executive Vice President 55 Corporate Drive Bridgewater, NJ 08807 Donald F. McHenry President of IRC Group, Inc. (Consultants) Georgetown University School of Foreign Service ICC 301 Washington, DC 20057 R. W. Miller Senior Executive Vice President and Chief Financial Officer 295 North Maple Avenue Basking Ridge, NJ 07920 8 Principal Occupation or Employment; Business Address; and Principal Name Business Employer Joseph P. Nacchio Executive Vice President 295 North Maple Avenue Basking Ridge, NJ 07920 John C. Petrillo Executive Vice President 295 North Maple Avenue Basking Ridge, NJ 07920 Ronald J. Ponder Executive Vice President 295 North Maple Avenue Basking Ridge, NJ 07920 Michael I. Sovern President Emeritus & Chancellor Kent Professor of Law at Columbia University 435 W. 116th Street, Box B20 New York, NY 10027 Joseph D. Williams Chairman of the Executive Committee Warner-Lambert Co. (Pharmaceuticals, Health Care and Consumer Products) 182 Tabor Road Morris Plains, NJ 07950 Thomas H. Wyman Chairman, S. G. Warburg & Co. Inc. (Investment Banking, Food Industries) 277 Park Avenue New York, NY 10172 John D. Zeglis Senior Executive Vice President - Policy Development and Operations Support 295 North Maple Avenue Basking Ridge, NJ 07920 9 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. Date: April 12, 1996 AT&T Corp. By: Marilyn J. Wasser Corporate Vice President - Law and Secretary -----END PRIVACY-ENHANCED MESSAGE-----