SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
Marilyn J. Wasser
Vice President-Law and 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 27, 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 5 Pages)
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. 04649A106 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T Corp.
I.R.S. Identification No. 13-4924710
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES 8,000,000
BENEFICIALLY _________________________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 73,081,595
PERSON _________________________________________________________________
WITH 9 SOLE DISPOSITIVE POWER
EACH
8,000,000
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
73,081,595
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,081,595
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* 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. The percent of class provided is based on
information provided by the Issuer about the number of shares of Class A Common
Stock and Class B Common Stock as of February 21, 2002.
CUSIP No. 04649A106 13D Page 3 of 5 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
This Amendment relates to the Class A Common Stock, par value $0.0001 per share
("Class A Common Stock"), of AT&T Latin America Corp., a Delaware corporation
("ATTL"). The address of the principal executive office of ATTL is 220 Alhambra
Circle, Coral Gables, FL 33134. This Amendment amends the Schedule 13D Statement
(the "Schedule 13D") of AT&T Corp., a New York corporation ("AT&T") relating to
the Issuer filed on February 14, 2001 and the Schedule 13D Amendment of AT&T
relating to the Schedule 13D and filed on January 23, 2002.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following at the end thereof:
The Issuer issued 2,009,259 shares of Class A Common Stock to certain of its
employees on November 27, 2001. As a result of the issuance, AT&T's percentage
ownership of the Issuer's Class A Common Stock is currently 68.5% of the class.
The number of shares beneficially owned by AT&T did not change.
________________________________________________________________________________
CUSIP No. 04649A106 13D Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety and restated as follows:
(a) As of the date hereof, ATTL Holding Corp. is the direct owner, and
AT&T Corp. is the indirect owner, of 73,081,595 shares of Class B
Common Stock. As stated in the Schedule 13D, ATTLA Holding Corp. 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 listed on the Schedule 13D is the beneficial owner of
73,081,595 shares of Class A Common Stock. Additionally, AT&T is also
the direct owner of 8,000,000 shares of the Issuer's Class A 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) ATTLA Holding Corp. and AT&T, as its parent, share the power to vote
and dispose of the 73,081,595 shares of Class A Common Stock, and AT&T
holds the power to vote and dispose of an additional 8,000,000 shares
of Class A Common Stock.
(c) Other than as set forth in this Schedule 13D Amendment, 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 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 Class A Common Stock beneficially owned by the Reporting
Persons.
(e) Not applicable.
________________________________________________________________________________
CUSIP No. 04649A106 13D Page 5 of 5 Pages
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.
March 5, 2002
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(Date)
AT&T Corp.
By: /s/ Robert S. Feit
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(Signature)
Robert S. Feit
Authorized Signatory
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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 & Controller
David W. Dorman - President - AT&T Corp.
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.