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): May 18, 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 5. OTHER EVENTS.
On May 18, 2001, AT&T Corp. ("AT&T") announced that it had entered into
separate share issuance agreements (the "Comcast Share Issuance Agreement" and
the "Cox Share Issuance Agreement", respectively) with affiliates of Comcast
Corporation ("Comcast") and Cox Communications, Inc. ("Cox") which provide for
the settlement of Comcast's and Cox's respective, previously disclosed rights to
cause AT&T to purchase from affiliates of Comcast and Cox shares of common stock
of At Home Corporation owned by such affiliates. The transaction contemplated by
the Cox Share Issuance Agreement was completed on May 18, 2001. In that
transaction, AT&T issued 75,000,000 shares of AT&T common stock to an affiliate
of Cox. The Comcast Share Issuance Agreement and the Cox Share Issuance
Agreement are filed as Exhibit 2.1 and Exhibit 2.2, respectively, hereto and are
incorporated herein by reference.
On May 18, 2001, AT&T issued a press release announcing and describing the
transactions contemplated by the Comcast Share Issuance Agreement and the Cox
Share Issuance Agreement. The press release is filed as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit 2.1 Share Issuance Agreement, dated May 18, 2001, between AT&T
Corp. and Comcast PC Investments Inc. (incorporated by
reference to Exhibit 2 to Amendment No. 5 to Schedule 13D
filed by AT&T Corp. with reference to At Home Corporation
on May 22, 2001)
Exhibit 2.2 Share Issuance Agreement, dated May 18, 2001, among AT&T
Corp., Cox Communications, Inc. and Cox@Home, Inc.
(incorporated by reference to Exhibit 1 to Amendment No. 5
to Schedule 13D filed by AT&T Corp. with reference to At
Home Corporation on May 22, 2001)
Exhibit 99.1 Press Release, dated May 18, 2001.
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: May 21, 2001 AT&T CORP.
(Registrant)
By: /s/ Robert S. Feit
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Name: Robert S. Feit
Title: General Attorney and
Assistant Secretary
EXHIBIT INDEX
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2.1 Share Issuance Agreement, dated May 18, 2001, between AT&T
Corp. and Comcast PC Investments Inc. (incorporated by
reference to Exhibit 2 to Amendment No. 5 to Schedule 13D
filed by AT&T Corp. with reference to At Home Corporation
on May 22, 2001)
2.2 Share Issuance Agreement, dated May 18, 2001, among AT&T
Corp., Cox Communications, Inc. and Cox@Home, Inc.
(incorporated by reference to Exhibit 1 to Amendment No. 5
to Schedule 13D filed by AT&T Corp. with reference to At
Home Corporation on May 22, 2001)
99.1 Press Release, dated May 18, 2001.