UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
AT&T Latin America Corp.
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(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
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(Title of Class of
Securities)
04649A106
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(CUSIP Number)
Robert S. Feit
Vice President-Law and Secretary
AT&T Corp.
One AT&T Way
Bedminster, NJ 07921
Telephone: (908) 221-2000
David J. Pester
President and Secretary
ATTLA Holding Corp.
One AT&T Way
Bedminster, NJ 07921
Telephone: (908) 221-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 2002
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(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box |_|.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following
pages)
(Page 2 of 12 Pages)
CUSIP NO. 04649A106
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NAME OF REPORTING PERSONS:
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
AT&T Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF 12,901,606(1)
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 73,081,595 shares(2)
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,901,606(1)
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
73,081,595 shares(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,983,201 shares(1),(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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-3-
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70%(1),(2)
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14 TYPE OF REPORTING PERSON
CO
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(1) Includes 4,901,606 shares of Class A Common Stock that may be acquired by
AT&T pursuant to the terms of a Warrant Agreement dated as of March 22, 2002
among the Issuer and AT&T.
(2) Assumes conversion of all 73,081,595 shares of Class B Common Stock of the
Issuer beneficially owned by the Reporting Persons into shares of Class A
Common Stock. Each share of Class B Common Stock is convertible at any time
into one share of Class A Common Stock.
-4-
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1 NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): ATTLA
Holding Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 73,081,595 shares(3)
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 73,081,595 shares(3)
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,081,595 shares(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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-5-
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62%(3)
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14 TYPE OF REPORTING PERSON
CO
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(3) Assumes conversion of all 73,081,595 shares of Class B Common Stock of the
Issuer beneficially owned by the Reporting Persons into shares of Class A
Common Stock. Each share of Class B Common Stock is convertible at any time
into one share of Class A Common Stock.
-6-
This statement amends and restates the filings of AT&T Corp., a New York
corporation ("AT&T"), and ATTLA Holding Corp., a Delaware corporation
("Holding" and, together with AT&T, the "Reporting Persons"), relating to AT&T
Latin America Corp., a Delaware corporation (the "Issuer"), made pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended, filed with
the Securities and Exchange Commission on February 14, 2001, January 23, 2002,
March 5, 2002 and December 17, 2002 (collectively, the "Schedule 13D").
Item 1. Security and Issuer.
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This Schedule 13D relates to the Class A Common Stock, par value $0.0001
per share ("Class A Common Stock"), of the Issuer. The address of the
principal executive office of the Issuer is 2020 K Street, N.W., Washington,
D.C. 20006.
Item 2. Identity and Background.
-----------------------
This Schedule 13D is being filed on behalf of the Reporting Persons. The
principal business of AT&T is video, voice and data communication services for
the public and private sectors, and related consulting and outsourcing
services. Holding is a single purpose holding company and is a wholly-owned
subsidiary of AT&T. The address of the principal business and principal office
for each of AT&T and Holding is One AT&T Way, Bedminster, NJ 07921.
Schedule I attached hereto sets forth certain current information with
respect to each director and executive officer of the Reporting Persons.
During the past five years, the Reporting Persons have not, and, to the
best of their knowledge, no person listed on Schedule I hereto has, been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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In connection with the acquisitions of Netstream Telecom Ltda. and
FirstCom Corporation, the Reporting Persons acquired beneficial ownership of
an aggregate of 73,081,595 shares of Class B Common Stock, par value $0.0001
per share, of the Issuer (the "Class B Common Stock" and, together with the
Class A Common Stock, the "Common Stock").
AT&T acquired beneficial ownership of 8,000,000 shares of Class A Common
Stock for $45,393,541 pursuant to the terms of a Shareholders Agreement dated
as of December 8, 1999, among the Issuer, SL Participacoes, S.A., and AT&T.
The purchase of such shares was funded through AT&T's working capital.
The Issuer and AT&T entered into a Warrant Agreement (the "Warrant
Agreement"), dated as of March 22, 2002, a copy of which is attached hereto as
Exhibit 1 and incorporated herein by reference. The warrants are immediately
exercisable by AT&T for 2,450,803 shares of Class A Common Stock at an
exercise price of $0.01 per share and for an additional 2,450,803 shares of
Class A Common Stock at an exercise price of $8.00 per share.
Item 4. Purpose of Transaction.
----------------------
AT&T has entered into a non-binding letter of intent (the "Non-Binding
Letter of Intent") with Southern Cross Group, L.L.C ("Southern Cross") with
respect to the sale by AT&T of its interest in 8,000,000 shares of Class A
Common Stock and 73,081,595 shares of Class B Common Stock. A copy of the
Non-Binding Letter of Intent is attached as Exhibit 2 hereto and is
incorporated herein by reference.
