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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) DECEMBER 29, 2006
AT&T INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8610 43-1301883
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
175 E. HOUSTON, SAN ANTONIO, TEXAS 78205
(Address of principal executive offices) (Zip Code)
Registrant's 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 29, 2006, the merger of ABC Consolidation Corp. ("Merger Sub"),
a wholly owned subsidiary of AT&T Inc. ("AT&T"), with and into BellSouth
Corporation ("BellSouth") (the "Merger") was consummated in accordance with the
Agreement and Plan of Merger, dated as of March 4, 2006, among BellSouth, AT&T
and Merger Sub (the "Merger Agreement"). Pursuant to the terms of the Merger
Agreement, each outstanding share of BellSouth common stock, par value $1.00 per
share ("BellSouth Common Shares"), was converted into and became exchangeable
for 1.325 shares of AT&T common stock, par value $1.00 per share ("AT&T Common
Stock"), and cash in lieu of any fractional shares. AT&T issued approximately
2.4 billion shares of AT&T Common Stock to former holders of BellSouth Common
Shares, giving them an approximate 38% stake in AT&T. Based on the closing price
of $35.75 per share of AT&T Common Stock on the New York Stock Exchange on
December 29, 2006, the last trading day before the closing of the Merger, the
aggregate value of the consideration paid to former holders of BellSouth Common
Shares in connection with the Merger was approximately $85.8 billion. Upon the
closing of the Merger, BellSouth became a wholly owned subsidiary of AT&T and
the BellSouth Common Shares, which traded under the symbol "BLS", have ceased
trading on, and are being delisted from, the New York Stock Exchange.
The closing of the Merger followed the approval of the Federal
Communications Commission ("FCC") of the transfer of control to AT&T of licenses
and authorizations held directly and indirectly by BellSouth. In connection
with the FCC's approval, AT&T agreed to certain merger commitments in a letter
filed with the FCC on December 28, 2006, which is incorporated by the reference
herein and attached hereto as Exhibit 99.1.
Prior to the Merger, AT&T owned a 60% interest in Cingular Wireless LLC
("Cingular Wireless") and shared control with BellSouth, which owned a 40%
interest in Cingular Wireless. AT&T became the sole owner of Cingular Wireless
as a result of the Merger, which also put sole control of Cingular Wireless in
AT&T.
The foregoing description of the Merger contained in this Item 2.01 does
not purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On December 29, 2006, AT&T agreed to become a co-obligor on the $750
million principal amount 7.500% Senior Notes due May 1, 2007 and on the $2
billion principal amount 8.125% Senior Notes due May 1, 2012 originally issued
by AT&T Wireless Services, Inc. and on which Cingular Wireless is also a
co-obligor (the "Cingular Co-obligation").
On December 29, 2006, AT&T also agreed to unconditionally and irrevocably
guarantee the payment of interest and principal for the $1.2 billion principal
amount of floating rate notes of BellSouth due August 15, 2008 (the "BellSouth
Guarantee"). AT&T has no current plans to materially change the corporate
structures of BellSouth and Cingular.
The foregoing description of the Cingular Co-obligation contained in this
Item 2.03 does not purport to be complete and is qualified in its entirety by
reference to the Cingular Co-obligation and the underlying indenture, which are
incorporated by reference as Exhibits 4.1 and 4.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
The foregoing description of the BellSouth Guarantee contained in this Item
2.03 does not purport to be complete and is qualified in its entirety by
reference to the BellSouth Guarantee, which is incorporated by reference as
Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by
reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On December 29, 2006, the Board of Directors of AT&T increased the size of
the board from 17 to 20 members and appointed Reuben V. Anderson, James H.
Blanchard and James P. Kelly, each of whom previously served as a Director of
BellSouth, as Directors of AT&T, effective as of December 29, 2006. The Board
took this action pursuant to the terms of the Merger Agreement, which requires
AT&T to appoint three members of the Board of Directors of BellSouth selected
by mutual agreement of AT&T and BellSouth, to the Board of Directors of AT&T.
As of the time of the filing of this Report, Messrs. Anderson, Blanchard
and Kelly had not been appointed to any committees of the Board of Directors
of AT&T and AT&T had not determined to which committees, if any, Messrs.
Anderson, Blanchard and Kelly may be appointed. AT&T will provide this
information by filing an amendment to this Report within four business days
after the information is determined or becomes available.
