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: January 18, 2005
AT&T CORP.
(Exact Name of Registrant as Specified in Charter)
New York
(State or Other Jurisdiction of Incorporation)
1-1105 13-4924710
(Commission File Number) (IRS Employer Identification No.)
One AT&T Way
Bedminster, New Jersey 07921
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (908) 221-2000
Not Applicable
(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1. Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On January 18, 2005, our Compensation and Employee Benefits Committee (the
Committee) exercised its discretion to approve adjustments to the performance
metrics for the Company's 2004 Bonus Plan to exclude the net income impacts of
the Company's asset impairment charge, business restructuring charge and three
other non-operating events. The Committee also established the performance
metrics for the Company's 2005 Bonus Plan which will be based on 50% net income
and 50% revenue, and a discretionary modifier (plus or minus up to 25%) based on
competitive performance. The Company's senior executives participate in the
Company's Bonus Plans subject to the terms of the AT&T Short Term Incentive
Program, as amended, filed by the Company as Exhibit (10)(iii)(A)(1) to its
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004
(Commission file number 1-1105).
The Committee approved effective January 20, 2005 a payout level of 100% of
target for performance share awards for senior executives outstanding from the
2002-2004 performance cycle. These performance share awards were made under the
Company's 1997 Long Term Incentive Program, as amended, filed by the Company as
Exhibit (10)(iii)(A)(2) to its Annual Report on Form 10-K for 1997 (Commission
file number 1-1105). In addition, the Committee approved the 2005 compensation
structure for equity awards, which in the case of senior executives will consist
of 70% performance shares for a 2005-2007 performance cycle and 30% restricted
stock units. The performance criteria for outstanding performance shares for
2005 will be the same as those established under the 2005 Bonus Plan. The
restricted stock units will vest 50% after two years and 25% each after the
third and fourth year. The Company's equity awards for 2005 will be made under
the Company's 2004 Long Term Incentive Plan, which was filed by the Company as
Exhibit 4.1 to Form S-8 filed May 26, 2004 (Commission file number 333-115909).
The 2004 Bonus Plan payments, and 2005 restricted stock awards and
performance share awards, approved by the Committee for AT&T's named executive
officers based upon 2004 compensation are set forth in the table below:
--------------------------------- ------------------------------- ------------------------------- -------------------------------
Name 2004 Bonus Plan Payment Restricted Stock Units Performance Shares
--------------------------------- ------------------------------- ------------------------------- -------------------------------
David W. Dorman $1,970,000 146,100 340,900
--------------------------------- ------------------------------- ------------------------------- -------------------------------
James W. Cicconi $616,000 29,300 68,200
--------------------------------- ------------------------------- ------------------------------- -------------------------------
Hossein Eslambolchi $708,000 51,300 119,400
--------------------------------- ------------------------------- ------------------------------- -------------------------------
William J. Hannigan $1,147,000 92,100 214,800
--------------------------------- ------------------------------- ------------------------------- -------------------------------
Thomas W. Horton $697,000 56,300 131,200
--------------------------------- ------------------------------- ------------------------------- -------------------------------
The Company is filing as exhibits to this Form 8-K the forms of performance
share award agreement and restricted stock unit award agreement that the
Committee has approved for awards to senior executives during 2005.
Item 9.01. Financial Statements and Exhibits
The following exhibit is filed as part of this Report:
(c) Exhibits
Exhibit No. Description
(10)(a) Form of Performance Share Award Agreement
(10)(b) Form of Restricted Stock Unit Award Agreement
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.
AT&T CORP.
/s/ Robert S. Feit
----------------------------------
By: Robert S. Feit
Vice President - Law and Secretary
January 24, 2005
EXHIBIT INDEX
Exhibit No. Description
(10)(a) Form of Performance Share Award Agreement
(10)(b) Form of Restricted Stock Unit Award Agreement