-7-
The effect that the transactions contemplated by the Non-Binding Letter
of Intent, if consummated, may have on the Issuer and its operations and on
any other interest the Reporting Persons have in the Issuer will remain
subject to the complete negotiation of the transactions contemplated by the
Non-Binding Letter of Intent. There can be no assurance as to whether, and if
so when, the transactions contemplated by the Non-Binding Letter of Intent
will be consummated and to the extent, if any, to which any existing
arrangements between the Issuer, the Reporting Persons and their affiliates
may be modified or renegotiated. The Reporting Persons are continuing to
review their investment in the Issuer and to consider a number of alternatives
that relate to their debt and other securities of the Issuer and their other
interests in the Issuer. In addition, if the transactions contemplated by the
Non-Binding Letter of Intent are consummated, AT&T may no longer appoint five
members of the Issuer's board of directors.
In the event of a change of control of the Issuer (including the
consummation of the transactions contemplated by the Non-Binding Letter of
Intent), the Issuer may under certain circumstances be obligated to offer to
purchase the shares of its non-voting, non-convertible and non-participating
Mandatory Redeemable 15% Series B Cumulative Preferred Stock (the "Preferred
Stock"). As of the date hereof, Global Card Holdings Inc., a Delaware
corporation and a direct wholly-owned subsidiary of AT&T ("Global Card"),
directly owns all 100,000 shares of the outstanding Preferred Stock. Attached
as Exhibit 3 hereto is a copy of the Amended and Restated Certificate of
Designation of Shares of the Issuer's Preferred Stock (the "Certificate of
Designation"), which is incorporated herein by reference.
The Reporting Persons are each a party to a Shareholders Agreement (the
"Keytech Shareholders Agreement"), dated June 30, 2000, among the Issuer,
Holding, certain individuals named therein (the "Individual Keytech
Shareholders"), and AT&T, a copy of which is attached as Exhibit 4 hereto and
is incorporated herein by reference. Under certain circumstances, if the
transactions contemplated by the Non-Binding Letter of Intent are consummated,
each Individual Keytech Shareholder party to the Keytech Shareholders
Agreement may have the right to elect to cause AT&T to purchase all of the
shares of Class A Common Stock owned by such person subject to the terms and
conditions of such agreement. An aggregate of 1,178,689 shares of Class A
Common Stock may be subject to this put right. In the event AT&T may acquire
any such shares, such shares may be held by AT&T or may be sold in the open
market, in privately negotiated transactions or otherwise, as AT&T may
determine at any such time based upon its evaluation of the Issuer's
businesses and prospects, alternative investment opportunities and all other
factors deemed relevant.
Except as set forth in this Schedule 13D, neither of the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any of the
individuals named in Schedule I hereto, has any present plans or proposals
which relate to or would result in any of the action specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) According to the Issuer's Quarterly Report on Form 10-Q for the
period ended September 30, 2002, as of November 14, 2002, 45,469,017 shares of
Class A Common Stock and 73,081,595 shares of Class B Common Stock were
outstanding. Each share of Class A Common Stock is entitled to one vote per
share, and each share of Class B Common Stock is entitled to ten votes per
share on all matters to be voted on by stockholders, including the election of
directors. As of the date hereof, Holding is the direct owner, and AT&T is the
indirect owner, of 73,081,595 shares of Class B Common Stock. As stated in
Item 2 above, Holding is a single purpose holding company and is a
wholly-owned subsidiary of AT&T. Because each share of Class B Common Stock is
convertible at any time into one share of Class A Common Stock, each of the
Reporting Persons may be deemed to be the beneficial owner of 73,081,595
shares of Class A Common Stock, or 62% of the total number of shares of Class
A Common Stock outstanding (including for these purposes the 73,081,595 shares
of Class A Common Stock issuable upon such conversion). Additionally, as of
the date hereof AT&T is also the direct owner of 8,000,000 shares of Class A
Common Stock and may be deemed to be the beneficial owner of an additional
4,901,606 shares of Class A Common Stock that may be acquired pursuant to the
Warrant Agreement, or 10% of the total number of shares of Class A Common
Stock outstanding (assuming the conversion of the Class B Common Stock and the
issuance of the warrants under the Warrant Agreement). As of the date hereof,
AT&T may be deemed to beneficially own 95% of the voting power of the Issuer's
Common Stock. To the knowledge of the Reporting Persons as of the date hereof,
none of the persons listed on Schedule I beneficially owns any shares of Class
A Common Stock.
