-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, o7ovPTBsCGqQAFBr9outwpAWTJs2ek6pbbQyOgsNAsVwiSxR9wLSgO8JwYaIzmH1 9FSsqzX/FJPlzBxJaJqUNA== 0000005907-94-000039.txt : 19940829 0000005907-94-000039.hdr.sgml : 19940829 ACCESSION NUMBER: 0000005907-94-000039 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19930816 ITEM INFORMATION: Other events FILED AS OF DATE: 19940823 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01105 FILM NUMBER: 94545509 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 100132412 BUSINESS PHONE: 2126055500 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 8-K/A 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A#5 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 16, 1993 AT&T Corp. A New York Commission File I.R.S. Employer Corporation No. 1-1105 No. 13-4924710 32 Avenue of the Americas, New York, New York 10013-2412 Telephone Number (212) 387-5400 2 Form 8-K/A#5 AT&T Corp. August 16, 1993 Item 5. Other Events. On August 16, 1993, AT&T Corp. ("AT&T") and McCaw Cellular Communications, Inc. ("McCaw") entered into a definitive merger agreement (the "Merger Agreement"). The Merger Agreement provides for the merger of McCaw and a subsidiary of AT&T (the "Merger"), as a result of which McCaw will become a wholly owned subsidiary of AT&T. (See Item 5. Other Information in Part II of the registrant's Form 10-Q for the period ended June 30, 1993.) AT&T has the following effective registration statements on Form S-3 for continuous offerings under Rule 415 of the Securities Act of 1933: (1) Shareowner Dividend Reinvestment and Stock Purchase Plan (R.S. No. 33-49093); and (2) $2,600,000,000 Notes and Warrants (R.S. No. 33-49589) AT&T is filing the following information as required by Item 11(b)of Form S-3. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro Forma Financial Information. Page (1) Unaudited Pro Forma Combined Financial Statements 3 (2) Unaudited Pro Forma Combined Statement of Income for 4 the Six Months Ended June 30, 1994 (3) Unaudited Pro Forma Combined Statement of Income for 5 the Six Months Ended June 30, 1993 (4) Unaudited Pro Forma Combined Balance Sheet at June 6 30, 1994 (5) Notes to Unaudited Pro Forma Combined Financial 8 Statements 3 Form 8-K/A#5 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following Unaudited Pro Forma Combined Statements of Income and Balance Sheet give effect to the Merger on a pooling-of-interests basis of accounting. These Unaudited Pro Forma Combined Financial Statements have been prepared from the historical consolidated financial statements of AT&T and McCaw and should be read in conjunction therewith. This pro forma combined information is not necessarily indicative of actual or future operating results or financial position that would have occurred or will occur upon consummation of the Merger. The Unaudited Pro Forma Combined Balance Sheet gives effect to the Merger as if it had occurred on June 30, 1994, combining the balance sheets of AT&T and McCaw at June 30, 1994. The Unaudited Pro Forma Combined Statements of Income give effect to the Merger as if it had occurred at the beginning of each of the periods presented, combining the results of AT&T and McCaw for the six month periods ended June 30, 1994 and 1993. 4 Form 8-K/A#5 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME Six Months Ended June 30, 1994 (Dollars in Millions, Except Per Share Amounts) Historical Pro Forma AT&T McCaw Adjustments Combined Sales and Revenues Telecommunications services........... $20,559 $1,065 $21,624 Sales of products and systems......... 9,049 - 9,049 Rentals and other services............ 3,267 248 3,515 Financial services and leasing........ 1,414 - 1,414 Total revenues................... 34,289 1,313 35,602 Costs Telecommunications services........... 12,473 393 12,866 Products and systems.................. 5,539 - 5,539 Rentals and other services............ 1,591 145 1,736 Financial services and leasing........ 951 - 951 Total costs...................... 20,554 538 21,092 Gross margin.......................... 13,735 775 14,510 Operating Expenses Selling, general and administrative expenses............................ 8,592 581 9,173 Research and development expenses..... 1,461 - 1,461 Total operating expenses......... 10,053 581 10,634 Operating income...................... 3,682 194 3,876 Other income, net..................... 184 88 272 Interest expense...................... 263 143 406 Income before income taxes and preferred stock dividend of a subsidiary.......................... 3,603 139 3,742 Provision (benefit) for income taxes . 1,379 (24) 1,355 Provision for preferred stock dividend of a subsidiary............ - 34 34 Net Income ........................... $ 2,224 $ 129 $ 2,353 Weighted average common shares outstanding......................... 1,361 209 (14)(3B) 1,556 Earnings per common share............. $ 1.63 $ 1.51 Dividends declared per common share... $ 0.66 $ 0.66 See accompanying notes to unaudited pro forma combined financial statements. 