-----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, PztLFKRNBAfEoFjJgGsMsGBN9YnL9fJHfV4ADGO8W1gtXOMxEZMsvL1BODdfZ5H4 fzn68wzDWLK0c5X0M1O1/Q== 0000005907-94-000021.txt : 19940602 0000005907-94-000021.hdr.sgml : 19940602 ACCESSION NUMBER: 0000005907-94-000021 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19930816 ITEM INFORMATION: Other events FILED AS OF DATE: 19940520 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: 94529553 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 AT&T CORP 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A#4 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 Form 8-K/A#4 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 Three Months Ended March 31, 1994 (3) Unaudited Pro Forma Combined Statement of Income for 5 the Three Months Ended March 31, 1993 (4) Unaudited Pro Forma Combined Balance Sheet at March 6 31, 1994 (5) Notes to Unaudited Pro Forma Combined Financial 8 Statements 2 Form 8-K/A#4 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 March 31, 1994, combining the balance sheets of AT&T and McCaw at March 31, 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 three month periods ended March 31, 1994 and 1993. 3 Form 8-K/A#4 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME Three Months Ended March 31, 1994 (Dollars in Millions, Except Per Share Amounts) Historical Pro Forma AT&T McCaw Adjustments Combined Sales and Revenues Telecommunications services........... $10,224 $506 $10,730 Sales of products and systems......... 4,070 - 4,070 Rentals and other services............ 1,575 125 1,700 Financial services and leasing........ 691 - 691 Total revenues................... 16,560 631 17,191 Costs Telecommunications services........... 6,260 195 6,455 Products and systems.................. 2,440 - 2,440 Rentals and other services............ 774 76 850 Financial services and leasing........ 452 - 452 Total costs...................... 9,926 271 10,197 Gross margin.......................... 6,634 360 6,994 Operating Expenses Selling, general and administrative expenses............................ 4,102 280 4,382 Research and development expenses..... 758 - 758 Total operating expenses......... 4,860 280 5,140 Operating income...................... 1,774 80 1,854 Other income, net..................... 119 33 152 Interest expense...................... 129 67 196 Income before income taxes and preferred stock dividend of a subsidiary.......................... 1,764 46 1,810 Provision for income taxes ........... 670 20 690 Provision for preferred stock dividend of a subsidiary............ - 34 34 Net Income (Loss)..................... $ 1,094 $ (8) $ 1,086 Weighted average common shares outstanding......................... 1,360 209 (14)(3B) 1,555 Earnings per common share............. $ 0.80 $ 0.70 Dividends declared per common share... $ 0.33 $ 0.33 See accompanying notes to unaudited pro forma combined financial statements. 4 Form 8-K/A#4 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME Three Months Ended March 31, 1993 (Dollars in Millions, Except Per Share Amounts) Historical Pro Forma AT&T McCaw Adjustments Combined Sales and Revenues Telecommunications services......... $ 9,967 $393 $10,360 Sales of products and systems....... 3,554 - 3,554 Rentals and other services.......... 1,628 87 1,715 Financial services and leasing...... 570 - 570 Total revenues................. 15,719 480 16,199 Costs Telecommunications services......... 6,293 164 6,457 Products and systems................ 2,069 - 2,069 Rentals and other services.......... 788 42 830 Financial services and leasing...... 377 - 377 Total costs.................... 9,527 206 9,733 Gross margin........................ 6,192 274 6,466 Operating Expenses Selling, general and administrative expenses.......................... 3,917 195 4,112 Research and development expenses... 747 - 747 Total operating expenses....... 4,664 195 4,859 Operating income.................... 1,528 79 1,607 Other income, net................... 143 75 218 Interest expense.................... 202 109 311 Income before income taxes, preferred stock dividend of a subsidiary and cumulative effects of accounting changes............. 1,469 45 1,514 Provision for income taxes ......... 533 25 558 Provision for preferred stock dividend of a subsidiary.......... - 34 34 Income (loss) before cumulative effects of accounting changes..... 