As filed with the Securities and Exchange Commission on October 7, 2002
Registration No. 005-32542
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
--------------------------------
AT&T CORP.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
--------------------------------
CERTAIN OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
-----------------------------------------
001957109
(CUSIP Number of Class of Securities)
(UNDERLYING COMMON STOCK)
----------------------------------------
ROBERT S. FEIT
VICE PRESIDENT - LAW AND CORPORATE SECRETARY
AT&T CORP.
295 NORTH MAPLE AVE.
BASKING RIDGE, NEW JERSEY 07920
Telephone: (908) 221-2000
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copies to:
Jean M. McLoughlin, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, CA 94025
Telephone: (650) 752-2000
Fax: (650) 752-2111
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
--------------------------------------------------------------------------------
$243,518,190 $22,403.67
--------------------------------------------------------------------------------
---------------
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 116,677,796 shares of common stock of the AT&T
Corp. will be exchanged pursuant to this offer. The amount of the filing fee,
calculated in accordance with Section 13(e)(3) of the Securities Exchange Act
of 1934, as amended, and Rule 0-11(b) thereunder, equals the transaction value
multiplied by $92.00 per million.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable
Filing party: Not applicable.
Date filed: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
--------------------------------------------------------------------------------
INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO relating to our offer to exchange certain options for restricted
stock units or cash upon the terms and subject to the conditions in the Offer
to Exchange dated September 16, 2002.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(c) The information set forth in the Offer to Exchange under "Information
About AT&T" and "Interests of Directors and Officers; Transactions and
Arrangements About the Options" is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following amended
exhibits:
(a)(1)(A) Offer to Exchange dated September 16, 2002
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Robert S. Feit
----------------------------------
Name: Robert S. Feit
Title: Vice President -
Law and Corporate Secretary
Date: October 7, 2002
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
(a)(1)(A) Offer to Exchange dated September 16, 2002