5 Form 8-K/A#5 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME Six Months Ended June 30, 1993 (Dollars in Millions, Except Per Share Amounts) Historical Pro Forma AT&T McCaw Adjustments Combined Sales and Revenues Telecommunications services......... $19,800 $ 830 $20,630 Sales of products and systems....... 7,729 - 7,729 Rentals and other services.......... 3,348 190 3,538 Financial services and leasing...... 1,158 - 1,158 Total revenues................. 32,035 1,020 33,055 Costs Telecommunications services......... 12,370 377 12,747 Products and systems................ 4,632 - 4,632 Rentals and other services.......... 1,573 93 1,666 Financial services and leasing...... 780 - 780 Total costs.................... 19,355 470 19,825 Gross margin........................ 12,680 550 13,230 Operating Expenses Selling, general and administrative expenses.......................... 8,258 403 8,661 Research and development expenses... 1,487 - 1,487 Total operating expenses....... 9,745 403 10,148 Operating income.................... 2,935 147 3,082 Other income, net................... 421 111 532 Interest expense.................... 313 205 518 Income before income taxes, preferred stock dividend of a subsidiary and cumulative effects of accounting changes............. 3,043 53 3,096 Provision for income taxes ......... 1,102 22 1,124 Provision for preferred stock dividend of a subsidiary.......... - 67 67 Income (loss) before cumulative effects of accounting changes..... 1,941 (36) 1,905 Cumulative effects on prior years of changes in accounting for: Postretirement benefits, net... (7,023) - (7,023) Postemployment benefits, net... (1,128) - (1,128) Income taxes................... 383 - $(1,840)(3C)(1,457) Net Loss............................ $(5,827) $ (36)$(1,840) $(7,703) Weighted average common shares outstanding.......... ............ 1,350 199 (10)(3B) 1,539 Per common share: Income before cumulative effects of accounting changes................ $ 1.44 $ 1.24 Cumulative effects of accounting changes........................... (5.76) (6.24) Net loss............................ $ (4.32) $ (5.00) Dividends declared per common share. $ 0.66 $ 0.66 See accompanying notes to unaudited pro forma combined financial statements 6 Form 8-K/A#5 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED BALANCE SHEET June 30, 1994 (Dollars in millions) Historical Pro Forma AT&T McCaw Adjustments Combined ASSETS Cash and temporary cash investments ................. $ 967 $ 165 $ 1,132 Receivables, net of allowances Accounts receivable ......... 12,118 376 12,494 Finance receivables ......... 12,492 - 12,492 Inventories ................... 3,972 48 4,020 Deferred income taxes ......... 2,230 - 2,230 Other current assets .......... 975 84 1,059 Total current assets ..... 32,754 673 33,427 Property, plant and equipment, net .............. 19,133 1,871 21,004 Licensing costs, net .......... - 4,096 4,096 Investments ................... 1,237 1,528 $(400)(3B) 2,365 Finance receivables ........... 4,099 - 4,099 Prepaid pension costs ......... 3,893 - 3,893 Other assets, net ............. 3,159 937 (39)(3C) 4,057 TOTAL ASSETS .................. $64,275 $9,105 $(439) $72,941 LIABILITIES and DEFERRED CREDITS Accounts payable .............. $ 5,353 $ 93 $ 5,446 Payroll and benefit-related liabilities ................. 3,431 60 3,491 Postretirement and postemploy- ment benefit liabilities .... 1,188 - 1,188 Debt maturing within one year . 9,213 188 9,401 Dividends payable ............. 449 - 449 Other current liabilities ..... 4,737 368 5,105 Total current liabilities. 24,371 709 25,080 Long-term debt, including capital leases .............. 9,114 5,339 14,453 Postretirement and postemploy- ment benefit liabilities..... 8,981 - 8,981 Other liabilities ............. 4,371 75 4,446 Deferred income taxes ......... 484 1,966 2,450 Unamortized investment tax .... credits ..................... 245 - 245 Other deferred credits......... 432 - 432 Total liabilities and deferred credits ....... 47,998 8,089 56,087 Minority interests............. 618 445 1,063 (continued) 7 Form 8-K/A#5 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED BALANCE SHEET (continued) June 30, 1994 (Dollars in millions) Historical Pro Forma AT&T McCaw Adjustments Combined SHAREOWNERS' EQUITY Common stock ............... $ 1,360 $ 2 $ 193 (3A) $ 1,555 Additional paid-in capital . 12,413 3,348 (193)(3A) 15,168 (400)(3B) Guaranteed ESOP obligation ............... (331) - (331) Foreign currency translation adjustments .............. 50 - 50 Retained earnings (deficit). 2,167 (2,779) (39)(3C) (651) Total shareowners' equity .............. 15,659 571 (439) 15,791 TOTAL LIABILITIES & SHAREOWNERS' EQUITY .... $64,275 $9,105 $(439) $72,941 See accompanying notes to unaudited pro forma combined financial statements. 