In addition, as of the time of the filing of this Report, AT&T had not yet
determined whether any of Messrs. Anderson, Blanchard and Kelly, or any member
of their respective immediate families, has or will have any material interest
in any transaction with the Company or any of its subsidiaries that would
require disclosure pursuant to Item 404(a) of Regulation S-K. AT&T has begun
procedures to determine this information, which AT&T will provide by filing an
amendment to this Report within four business days after any information
requiring disclosure under this Item is determined or becomes available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The audited consolidated balance sheets of BellSouth Corporation as of
December 31, 2005 and December 31, 2004 and the consolidated statements of
income, consolidated statements of cash flows and consolidated statements of
shareholders' equity and comprehensive income of BellSouth Corporation for each
of the three years in the period ended December 31, 2005, and the notes related
thereto, are incorporated by reference to reference to AT&T Inc.'s Current
Report on Form 8-K filed May 11, 2006 and attached as Exhibit 99.2 hereto.
The Report of Independent Registered Public Accounting Firm, issued by
PricewaterhouseCoopers LLP (Atlanta, Georgia), dated February 27, 2006, relating
to the BellSouth financial statements, management's assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of internal control over financial reporting, is hereby incorporated by
reference to Exhibit 99.2 of AT&T Inc.'s Current Report on Form 8-K filed May
11, 2006 and attached as Exhibit 99.3 hereto.
The Report of Ernst & Young LLP, Independent Registered Public Accounting
Firm, dated February 24, 2006, with respect to the consolidated financial
statements of Cingular Wireless LLC, is hereby incorporated by reference to
Exhibit 99.2 of AT&T Inc.'s Current Report on Form 8-K filed May 11, 2006 and
attached as Exhibit 99.4 hereto.
The unaudited consolidated balance sheets of BellSouth Corporation as of
September 30, 2006 and the consolidated statements of income, consolidated
statements of cash flows and consolidated statements of shareholders' equity and
comprehensive income of BellSouth Corporation for the period ended September 30,
2006, and the notes related thereto, are incorporated by reference to AT&T
Inc.'s Current Report on Form 8-K filed November 17, 2006 and attached as
Exhibit 99.5 hereto.
(b) Pro Forma Financial Information.
AT&T intends to file pro forma financial information under cover of Form
8-K/A not later than 71 calendar days after the date that this Report is
required to be filed.
(d) Exhibits.
The following exhibits are being filed herewith:
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of March 4, 2006, among
BellSouth Corporation, AT&T Inc., and ABC Consolidation Corp.
(incorporated by reference to Exhibit 2.1 to AT&T Inc.'s Current
Report on Form 8-K filed on March 6, 2006)
4.1 Third Supplemental Indenture by and among New Cingular Wireless
Services, Inc. (f/k/a AT&T Wireless Services, Inc.), Cingular Wireless
LLC, Cingular Wireless II, LLC (f/k/a Cingular Wireless II, Inc.),
AT&T Inc, and U.S. Bank National Association, dated as of December 29,
2006, to the Indenture between AT&T Wireless Services, Inc. and U.S.
Bank National Association (as successor Trustee), dated as of April
11, 2002.
4.2 Indenture between AT&T Wireless Services, Inc. and U.S. Bank National
Association (as successor Trustee), dated as of April 11, 2002
(incorporated
by reference to Exhibit 4.3 of New Cingular Wireless Services, Inc.'s
(f/k/a AT&T Wireless Services, Inc.) Form 10-Q for the quarterly
period ended March 31, 2002).
