<PAGE>
<PAGE>
Filed under Rule 424B2
Registration Nos. 33-49589
33-44438
Prospectus Supplement
(To Prospectus Dated June 23, 1993)
[AT&T LOGO]
$400,000,000
American Telephone and Telegraph Company
6.75% Notes Due 2004
The Notes will mature on April 1, 2004. Interest on the Notes is payable
semiannually on April 1 and October 1, commencing October 1, 1994.
The Notes will not be redeemable prior to maturity.
The Notes will be represented by one or more Global Securities registered in
the name of a nominee of The Depository Trust Company, as depository.
Beneficial interests in the Global Securities will be shown on, and transfers
thereof will be effected only through, records maintained by the Depository
and its participants. Except as described herein, Notes in definitive form
will not be issued. The Notes will trade in the Depository's Same-Day Funds
Settlement System until maturity, and secondary market trading activity for
the Notes will, therefore, settle in immediately available funds. All
payments of principal and interest on Global Securities will be made by
American Telephone and Telegraph Company ("AT&T" or the "Company") in
immediately available funds. See "Description of the Notes--Same-Day
Settlement and Payment."
Application will be made to list the Notes on the New York Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public (1) Discount Company (1) (2)
<S> <C> <C> <C>
Per Note................ 99.265% .650% 98.615%
Total................... $397,060,000 $2,600,000 $394,460,000
</TABLE>
(1) Plus accrued interest, if any, from April 4, 1994 to date of delivery.
(2) Before deduction of expenses payable by the Company estimated at
$157,000.
The Notes are offered subject to receipt and acceptance by the Underwriters,
to prior sale and to the Underwriters' right to reject any order in whole
or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Notes will be made through the facilities
of The Depository Trust Company, on or about April 4, 1994.
Salomon Brothers Inc
CS First Boston
Goldman, Sachs & Co.
Merrill Lynch & Co.
Morgan Stanley & Co.
Incorporated
The date of this Prospectus Supplement is March 23, 1994.
<PAGE>
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE OR IN THE OVER-THE-COUNTER MARKET. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by AT&T with the Securities and
Exchange Commission ("SEC") (File No. 1-1105) and are incorporated herein by
reference:
(1) AT&T's Annual Report on Form 10-K for the year ended December 31, 1992;
(2) AT&T's Quarterly Reports on Form 10-Q for the periods ended March 31,
1993, June 30, 1993 andSeptember 30, 1993; and
(3) AT&T's Current Reports on Form 8-K dated February 16, 1993, February 23,
1993, August 4, 1993, August 16, 1993, as amended, October 8, 1993, December
30, 1993, January 14, 1994, January 27, 1994, March 4, 1994 and March 23,
1994.
All documents filed by AT&T pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") after the date of
this Prospectus Supplement and prior to the completion of the distribution of
the Notes shall be deemed to be incorporated by reference in this Prospectus
Supplement and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for the purposes of this Prospectus
Supplement to the extent that a statement contained herein (or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus Supplement.
Copies of the above documents and the 1993 AT&T Annual Report to Shareowners
may be obtained upon request without charge from the Secretary's Department,
AT&T, Room 2420E, 32 Avenue of the Americas, New York, New York 10013-2412.
S-2
<PAGE>
<PAGE>
THE COMPANY
AT&T was incorporated on March 3, 1885 under the laws of the State of New
York and has its principal executive offices at 32 Avenue of the Americas,
New York, New York 10013-2412 (telephone number 212-387-5400).
AT&T is a major participant in two industries: the global information
movement and management industry and the financial services and leasing
industry.
In the global information movement and management industry, AT&T's services
and products include: voice, data and image telecommunications services that
can be used with the telecommunications and information products or systems
of AT&T and others; telecommunications products and systems, ranging from
voice instruments to complex network switching and transmission systems;
computer products and systems; products which combine communications and
computing; installation, maintenance and repair services for communication
and computer products, optical fiber and cable; and components for
high-technology products and systems. The above-described services and
products are designed to meet the needs of broad categories of customers: the
users of telecommunications and information services, including residential,
business and government customers; the providers of telecommunications and
information services, including telephone companies and other
telecommunications agencies around the world; and the manufacturers of
telecommunications, data processing and other electronic equipment.
In the financial services and leasing industry, AT&T, through AT&T Capital
Corporation ("AT&T Capital"), a subsidiary approximately 86 percent of which
AT&T owns, and its subsidiaries provides direct financing and finance leasing
programs for AT&T's own products and the products of other companies, leases
products to customers under operating leases, and, through AT&T Universal
Card Services Corp., a wholly owned subsidiary of AT&T, is in the
general-purpose credit card business.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the unaudited ratio of earnings to fixed
charges of AT&T and its subsidiaries.
<TABLE>
<CAPTION>
Year Ended December 31,
(Unaudited)
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C>
5.0 4.6 1.4 3.6 4.3
</TABLE>
For the purpose of calculating the ratio: (i) earnings have been calculated
by adding fixed charges to income (loss) before income taxes, and by
deducting therefrom interest capitalized during the period and AT&T's share
of the undistributed income in less-than-fifty-percent-owned affiliates, and
(ii) fixed charges comprise total interest (including capitalized interest)
and the portion of rentals representative of the interest factor.