(b) Holding, and AT&T as its parent, share the power to vote and dispose
of 73,081,595 shares of Class A Common Stock (assuming conversion of all
shares of Class B Common Stock beneficially owned by the Reporting Persons
into shares of Class A Common Stock). AT&T also holds the power to vote and
dispose of an additional 8,000,000 shares of Class A Common Stock and, if
acquired, the additional 4,901,606 shares that may be acquired pursuant to the
Warrant Agreement.
(c) Other than as set forth in this Schedule 13D, there have been no
transactions in the shares of Class A Common Stock effected during the past 60
days by the Reporting Persons, nor to the Reporting Persons' knowledge, by any
of the persons listed on Schedule I.
(d) There is no other person that has the right to receive or power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Class A Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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See Item 4 above, which is incorporated herein by this reference.
AT&T and Southern Cross have entered into the Non-Binding Letter of
Intent, a copy of which is attached as Exhibit 2 hereto and incorporated
herein by reference.
AT&T is party to the Keytech Shareholders Agreement, a copy of which is
attached as Exhibit 4 hereto and is incorporated herein by reference.
AT&T is party to the Warrant Agreement with the Issuer, a copy of which
is attached as Exhibit 1 hereto and is incorporated herein by reference.
AT&T is a party to a Credit Facility Agreement, dated as of February 27,
2002, among Global Card, the Issuer and certain of the Issuer's subsidiaries,
a copy of which is attached as Exhibit 5 hereto and incorporated herein by
reference. AT&T is also a party to a Subordination Agreement, dated as of
March 25, 2002, among the Issuer and certain of its subsidiaries, Global Card,
and certain other parties named therein, a copy of which is attached as
Exhibit 6 and incorporated herein by reference. As of the date hereof, AT&T
may be deemed to have beneficial ownership of the 100,000 shares of Preferred
Stock owned directly by Global Card.
Except as described above and elsewhere in this Schedule 13D, as of the
date hereof there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the parties named in Item 2 hereto
and between such persons and any person with respect to any of the securities
of the Issuer beneficially owned by the Reporting Persons.
Item 7. Materials to Be Filed as Exhibits.
---------------------------------
Exhibit 1 Warrant Agreement dated as of March 22, 2002, among
AT&T Latin America Corp. and AT&T Corp. (incorporated
herein by reference to Exhibit 4.5 of the Annual
Report on Form 10-K of AT&T Latin America Corp. for
the fiscal year ended December 31, 2001)
Exhibit 2 Non-Binding Letter of Intent, effective as of
December 31, 2002, between AT&T Corp. and Southern
Cross Group, L.L.C.
Exhibit 3 Amended and Restated Certificate of Designation of
shares of 15% Series B preferred stock of AT&T Latin
America Corp. (incorporated herein by reference to
Exhibit 4.4 of
-8-
the Annual Report on Form 10-K of AT&T Latin America
Corp. for the fiscal year ended December 31, 2001)
Exhibit 4 Shareholders Agreement, dated June 30, 2000, among
AT&T Latin America Corp., ATTLA Holding Corp.,
Norberto Oscar Alvarez, Alejandro Osvaldo Rossi,
Susana Beatriz Vitale de Alvarez and AT&T Corp.
Exhibit 5 Credit Facility Agreement, dated as of February 27,
2002, among Global Card Holdings Inc., AT&T Corp.,
AT&T Latin America Corp., AT&T Argentina S.A., AT&T
Peru S.A., AT&T do Brasil S.A., AT&T Colombia S.A. and
AT&T Chile S.A. (incorporated herein by reference to
Exhibit 4.3 of the Annual Report on Form 10-K of AT&T
Latin America Corp. for the fiscal year ended December
31, 2001)
Exhibit 6 Subordination Agreement, dated as of March 25, 2002,
among AT&T Latin America Corp., Latin American
Equipment Finance B.V., certain subsidiaries of AT&T
Latin America Corp., Global Card Holdings Inc., AT&T
Corp. and ABN AMRO Trustees Limited, as collateral
agent (incorporated herein by reference to Exhibit
4.10 of the Annual Report on Form 10-K of AT&T Latin
America Corp. for the fiscal year ended December 31,
2001)
Exhibit 7 Joint Filing Agreement dated as of February 12, 2001,
between AT&T Corp. and ATTLA Holding Corp.
-9-
Signatures
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: January 6, 2003
AT&T CORP.
By: /s/ Robert S. Feit
------------------
Robert S. Feit
Authorized Signatory
ATTLA HOLDING CORP.
By: /s/ David J. Pester
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David J. Pester
Authorized Signatory
Schedule I
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Directors and Executive Officers of the Reporting Persons
The current business address for each individual listed below is c/o
AT&T Corp, One AT&T Way, Bedminster, NJ 07921. Each individual listed below is
a citizen of the United States.
