SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )(1)
EASYLINK SERVICES CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
277 84T 101
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(CUSIP Number)
ROBERT S. FEIT, ESQ., ASSISTANT SECRETARY
AT&T CORP., 295 NORTH MAPLE AVENUE, BASKING RIDGE, NJ 07920
(908) 221-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 28, 2001
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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(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 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).
CUSIP No._277 84T 101 13D Page_2_ of __ Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T Corp., IRS No. 13-4924710
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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
24,239,798
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
24,239,798
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,239,798
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 13D Page 3 of Pages
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Item 1. Security and Issuer.
Class A Common Stock of Easylink Services Corporation. The principal business
address of the Issuer is 399 Thornall Street, Edison, NJ 08837.
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Item 2. Identity and Background.
(a) AT&T Corp. ("AT&T"),
(b) 32 Avenue of the Americas, New York, NY 10013-2412
(c) AT&T is a major participant in the communications industry. The
attached Schedule I is a list of the executive officers and
directors of AT&T which contains the following information with
respect to each such person: name; business address; present
principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted; and AT&T has no controlling
person or corporation.
(d),(e) During the last five years, neither AT&T nor, to the best of
AT&T's knowledge, any person named on Schedule I has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction 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.
(f) a New York corporation
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Item 3. Source and Amount of Funds or Other Consideration.
In connection with the restructuring of approximately $35,000,000 of
indebtedness (the "Indebtedness") owed by the Issuer to AT&T, including the
retirement of portions of the Indebtedness and an extension of the maturity date
with respect to the remaining indebtedness, the Issuer transferred 14,239,798
shares of its Class A Common Stock to AT&T and gave AT&T immediately exercisable
warrants to purchase an additional 10,000,000 shares at a price of $0.61 per
share. The Indebtedness was created by the Issuer's default under the terms of a
promissory note made by the Issuer in favor of AT&T. The promissory note
evidenced the Issuer's obligation to pay AT&T for certain services under a
Transition Services Agreement by and between the Issuer and AT&T, dated as of
January 31, 2001.
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Item 4. Purpose of Transaction.
As a result of the debt restructuring of the Issuer (more fully described in
Item 3, above), AT&T acquired the Class A Common Stock that is the subject of
this Schedule (the "Shares"). AT&T intends to treat the Common Stock of the
Issuer as a passive investment and will realize a gain or loss, if any, on the
sale of the Shares if sold.
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Item 5. Interest in Securities of the Issuer.
(a) AT&T is the beneficial owner of the Shares. The Shares represent
approximately 14.7% of the total number of shares of the Class A
Common Stock of the Issuer as of November 30, 2001. To the
knowledge of the Reporting Person, none of the persons listed on
Schedule I hereto beneficially owns any shares of Common Stock or
other securities of the Issuer.
(b) AT&T maintains the power to vote or to direct the voting of, and
the power to dispose of, or to direct the disposition of, the
Shares.
(c) Except as otherwise set forth herein, neither the Reporting Person
nor, to the knowledge of the Reporting Person, any of the persons
listed on Schedule I, has executed transactions in the Common
Stock during the past 60 days.
(d) Except for the Reporting Person, there is no person that has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
AT&T and the Issuer are parties to a Registration Rights Agreement, dated as of
June 1, 2001, with respect to the Shares. A copy of the Registration Rights
Agreement is attached hereto. AT&T and the Issuer are also parties to an
Accession Agreement dated November 27, 2001, a copy of which is attached hereto,
as well as a Modification Agreement, dated as of June 2, 2001, a copy of which
is attached hereto.
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Item 7. Material to be Filed as Exhibits.
1. Accession Agreement dated as of November 27, 2001, between AT&T and the
Issuer.
2. Joinder of AT&T, dated as of June 1, 2001, to Registration Rights Agreement
between the Issuer and GATX Technology Services Corporation.
3. Modification Agreement, dated as of June 2, 2001, between AT&T and the
Issuer.
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SIGNATURE
After reasonable 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.
December 24, 2001
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(Date)
/s/ Robert S. Feit
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(Signature)
Assistant Secretary
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Schedule I
C. Michael Armstrong - Chairman and Chief Executive Officer, AT&T Corp.
Betsy J. Bernard - Executive Vice President and President and CEO - AT&T
Consumer
James W. Cicconi - General Counsel and Executive Vice President - Law &
Government Affairs
Nicholas S. Cyprus - Vice President and Controller
David W. Dorman - President - AT&T Corp.
Edward M. Dwyer - Vice President and Treasurer
Hossein Eslambolchi - President - AT&T Labs & Chief Technology Officer
Mirian M. Graddick-Weir - Executive Vice President - Human Resources
Frank Ianna - Executive Vice President and President AT&T Network
Services
Richard J. Martin - Executive Vice President - Public Relations and
Employee Communications
Charles H. Noski - Senior Executive Vice President and Chief Financial
Officer - AT&T Corp.
John C. Petrillo - Executive Vice President - Corporate Strategy &
& Business Development
William T. Schleyer - President and CEO - AT&T Broadband
J. Michael Cook - Director; Retired Chairman and CEO, Deloitte & Touche
LLP
Kenneth T. Derr - Director; Chairman of the Board, Retired - Chevron
Corporation
M. Kathryn Eickhoff - Director; President, Eickhoff Economics Incorporated
George M. C. Fisher - Director; Retired Chairman and CEO, Eastman Kodak
Company
Amos B. Hostetter, Jr. - Director; Chairman - Pilot House Associates
Shirley A. Jackson - Director; President, Rensselaer Polytechnic Institute
Donald F. McHenry - Director; President, The IRC Group, LLC
Louis A. Simpson - Director; President and CEO - Capital Operations of
GEICO Corporation
Michael I. Sovern - Director; President Emeritus and Chancellor Kent
Professor of Law, Columbia University
Sanford I. Weill - Director; Chairman and Chief Executive Officer -
Citigroup Inc.