-----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, S7B13A2+o2Pfewi2Vo9LB70BLPK3gbL9wlwNnoVvHggcdTW5ji5VBAlku7QjTnbc 5jZ5mBfPGFQswx4vy680Kw== 0000940180-00-000031.txt : 20000919 0000940180-00-000031.hdr.sgml : 20000919 ACCESSION NUMBER: 0000940180-00-000031 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 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: 508213 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 TO S-4 As filed with the Securities and Exchange Commission on January 14, 2000 Registration No. 333-89915-2 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 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 or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification No.) incorporation or organization) Classification Code Number)
------------------------ 32 Avenue of the Americas, New York, New York 10013-2412 (Address, including zip code and telephone number, including area code, of 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 07920 (908) 221-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications to: David M. Silk, Esq. Elizabeth M. Markowski, Esq. Kent Coit, Esq. Wachtell, Lipton, Rosen & Katz Baker Botts, L.L.P. Skadden, Arps, Slate, Meagher & Flom LLP 51 West 52nd Street 599 Lexington Avenue One Beacon Street New York, New York 10019 New York, New York 10022 Boston, Massachusetts 02108 (212) 403-1000 (212) 705-5000 (617) 573-4800
------------------------ Approximate date of commencement of proposed sale to the public: as promptly as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is complieance with General Instruction G, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| ================================================================================ Item 21. Exhibits and Financial Statement Schedules. (a) The following exhibits are filed herewith or incorporated herein by reference: Exhibit No. Document Description - - - - - - - - ----------- -------------------- 2.01 Amended and Restated Agreement and Plan of Merger, dated as of October 28, 1999, by and among the Registrant, A-Group Merger Corp., Liberty Media Corporation ("Liberty") and The Associated Group, Inc. ("Associated Group") (included as Appendix A to the Proxy Statement/Prospectus). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.* 2.02 Voting Agreement, dated as of May 28, 1999, among the Registrant, Liberty and certain stockholders of Associated Group (incorporated by reference to Exhibit 10.1 to the Current Report on Schedule 13D filed by Liberty on June 10, 1999 with respect to Associated Group).* 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 Baker & Botts, L.L.P. as to certain U.S. federal income tax matters. 8.02 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 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 Salomon Smith Barney Inc. (included in Appendix B to the Proxy Statement/Prospectus).* 23.03 Consent of PricewaterhouseCoopers LLP.* 23.04 Consent of Ernst & Young LLP.* 23.05 Consent of KPMG Cardenas Dosal, S.C.* 23.06 Consent of KPMG LLP.* 23.07 Consent of KPMG LLP.* 23.08 Consent of Arthur Andersen LLP.* 23.09 Consent of Baker and Botts, L.L.P. (included in Exhibit 8.01). 23.10 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.02). 24.01 Powers of attorney.* 99.01 Form of Proxy Cards to be used in connection with the Special Meeting of Stockholders of Associated Group.* - - - - - - - - ----------------------- * Previously filed. II-1 Signatures Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 January 14, 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-2 EXHIBIT INDEX
Exhibit No. Document Description Page No. - - - - - - - - ----------- -------------------- -------- 2.01 Amended and Restated Agreement and Plan of Merger, dated as of October 28, 1999, by and among the Registrant, A-Group Merger Corp., Liberty Media Corporation ("Liberty") and The Associated Group, Inc. ("Associated Group") (included as Appendix A to the Proxy Statement/Prospectus). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.* 2.02 Voting Agreement, dated as of May 28, 1999, among the Registrant, Liberty and certain stockholders of Associated Group (incorporated by reference to Exhibit 10.1 to the Current Report on Schedule 13D filed by Liberty on June 10, 1999 with respect to Associated Group).* 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 Baker & Botts, L.L.P. as to certain U.S. federal income tax matters. 8.02 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 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 Salomon Smith Barney Inc. (included in Appendix B to the Proxy Statement/Prospectus).* 23.03 Consent of PricewaterhouseCoopers LLP.* 23.04 Consent of Ernst & Young LLP.* 23.05 Consent of KPMG Cardenas Dosal, S.C.* 23.06 Consent of KPMG LLP.* 23.07 Consent of KPMG LLP.* 23.08 Consent of Arthur Andersen LLP.* 23.09 Consent of Baker and Botts, L.L.P. (included in Exhibit 8.01). 23.10 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.02). 24.01 Powers of attorney.* 99.01 Form of Proxy Cards to be used in connection with the Special Meeting of Stockholders of Associated Group.*
- - - - - - - - ----------------------- * Previously filed. II-3 EX-8.1 2 OPINION OF BAKER & BOTTS EXHIBIT 8.01 [LETTERHEAD OF BAKER BOTTS L.L.P.] January 14, 2000 AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Ladies and Gentlemen: Reference is made to the planned merger (the "Merger") of A-Group Merger Corp., a Delaware corporation ("Merger Sub"), which is a wholly-owned subsidiary of AT&T Corp., a New York corporation ("AT&T"), with and into The Associated Group, Inc., a Delaware corporation ("AGI"), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 1999, among AT&T, Merger Sub, Liberty Media Corporation, a Delaware corporation ("Liberty"), and AGI (the "Agreement") and to the subsequent conversion of AGI to a limited liability company under the laws of the State of Delaware (the "LLC Conversion") pursuant to the Agreement. Unless otherwise specified, capitalized terms shall have the meaning assigned to such terms in the Agreement. References contained in this letter to the Agreement include, unless the context otherwise requires, each document attached as an exhibit or annex thereto. 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 Proxy Statement/Prospectus dated October 29, 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 (iii) the officers' certificates dated as of the date hereof that were provided to us by AT&T, Merger Sub, Liberty, and AGI and which are attached hereto as exhibits. In addition, we assume that the Merger and the LLC Conversion 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 and the LLC Conversion should be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) Each of AT&T and AGI should be a party to the reorganization within the meaning of Section 368(b) of the Code; 2 January 13, 2000 (iii) No gain or loss should be recognized by AT&T or any member of its consolidated group as a result of the Merger and the issuance of shares of Parent Common Stock and Class A Liberty Group Stock in connection therewith; and (iv) No gain or loss should be recognized by the Company as a result of the Merger. 