SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 9, 2001
AT&T CORP.
(Exact Name of Registrant as Specified in Charter)
New York
(State or Other Jurisdiction of Incorporation)
1-1105 13-4924710
(Commission File Number) (IRS Employer Identification No.)
32 Avenue of the Americas 10013-2412
New York, New York
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 387-5400
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 9, 2001, AT&T Corp. ("AT&T") split off AT&T Wireless Services,
Inc. ("AT&T Wireless") from AT&T. The split-off was effected by redeeming all of
the outstanding shares of AT&T Wireless Group tracking stock in exchange for
shares of common stock of AT&T Wireless and distributing shares of AT&T Wireless
common stock to holders of AT&T common stock. AT&T retained approximately $3
billion worth of common stock of AT&T Wireless (the "Retained Shares"), or
approximately 7.3 percent. The holders of AT&T Wireless Group tracking stock
received one share of AT&T Wireless common stock in exchange for each share of
AT&T Wireless Group tracking stock held and the holders of AT&T common stock
received .3218 of a share of AT&T Wireless common stock for each share of AT&T
common stock held. The record date for holders of AT&T common stock to
participate in this distribution was June 22, 2001.
On July 11, 2001, AT&T completed a transaction in which it exchanged
approximately 94.5 million of the Retained Shares for approximately $1.6 billion
of AT&T's own debt.
ITEM 5. OTHER EVENTS.
On June 18, 2001, AT&T announced that the split-off of Liberty Media
Corporation ("Liberty Media"), which owns all of the assets attributed to the
Liberty Media Group, will occur on August 10, 2001. The split-off of Liberty
Media will be effected through the redemption of each outstanding share of AT&T
Class A and Class B Liberty Media tracking stock for one share of Liberty
Media's Series A and Series B common stock, respectively. In the redemption,
shares of Liberty Media's common stock will be issued only to former
holders of Liberty Media Group tracking stock in exchange for their shares of
Liberty Media Group tracking stock.
AT&T also reported certain changes to the composition of the AT&T
Board of Directors (the "AT&T Board") since AT&T's annual shareholder meeting
held on May 23, 2001. On June 20, 2001, the following two individuals were
elected to the AT&T Board: J. Michael Cook and Shirley A. Jackson. On
July 9, 2001, in connection with the split-off of AT&T Wireless from AT&T,
the following five individuals resigned from the AT&T Board: John D. Zeglis,
Walter Y. Elisha, Donald V. Fites, Ralph S. Larsen and Nobuharu Ono. In
addition, on July 10, 2001, Dr. John C. Malone resigned from the AT&T Board.
As a result of these changes, the AT&T Board currently consists of the
following 11 members: C. Michael Armstrong, J. Michael Cook, Kenneth T. Derr,
M. Kathryn Eickhoff, George M. C. Fisher, Amos B. Hostetter, Jr., Shirley A.
Jackson, Donald F. McHenry, Louis A. Simpson, Michael I. Sovern and
Sanford I. Weill.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION
Pursuant to paragraph (b)(1) of Item 7 of Form 8-K, AT&T is furnishing
pro forma financial information in Exhibit 99.1.
(c) EXHIBITS
Exhibit 99.1 AT&T Corp. unaudited condensed combined pro forma
financial statements at and for the three months ended
March 31, 2001 and unaudited condensed combined
pro forma statements of income for the years ended
December 31, 2000, December 31, 1999 and December 31,
1998, and the notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: July 23, 2001 AT&T CORP.
(Registrant)
By: /s/ Robert S. Feit
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Name: Robert S. Feit
Title: General Attorney and
Assistant Secretary