FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report: March 4, 2006
(Date of earliest event reported)
AT&T Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-8610
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43-1301883 |
(State or Other Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer Identification No.) |
175 East Houston, San Antonio, Texas 78205
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code (210) 821-4105
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
(a) Merger Agreement
On March 4, 2006, AT&T Inc., a Delaware corporation (AT&T), entered into an Agreement and Plan of
Merger (the Merger Agreement) with ABC Consolidation Corp., a Georgia corporation and
wholly-owned subsidiary of AT&T (Merger Sub), and BellSouth Corporation, a Georgia corporation
(BellSouth). The Merger Agreement provides that, upon the terms and subject to the conditions
set forth in the Merger Agreement, Merger Sub will merge with and into BellSouth, with BellSouth
continuing as the surviving corporation and as a wholly-owned subsidiary of AT&T (the Merger).
At the effective time and as a result of the Merger, each share of common stock, par value $1.00
per share, of BellSouth issued and outstanding immediately prior to the effective time of the
Merger will be converted into and become exchangeable for 1.325 common shares, par value $1.00 per
share, of AT&T.
Pursuant to the Merger Agreement, as of the effective time of the Merger, three members of
BellSouths Board of Directors mutually selected by BellSouth and AT&T will become members of
AT&Ts Board of Directors.
AT&T and BellSouth have made customary representations, warranties and covenants in the Merger
Agreement, including, among others, covenants (i) to conduct their respective businesses in the
ordinary and usual course during the interim period between the execution of the Merger Agreement
and consummation of the Merger, (ii) not to engage in certain kinds of transactions during such
period, (iii) that BellSouth will convene and hold a meeting of the shareholders of BellSouth to
consider and vote upon the approval of the Merger, (iv) that AT&T will convene and hold a meeting
of holders of AT&Ts common shares to consider and vote upon the approval of the issuance of AT&Ts
common shares required to be issued in the Merger and (v) that, subject to certain exceptions, each
of the Boards of Directors of BellSouth and AT&T will each recommend approval of the Merger and the
issuance of AT&Ts common shares, respectively, by their shareholders. In addition, BellSouth has
made certain additional customary covenants, including, among others, covenants not to (i) solicit
or knowingly facilitate inquiries or proposals relating to alternative business combination
transactions or (ii) subject to certain exceptions, engage in discussions or negotiations
regarding, or provide any non-public information or data in connection with alternative business
combination transactions.
Consummation of the Merger is subject to customary conditions, including (i) approval of the Merger
Agreement by the holders of BellSouth common stock, (ii) approval of the issuance of AT&T common
shares required to be issued in the Merger by the holders of AT&Ts common shares, (iii) absence of
certain laws or orders prohibiting the closing, (iv) approvals by the Federal Communications
Commission and certain state regulatory commissions and (v) expiration or termination of the
Hart-Scott-Rodino waiting period and certain other regulatory approvals. Each partys obligation
to consummate the Merger is subject to certain other conditions, including (i) subject to certain
exceptions,
the accuracy of the representations and warranties of the other party, (ii) performance in all
material respects of the other party of its obligations and (iii) the delivery of customary
opinions from counsel to AT&T and counsel to BellSouth that the Merger will qualify as a tax-free
reorganization for federal income tax purposes. The Merger Agreement contains certain termination
rights for both AT&T and BellSouth, and further provides that, upon termination of the Merger
Agreement under specified circumstances, BellSouth may be required to pay to AT&T, or AT&T may be
required to pay to BellSouth, a termination fee of $1.7 billion.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit
2.1 hereto, and is incorporated into this report by reference.
BellSouth and AT&T jointly own Cingular Wireless LLC.
BellSouth and AT&T are also parties to an internet yellow pages joint venture operated through
YellowPages.com LLC.
(b) Extension Agreement
In addition, on March 4, 2006 AT&T and Edward E. Whitacre, Jr., Chairman of the Board and Chief
Executive Officer of AT&T, entered into an agreement to extend the term of Mr. Whitacres existing
Employment Agreement dated November 16, 2001 (the Employment Agreement) until the regular annual
meeting of AT&Ts stockholders to be held in 2008.
The foregoing description of the extension to the Employment Agreement is qualified in its entirety
by reference to the extension letter, which is filed as Exhibit 10.1, and is incorporated into this
report by reference.
In connection with the proposed merger, AT&T intends to file a registration statement on Form S-4,
including a joint proxy statement/prospectus of AT&T and BellSouth, and AT&T and BellSouth will
file other materials with the Securities and Exchange Commission (the SEC). Investors are urged
to read the registration statement, including the joint proxy statement (and all amendments and
supplements to it) and other materials when they become available because they contain important
information. Investors will be able to obtain free copies of the registration statement and joint
proxy statement, when they become available, as well as other filings containing information about
AT&T and BellSouth, without charge, at the SECs Web site (www.sec.gov). Copies of AT&Ts filings
may also be obtained without charge from AT&T at AT&Ts Web site (www.att.com) or by directing a
request to AT&T Inc. Stockholder Services, 175 E. Houston, San
Antonio, Texas 78205. Copies of
BellSouths filings may be obtained without charge from BellSouth at BellSouths Web site
(www.bellsouth.com) or by directing a request to BellSouth at Investor Relations, 1155 Peachtree
Street, N.E., Atlanta, Georgia 30309.
AT&T, BellSouth and their respective directors and executive officers and other
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members of management and employees are potential participants in the solicitation of proxies in
respect of the proposed merger. Information regarding AT&Ts directors and executive officers is
available in AT&Ts 2005 Annual Report on Form 10-K filed with the SEC on March 1, 2006 and AT&Ts
preliminary proxy statement for its 2006 annual meeting of stockholders, filed with the SEC on
February 10, 2006, and information regarding BellSouths directors and executive officers is
available in BellSouths 2005 Annual Report on Form 10-K filed with the SEC on February 28, 2006
and BellSouths proxy statement for its 2006 annual meeting of shareholders, filed with the SEC on
March 3, 2006. Additional information regarding the interests of such potential participants will
be included in the registration statement and joint proxy statement, and the other relevant
documents filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
2.1
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Agreement and Plan of Merger, dated as of March 4, 2006 among
BellSouth Corporation, AT&T Inc. and ABC Consolidation Corp.
(the schedules and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K) |
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10.1
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Agreement, dated as of March 4, 2006, regarding Employment
Agreement between AT&T Inc. (formerly known as SBC
Communications Inc.) and Edward E. Whitacre, Jr. (Attachment
thereto incorporated by reference to Exhibit 10-y to Form 10-K
for 2001) |
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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.
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AT&T Inc.
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Date: March 4, 2006 |
By: |
/s/ John J. Stephens |
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Name John J. Stephens |
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Title: Vice President and Controller |
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Exhibit Index
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Exhibit No. |
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Description |
2.1
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Agreement and Plan of Merger, dated as of March 4, 2006, among
BellSouth Corporation, AT&T Inc. and ABC Consolidation Corp.
(the schedules and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K) |
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10.1
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Agreement, dated as of March 4, 2006, regarding Employment
Agreement between AT&T Inc. (formerly known as SBC
Communications Inc.) and Edward E. Whitacre, Jr. (Attachment
thereto incorporated by reference to Exhibit 10-y to Form 10-K
for 2001) |