Name Present Principal Occupation or Employment
---- ------------------------------------------
Betsy J. Bernard Executive Vice President and President - AT&T Corp.
James W. Cicconi General Counsel and Executive Vice President - Law &
Government Affairs - AT&T Corp.
Nicholas S. Cyprus Vice President & Controller - AT&T Corp.
David W. Dorman Chairman of the Board and Chief Executive Officer -
AT&T Corp.
Hossein Eslambolchi President- AT&T Labs and Chief Technology Officer
Robert S. Feit Vice-President- Law and Secretary - AT&T Corp.
Mirian M. Graddick-Weir Executive Vice President - Human Resources -
AT&T Corp.
Thomas W. Horton Senior Executive Vice President and Chief Financial
Officer - AT&T Corp.
Frank Ianna Executive Vice President and President -
AT&T Network Services
Richard J. Martin Executive Vice President - AT&T Corp. and Chairman
of the AT&T Foundation
John C. Petrillo Executive Vice President - Corporate Strategy &
Business Development - AT&T Corp.
John Polumbo Executive Vice President and CEO - AT&T Consumer
Constance Weaver Senior Vice President- Public Relations, Employee
Communications and Brand Management - AT&T Corp.
Kenneth T. Derr Director; Chairman of the Board, Retired -
Chevron Corporation
M. Kathryn Eickhoff Director; President - Eickhoff Economics Incorporated
Frank Herringer Director; Chairman - Transamerica Corporation
Amos B. Hostetter, Jr. Director; Chairman - Pilot House Associates
Shirley A. Jackson Director; President - Rensselaer Polytechnic
Institute
Jon C. Madonna Director; Chairman - DigitalThink, Inc.
Donald F. McHenry Director; President - The IRC Group, LLC
Tony L. White Director; Chairman - President and CEO, Applera
Corporation
The current business address for each individual listed below is c/o
ATTLA Holding Corp., One AT&T Way, Bedminster, NJ 07921. Each individual
listed below is a citizen of the United States.
Name Present Principal Occupation or Employment
James H. Hodge Director and Treasurer- ATTLA Holding Corp.;
Assistant Treasurer - AT&T
Lawrence R. Kurland Director and Vice President - AT&T Corp.
David J. Pester Director and President and Secretary - ATTLA Holding
Corp.; General Attorney - AT&T Corp.
Exhibit Index
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Exhibit 1 Warrant Agreement dated as of March 22, 2002, among
AT&T Latin America Corp. and AT&T Corp. (incorporated
herein by reference to Exhibit 4.5 of the Annual
Report on Form 10-K of AT&T Latin America Corp. for
the fiscal year ended December 31, 2001)
Exhibit 2 Non-Binding Letter of Intent, effective as of
December 31, 2002, between AT&T Corp. and Southern
Cross Group, L.L.C.
Exhibit 3 Amended and Restated Certificate of Designation of
shares of 15% Series B preferred stock of AT&T Latin
America Corp. (incorporated herein by reference to
Exhibit 4.4 of the Annual Report on Form 10-K of AT&T
Latin America Corp. for the fiscal year ended December
31, 2001)
Exhibit 4 Shareholders Agreement, dated June 30, 2000, among
AT&T Latin America Corp., ATTLA Holding Corp.,
Norberto Oscar Alvarez, Alejandro Osvaldo Rossi,
Susana Beatriz Vitale de Alvarez and AT&T Corp.
Exhibit 5 Credit Facility Agreement, dated as of February 27,
2002, among Global Card Holdings Inc., AT&T Corp.,
AT&T Latin America Corp., AT&T Argentina S.A., AT&T
Peru S.A., AT&T do Brasil S.A., AT&T Colombia S.A. and
AT&T Chile S.A. (incorporated herein by reference to
Exhibit 4.3 of the Annual Report on Form 10-K of AT&T
Latin America Corp. for the fiscal year ended December
31, 2001)
Exhibit 6 Subordination Agreement, dated as of March 25, 2002,
among AT&T Latin America Corp., Latin American
Equipment Finance B.V., certain subsidiaries of AT&T
Latin America Corp., Global Card Holdings Inc., AT&T
Corp. and ABN AMRO Trustees Limited, as collateral
agent (incorporated herein by reference to Exhibit
4.10 of the Annual Report on Form 10-K of AT&T Latin
America Corp. for the fiscal year ended December 31,
2001)
Exhibit 7 Joint Filing Agreement dated as of February 12, 2001,
between AT&T Corp. and ATTLA Holding Corp.