Exhibit 2.2
Description of Disclosure Letters
The following lists the general subject matters of the disclosure letter delivered by BellSouth Corporation (“BellSouth”) to AT&T Inc. (“AT&T”) and the disclosure letter delivered by AT&T to BellSouth concurrently with entering into the merger agreement, which disclosure letters were omitted from Exhibit 2.1 pursuant to Item 601(b)(2) of Regulation S-K. BellSouth and AT&T agree to furnish supplementally to the SEC, following request, a copy of each disclosure letter.
List of General Subject Matters under BellSouth Disclosure Letter
Section 3.3(b) | Officer Matters | |
Section 5.1(b) | Capital Structure | |
Attachment 5.1(b)(i) | Outstanding Options by Exercise Price, as of March 1, 2006 | |
Attachment 5.1(b)(2) | List of companies in which BellSouth owns voting securities | |
Section 5.1(d) | Governmental Filings, No Violations | |
Section 5.1(e) | Reports; Financial Statements | |
Section 5.1(f) | Absence of Certain Changes | |
Attachment 5.1(f) | Basic Terms of Agreement: Company ERISA Litigation | |
Section 5.1(g) | Litigation and Liabilities | |
Attachment 5.l(g) | Company Major Litigation and Regulatory Matters | |
Section 5.1(h) | Employee Benefits | |
Attachment 5.l(h) | BellSouth Employee Benefit and Compensation Plans—2006 | |
Section 5.1(i) | Compliance with Laws | |
Section 5.1(j) | Certain Contracts | |
Section 5.1(n) | Taxes | |
Section 5.1(o) | Labor Matters | |
Attachment 5.1(o) | BellSouth Collective Bargaining Agreements | |
Section 5.1(p) | Intellectual Property | |
Section 5.l(q) | Affiliate Transactions | |
Section 6.l(a) | Interim Operations | |
Attachment 6.1(a)(vi) | Capital Expenditure Plan | |
Section 6.10 | Employee Matters | |
Section 6.12(c) | Directors and Officers Liability Insurance | |
List of General Subject Matters under AT&T Disclosure Letter | ||
Section 5.2(b) | Capital Structure | |
Attachment 5.2(b)(i) | Options Outstanding | |
Section 5.2(d) | Governmental Filings; No Violations | |
Section 5.2(d)(ii) | List of Orders and Contracts |