8 Form 8-K/A#5 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (Dollars in millions, except per share amounts) Note 1 - Historical Presentation Previously reported quarterly results for AT&T for 1993 were restated to reflect the adoption of Statement of Financial Accounting Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment Benefits." In addition, the provisions for business restructuring have been reclassified to costs and operating expenses. Certain amounts reported in McCaw's historical financial statements have been reclassified to conform to the AT&T presentations in the accompanying Unaudited Pro Forma Combined Balance Sheet and Statements of Income. Such reclassifications are not material to the Unaudited Pro Forma Combined Financial Statements. Note 2 - Exchange Ratio As defined in the Merger Agreement, the Exchange Ratio will be one AT&T Common Share for each share of McCaw Common Stock; provided, however, that (i) in the event the Closing Date Market Price of one AT&T Common Share (as such terms are defined in the Merger Agreement) is less than $53.00, the Exchange Ratio will be equal to $53.00 divided by the Closing Date Market Price of one AT&T Common Share, but in no event greater than 1.111 AT&T Common Shares, and (ii) in the event the Closing Date Market Price of one AT&T Common Share is greater than $71.73, the Exchange Ratio will be equal to $71.73 divided by the Closing Date Market Price of one AT&T Common Share, but in no event less than .909 of an AT&T Common Share. For purposes of the Unaudited Pro Forma Combined Financial Statements, an Exchange Ratio of one AT&T Common Share per share of McCaw Common Stock (as defined in the Merger Agreement) is assumed. Note 3 - Other Pro Forma Adjustments (A) The McCaw Common Stock account has been adjusted to reflect the assumed exchange of one AT&T Common Share, par value $1.00 per share, for each of approximately 195.3 million shares of McCaw Common Stock, par value $.01 per share, outstanding at June 30, 1994 (excluding shares of McCaw Common Stock held by AT&T - see Note 3(B)). The difference between the par value of the AT&T Common Shares and the par value of the McCaw Common Stock, after giving effect to the assumed Exchange Ratio, is reflected as a reduction to additional paid-in capital of $193. (B) The $400 investment by AT&T in 14.5 million shares of Class A Common Stock purchased in February 1993 has been eliminated. The weighted average common shares outstanding for the six months ended June 30, 1993 and June 30, 1994 have been adjusted to give affect to the elimination of this investment. 9 Form 8-K/A#5 AT&T Corp. August 16, 1993 (C) McCaw's historical financial statements reflect the adoption of SFAS No. 109, "Accounting for Income Taxes," retroactive to January 1, 1991. AT&T adopted SFAS No. 109 effective January 1, 1993. For conformity purposes, the pro forma combined financial statement information for AT&T and McCaw has been adjusted as if McCaw had adopted SFAS No. 109 on January 1, 1993. Such adoption would result in the use of different tax assumptions related to intangible assets McCaw acquired in purchase business combinations in 1991 and 1992 that would increase the cumulative effect of adopting SFAS No. 109 by $39. Accordingly, the pro forma combined net income and earnings per common share have been decreased by $1,840 and $1.20, respectively, for the period ended June 30, 1993. Pro forma combined total assets and shareowners' equity have been decreased $39 at June 30, 1994. Also, effective January 1, 1993, AT&T adopted SFAS No. 112, "Employers' Accounting for Postemployment Benefits." McCaw adopted SFAS No. 112 effective January 1, 1994. The impact of this standard on McCaw's financial statements is immaterial, therefore no adjustment has been made to the Unaudited Pro Forma Combined Financial Statements. (D) No adjustments have been reflected in the Unaudited Pro Forma Combined Financial Statements for direct expenses related to the Merger. Direct expenses included in the historical periods presented have not been adjusted for in the Unaudited Pro Forma Combined Financial Statements as such amounts are not material. (E) No adjustments to eliminate intercompany transactions and balances have been made in the Unaudited Pro Forma Combined Financial Statements as such amounts are not material. (F) The cash dividends per common share in the Unaudited Pro Forma Combined Financial Statements reflect AT&T's cash dividends declared in the periods presented. McCaw has never paid cash dividends on the McCaw Common Stock. Note 4 - Federal Income Tax Consequences of the Merger The Unaudited Pro Forma Combined Financial Statements assume that the Merger qualifies as a "tax-free" reorganization for federal income tax purposes. 10 Form 8-K/A#5 AT&T Corp. August 16, 1993 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 thereunto duly authorized. AT&T Corp. By S. L. Prendergast ---------------------------------- S. L. Prendergast Vice President and Treasurer August 22, 1994 -----END PRIVACY-ENHANCED MESSAGE-----