936 (14) 922 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............................ $(6,832) $(14) $(1,840) $(8,686) Weighted average common shares outstanding.......... ............ 1,347 192 (6)(3B) 1,533 Per common share: Income before cumulative effects of accounting changes................ $ 0.69 $ 0.60 Cumulative effects of accounting changes........................... (5.76) (6.27) Net loss............................ $ (5.07) $ (5.67) Dividends declared per common share. $ 0.33 $ 0.33 See accompanying notes to unaudited pro forma combined financial statements 5 Form 8-K/A#4 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED BALANCE SHEET March 31, 1994 (Dollars in millions) Historical Pro Forma AT&T McCaw Adjustments Combined ASSETS Cash and temporary cash investments ................. $ 793 $ 216 $ 1,009 Receivables, net of allowances Accounts receivable ......... 11,814 354 12,168 Finance receivables ......... 11,314 - 11,314 Inventories ................... 3,857 60 3,917 Deferred income taxes ......... 2,258 - 2,258 Other current assets .......... 623 93 716 Total current assets ..... 30,659 723 31,382 Property, plant and equipment, net .............. 19,229 1,680 20,909 Licensing costs, net .......... - 4,008 4,008 Investments ................... 1,428 1,948 $(400)(3B) 2,976 Finance receivables ........... 3,972 - 3,972 Prepaid pension costs ......... 3,738 - 3,738 Other assets, net ............. 2,983 857 (39)(3C) 3,801 TOTAL ASSETS .................. $62,009 $9,216 $(439) $70,786 LIABILITIES and DEFERRED CREDITS Accounts payable .............. $ 5,156 $ 107 $ 5,263 Payroll and benefit-related liabilities ................. 2,988 51 3,039 Postretirement and postemploy- ment benefit liabilities .... 1,096 - 1,096 Debt maturing within one year . 9,671 173 9,844 Dividends payable ............. 448 - 448 Other current liabilities ..... 5,196 363 5,559 Total current liabilities. 24,555 694 25,249 Long-term debt, including capital leases .............. 7,387 5,098 12,485 Postretirement and postemploy- ment benefit liabilities..... 9,318 - 9,318 Other liabilities ............. 4,481 64 4,545 Deferred income taxes ......... 206 1,973 2,179 Unamortized investment tax .... credits ..................... 256 - 256 Other deferred credits......... 386 - 386 Total liabilities and deferred credits ....... 46,589 7,829 54,418 Minority interests............. 618 71 689 Redeemable preferred stock of a subsidiary ............. - 1,339 1,339 (continued) 6 Form 8-K/A#4 AT&T Corp. August 16, 1993 AT&T AND SUBSIDIARIES AND McCAW AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED BALANCE SHEET (continued) March 31, 1994 (Dollars in millions) Historical Pro Forma AT&T McCaw Adjustments Combined SHAREOWNERS' EQUITY Common stock ............... $ 1,357 $ 2 $ 193 (3A) $ 1,552 Additional paid-in capital . 12,269 2,912 (193)(3A) 14,588 (400)(3B) Guaranteed ESOP obligation ............... (331) - (331) Foreign currency translation adjustments .............. 20 - 20 Retained earnings (deficit). 1,487 (2,937) (39)(3C) (1,489) Total shareowners' equity (deficiency).. 14,802 (23) (439) 14,340 TOTAL LIABILITIES & SHAREOWNERS' EQUITY .... $62,009 $9,216 $(439) $70,786 See accompanying notes to unaudited pro forma combined financial statements. 7 Form 8-K/A#4 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 - McCaw Historical Presentation 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 194.6 million shares of McCaw Common Stock, par value $.01 per share, outstanding at March 31, 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 three months ended March 31, 1993 and March 31, 1994 have been adjusted to eliminate the impact of this investment. (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 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 8 Form 8-K/A#4 AT&T Corp. August 16, 1993 common share have been decreased $1,840 and $1.20 for the period ended March 31, 1993, respectively. Pro forma combined total assets and shareowners' equity have been decreased $39 at March 31, 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. (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. 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. 9 Form 8-K/A#4 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 May 19, 1994 10 -----END PRIVACY-ENHANCED MESSAGE-----