4.3 Guarantee of certain obligation of BellSouth Corporation
23.1 Consent of PricewaterhouseCoopers LLP (Atlanta, Georgia), Independent
Registered Public Accounting Firm for BellSouth Corporation
23.2 Consent of Ernst & Young LLP (Atlanta, Georgia), Independent
Registered Public Accounting Firm for Cingular Wireless LLC
23.3 Consent of PricewaterhouseCoopers LLP (Seattle, Washington),
Independent Registered Public Accounting Firm for Omnipoint Facilities
Network II, LLC
99.1 Letter from AT&T to the Federal Communications Commission, filed
December 28, 2006 (FCC Docket No. 06-74)
99.2 The audited consolidated balance sheets of BellSouth Corporation as of
December 31, 2005 and December 31, 2004 and the consolidated
statements of income, consolidated statements of cash flows and
consolidated statements of shareholders' equity and comprehensive
income of BellSouth Corporation for each of the three years in the
period ended December 31, 2005, and the notes related thereto
(incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
Report on Form 8-K filed May 11, 2006)
99.3 The Report of Independent Registered Public Accounting Firm, issued by
PricewaterhouseCoopers LLP (Atlanta, Georgia), dated February 27,
2006, relating to the BellSouth financial statements, management's
assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial
reporting (incorporated by reference to Exhibit 99.2 of AT&T Inc.'s
Current Report on Form 8-K filed May 11, 2006)
99.4 The Report of Ernst & Young LLP, Independent Registered Public
Accounting Firm, dated February 24, 2006, with respect to the
consolidated financial statements of Cingular Wireless LLC
(incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
Report on Form 8-K filed May 11, 2006)
99.5 The unaudited consolidated balance sheets of BellSouth Corporation as
of September 30, 2006 and the consolidated statements of income,
consolidated statements of cash flows and consolidated statements of
shareholders' equity and comprehensive income of BellSouth Corporation
for the period ended September 30, 2006, and the notes related thereto
(incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
Report on Form 8-K filed November 17, 2006)
SIGNATURE
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.
AT&T INC.
By: /s/ James S. Kahan
------------------------------------
Name: James S. Kahan
Title: Senior Executive Vice President--
Corporate Development
Date: December 29, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- ----------------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of March 4, 2006, among
BellSouth Corporation, AT&T Inc., and ABC Consolidation Corp.
(incorporated by reference to Exhibit 2.1 to AT&T Inc.'s Current
Report on Form 8-K filed on March 6, 2006)
4.1 Third Supplemental Indenture by and among New Cingular Wireless
Services, Inc. (f/k/a AT&T Wireless Services, Inc.), Cingular Wireless
LLC, Cingular Wireless II, LLC (f/k/a Cingular Wireless II, Inc.),
AT&T Inc, and U.S. Bank National Association, dated as of December 29,
2006,to the Indenture between AT&T Wireless Services, Inc. and U.S.
Bank National Association (as successor Trustee), dated as of April
11, 2002.
4.2 Indenture between AT&T Wireless Services, Inc. and U.S. Bank National
Association (as successor Trustee), dated as of April 11, 2002
(incorporated by reference to Exhibit 4.3 of New Cingular Wireless
Services, Inc.'s (f/k/a AT&T Wireless Services, Inc.) Form 10-Q for
the quarterly period ended March 31, 2002).
4.3 Guarantee of certain obligation of BellSouth Corporation
23.1 Consent of PricewaterhouseCoopers LLP (Atlanta, Georgia), Independent
Registered Public Accounting Firm for BellSouth Corporation
23.2 Consent of Ernst & Young LLP (Atlanta, Georgia), Independent
Registered Public Accounting Firm for Cingular Wireless LLC
23.3 Consent of PricewaterhouseCoopers LLP (Seattle, Washington),
Independent Registered Public Accounting Firm for Omnipoint Facilities
Network II, LLC
99.1 Letter from AT&T to the Federal Communications Commission, filed
December 28, 2006 (FCC Docket No. 06-74)
99.2 The audited consolidated balance sheets of BellSouth Corporation as of
December 31, 2005 and December 31, 2004 and the consolidated
statements of income, consolidated statements of cash flows and
consolidated statements of shareholders' equity and comprehensive
income of BellSouth Corporation for each of the three years in the
period ended December 31, 2005, and the notes related thereto
(incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
Report on Form 8-K filed May 11, 2006)
99.3 The Report of Independent Registered Public Accounting Firm, issued by
PricewaterhouseCoopers LLP (Atlanta, Georgia), dated February 27,
2006, relating to the BellSouth financial statements, management's
assessment of the effectiveness of internal control over financial
reporting and the
effectiveness of internal control over financial reporting
(incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
Report on Form 8-K filed May 11, 2006)
99.4 The Report of Ernst & Young LLP, Independent Registered Public
Accounting Firm, dated February 24, 2006, with respect to the
consolidated financial statements of Cingular Wireless LLC
(incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
Report on Form 8-K filed May 11, 2006)
99.5 The unaudited consolidated balance sheets of BellSouth Corporation as
of September 30, 2006 and the consolidated statements of income,
consolidated statements of cash flows and consolidated statements of
shareholders' equity and comprehensive income of BellSouth Corporation
for the period ended September 30, 2006, and the notes related thereto
(incorporated by reference to Exhibit 99.2 of AT&T Inc.'s Current
Report on Form 8-K filed November 17, 2006)