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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: April 22, 1994
AT&T Corp.
A New York Commission File I.R.S. Employer
Corporation No. 1-1105 No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
Telephone Number (212) 387-5400
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Form 8-K AT&T Corp.
April 22, 1994
Item 5. Other Events.
Filed herewith, as Exhibit 5, is the opinion of Ephraim M. Brecher,
Vice President - Taxes and Tax Counsel of AT&T Corp. ("AT&T" or "Company"),
tax counsel to the registrant, as to certain United States Federal income
tax consequences to holders of certain Securities of AT&T registered with
the Securities and Exchange Commission ("SEC") under Registration Statement
No. 33-49589, effective June 23, 1993, which Registration Statement
pertains to Debt Securities and Warrants to purchase Debt Securities for an
aggregate offering price of up to $2,600,000,000. The affected Securities
are those to be designated as Medium Term Notes, Series A.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 5 Opinion of Ephraim M. Brecher, Vice President -
Taxes and Tax Counsel of AT&T, as to certain
United States Federal income tax consequences to
holders of certain Securities of the Company
registered with the SEC under Registration
Statement No. 33-49589.
Exhibit 23 Consent of Ephraim M. Brecher, Vice President -
Taxes and Tax Counsel of AT&T is contained in
opinion of counsel filed as Exhibit 5.
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Form 8-K AT&T Corp.
April 22, 1994
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 thereunto duly authorized.
AT&T Corp.
By S. L. Prendergast
Vice President and Treasurer
April 22, 1994
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EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion of Ephraim M. Brecher, Vice President - Taxes and
Tax Counsel of AT&T, as to certain United States Federal
income tax consequences to holders of certain Securities of
the Company registered with the SEC under Registration
Statement No. 33-49589.
23 Consent of Ephraim M. Brecher, Vice President - Taxes and
Tax Counsel of AT&T is contained in opinion of counsel filed
as Exhibit 5.
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Exhibit 5
(AT&T LOGO)
Room C353
412 Mt. Kemble
Avenue
Ephraim M. Brecher Morristown, NJ
07960
Vice President - Taxes and Tax Counsel 201 644-7960
FAX 201 644-
6823
April 22, 1994
AT&T Corp.
32 Avenue of the Americas
New York, New York 10013-2412
Re: AT&T Corp.
Medium Term Notes, Series A (the "Notes")
Gentlemen:
I have acted as tax counsel for AT&T Corp. (the "Company")
in connection with the proposed issuance of the Notes. You have
requested my opinion regarding the accuracy of the disclosure of
the United States federal income tax considerations pertaining to
the Notes as set forth in the Prospectus Supplement dated October
8, 1993 (the "Prospectus Supplement") as modified by the Pricing
Supplement No. 1 dated April 22, 1994 relating to the Notes (the
"Pricing Supplement"). The Pricing Supplement and the Prospectus
Supplement supplement the Prospectus dated June 23, 1993 relating
to the issuance of notes and warrants to purchase notes of the
Company (the "Prospectus"). The Pricing Supplement, the
Prospectus Supplement and the Prospectus relate to the Company's
Registration Statement No. 33-49589 on Form S-3 under the
Securities Act of 1933, which became effective June 23, 1993 (the
"Registration Statement").
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My opinion is based upon:
(i) the Internal Revenue Code of 1986, as amended, Treasury
Regulations issued thereunder, Revenue Rulings and other
announcements issued by the Internal Revenue Service, and
judicial decisions in effect as of the date hereof (such statute,
regulations, rulings, announcements, and decisions collectively
referred to herein as the "Code and Regulations issued
thereunder"), all of which are subject to change with prospective
or retroactive effect, which change could adversely affect or
render inapplicable my opinion; and
(ii) my assumption that the terms of the Notes are as
described in the Prospectus and the Prospectus Supplement and the
Pricing Supplement.
I have not myself checked or verified the accuracy or
completeness of the information contained in the Prospectus, the
Prospectus Supplement and the Pricing Supplement other than the
statements set forth under the heading "Taxation" in the
Prospectus Supplement as modified by the statements under the
heading "Taxation" in the Pricing Supplement.
Based upon the foregoing, I am of the opinion that the
statements in the Prospectus Supplement under the heading
"Taxation" as modified by the statements in the Pricing
Supplement under the heading "Taxation" are accurate summaries of
the Code and Regulations issued thereunder.
I consent to the filing of this opinion as an exhibit to the
Company's Form 8-K, which will be filed with the Securities and
Exchange Commission and which is incorporated in the Registration
Statement.
Very truly yours,
Ephraim M. Brecher
Vice President - Taxes
and
Tax Counsel
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Exhibit 23
Consent of Ephraim M. Brecher, Vice President - Taxes and Tax
Counsel of AT&T is contained in opinion of counsel filed as
Exhibit 5.