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 and the LLC Conversion 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, except for Liberty, 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, except for Liberty, without our prior written consent. Notwithstanding the foregoing sentence, we consent to the filing with the SEC of this letter as an exhibit to a post-effective amendment to the Registration Statement of which the Proxy Statement is a part and to the references therein to our firm name. 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, BAKER BOTTS L.L.P. Attachments EX-8.2 3 OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM EXHIBIT 8.02 [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] January 14, 2000 The Associated Group, Inc. Three Bala Plaza East Suite 502 Bala Cynwyd, PA 19004 Re: AT&T Corp. Merger ----------------- Ladies and Gentlemen: We have acted as special U.S. federal income tax counsel to The Associated Group, Inc., a Delaware corporation ("Company"), in connection with the contemplated merger (the "Merger") of A-Group Merger Corp., a Delaware corporation ("Sub") and a wholly-owned subsidiary of AT&T Corp., a New York corporation ("Parent"), with and into Company, with Company surviving as a wholly-owned subsidiary of Parent, pursuant to the Agreement and Plan of Merger, dated as of May 28, 1999 and amended as of October 28, 1999, among Parent, Sub, Liberty Media Corporation, a Delaware corporation ("Liberty"), and Company (as amended, the "Merger Agreement"), and the subsequent conversion of Company to a limited liability company under the laws of the State of Delaware (the "LLC Conversion") pursuant to the Merger Agreement. At your request, and pursuant to Section 8.4(h) of the Merger Agreement, we are rendering our opinion concerning certain United States federal income tax consequences of the Merger and LLC Conversion. Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Merger Agreement. In connection with our opinion, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of (i) the Merger Agreement, (ii) the Proxy Statement/Prospectus dated October 29, 1999 included in the Registration Statement on Form S-4 filed by Parent with the Securities and Exchange Commission (the "SEC") in connection with the Merger (the "Proxy Statement"), and (iii) such other documents, certificates and records as we have deemed necessary or The Associated Group, Inc. January 14, 2000 Page 2 appropriate as a basis for the opinion set forth below. We have assumed that the Merger and the LLC Conversion will be consummated strictly in accordance with the Merger Agreement, Proxy Statement and such other documents, certificates and records and that all representations, warranties, covenants and other statements as to factual matters contained in the Merger Agreement, Proxy Statement or any such documents, certificates and records are true, correct and complete and will continue to be true, correct and complete through the Effective Time. In rendering our opinion, we have also relied upon statements, representations and covenants set forth in letters of representation, dated as of the date hereof, which Parent, Sub, Liberty and Company have provided to us (copies of which are attached hereto) and have assumed that such statements, representations and covenants are true, correct and complete and will continue to be true, correct and complete through the Effective Time, in each case without regard to any qualifications as to knowledge or belief. Any inaccuracy in any of the above- mentioned statements, representations, warranties or assumptions or breach of any of the aforementioned covenants could adversely affect our opinion. For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed (i) that the Merger will qualify as a statutory merger under the laws of the State of Delaware and that the LLC Conversion will be consummated pursuant to Section 266 of the DGCL and (ii) that the Merger and LLC Conversion will be reported by Parent and Company on their respective tax returns in a manner consistent with the opinion set forth below. In rendering our opinion, we have relied on the Code, Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (the "Service") and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in any of the authorities upon which our opinion is based could affect our conclusions. In addition, our opinion will not be binding on the Service or any court, and the Service The Associated Group, Inc. January 14, 2000 Page 3 or a court could adopt a position contrary to the conclusions we have reached in rendering our opinion. On the basis of and subject to the foregoing, we are of the opinion that for United States federal income tax purposes (i) the Merger and the LLC Conversion should be treated as a reorganization, qualifying under the provisions of Section 368(a) of the Code, (ii) each of Parent and Company should be a party to the reorganization within the meaning of Section 368(b) of the Code and (iii) no gain or loss should be recognized by a Stockholder of Company as a result of the Merger and the LLC Conversion with respect to the Company Stock converted solely into Parent Common Stock and Class A Liberty Group Stock in the Merger. This opinion may not be applicable to Stockholders of the Company who received their Company Stock pursuant to the exercise of employee stock options or otherwise as compensation. We express no opinion as to United States federal income tax consequences other than as set forth above or as to any state, local or foreign tax consequences. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes with respect to the matters stated or assumed herein or any subsequent changes in applicable law. This opinion is for your benefit only and is not to be relied upon, used, circulated, quoted or otherwise referred to for any purpose or by any other party without our express written consent. We hereby consent to the filing of this opinion with the SEC as a post-effective exhibit to the Proxy Statement and to the reference to our firm under the headings "The Proposed Merger -- Material U.S. Federal Income Tax Consequences" and "Legal Experts." 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, SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP -----END PRIVACY-ENHANCED MESSAGE-----