USE OF PROCEEDS
The net proceeds to AT&T from the sale of the Notes are estimated to be
$394.5 million and are expected to be applied towards refunding other debt
including commercial paper and general corporate purposes.
S-3
<PAGE>
<PAGE>
SELECTED FINANCIAL INFORMATION
The following summary of certain data for the years 1993, 1992, and 1991 is
derived from AT&T's audited Consolidated Financial Statements.
<TABLE>
<CAPTION>
Dollars in Millions
(except per share amounts)
1993 1992 1991
<S> <C> <C> <C>
Total revenues $67,156 $64,904 $63,089
Total costs 40,569 39,710 38,825
Income before cumulative effects of accounting
changes 3,974 3,807 522
Cumulative effects of accounting changes(1) (7,768) -- --
Net income (loss) (3,794) 3,807 522
Per common share:
Income before cumulative effects of accounting
changes $2.94 $2.86 $.40
Cumulative effects of accounting changes (5.74) -- --
Net income (loss) $(2.80) $2.86 $.40
</TABLE>
(1) Effective January 1, 1993 the Company adopted (1) Statement of Financial
Accounting Standards ("SFAS") No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," which resulted in an after tax
charge of $7,023 million ($5.19 per share), including $1,375 million for
predivestiture retirees; (2) SFAS No. 112, "Employers' Accounting for
Postemployment Benefits," which resulted in an after tax charge of $1,128
million ($0.83 per share); the change in accounting reduced operating income
by $301 million and net income by $171 million ($0.13 per share) in 1993; and
(3) SFAS No. 109, "Accounting for Income Taxes," which increased net income
by $383 million ($0.28 per share). None of these accounting changes will
affect cash flows.
DESCRIPTION OF THE NOTES
The information herein concerning the Notes should be read in conjunction
with the statements under "Description of the Notes" in the Prospectus dated
June 23, 1993.
General
The Notes will be issued under an indenture, dated as of September 7, 1990,
between the Company and The Bank of New York, as trustee (the "Trustee"), as
amended by the First Supplemental Indenture, dated as of October 30, 1992,
between the Company and the Trustee (such indenture, as amended, including
the provisions deemed a part thereof, or superseding provisions thereof,
pursuant to the Trust Indenture Reform Act of 1990 (P.L. 101-550), being
hereinafter referred to as the "Indenture"), and constitute a separate series
under the Indenture. The Notes will bear interest at the rate of 6.75% per
annum and will mature on April 1, 2004. The Notes will be issued in fully
registered form only and in denominations of $1,000 and integral multiples
thereof.
Interest on the Notes will be paid from April 4, 1994 and will be payable
semiannually on each April 1 and October 1, commencing October 1, 1994, to
the persons in whose names the Notes are registered at the close of business
on the March 15 and September 15, as the case may be, prior to the payment
date, at the annual rate set forth on the cover page of this Prospectus
Supplement. Interest on any Notes issued in definitive form "See "Book-Entry
System" below), will be payable at the office of the Trustee, 101 Barclay
Street, New York, NY 10286, or at such other place or places as may be
designated pursuant to the Indenture, provided that the Company, at its
option, may pay interest other than interest due at maturity by check mailed
to the registered holders. At the maturity of the Notes, the principal
thereof, together with accrued interest thereon, will be payable in
immediately available funds upon surrender thereof at the office of the
Trustee or at such other place or places as may be designated pursuant to the
Indenture. See "Same-Day Settlement and Payment" below.
The notes will not be redeemable prior to maturity and will not be subject to
any sinking fund. The Notes will constitute unsecured and unsubordinated
indebtedness of the Company and will rank on a parity with the Company's
other unsecured and unsubordinated indebtedness.
S-4
<PAGE>
<PAGE>
Book-Entry System
The Notes will be represented by a global security (the "Global Security").
The Global Security will be deposited with, or on behalf of, The Depository
Trust Company (the "Depository") and registered in the name of a nominee of
the Depository. Except under circumstances described below, the Notes will
not be issuable in definitive form.
Upon the issuance of the Global Security, the Depository will credit on its
book-entry registration and transfer system the accounts of persons
designated by the Underwriters with the respective principal amounts of the
Notes represented by the Global Security. Ownership of beneficial interests
in the Global Security will be limited to persons that have accounts with the
Depository or its nominee ("participants") or persons that may hold interests
through participants. Ownership of beneficial interests in the Global
Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depository or its nominee
(with respect to interests of participants) and on the records of
participants (with respect to interests of persons other than participants).
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in the Global
Security.
So long as the Depository or its nominee is the registered owner of the
Global Security, the Depository or such nominee, as the case may be, will be
considered the sole owner or holder of the Notes represented by the Global
Security for all purposes under the Indenture. Except as provided below,
owners of beneficial interests in the Global Security will not be entitled to
have Notes represented by the Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Notes in
definitive form and will not be considered the owners or holders thereof
under the Indenture.
Principal and interest payments on Notes registered in the name of the
Depository or its nominee will be made to the Depository or its nominee, as
the case may be, as the registered owner of the Global Security. None of the
Company, the Trustee, any paying agent or the registrar for the Notes will
have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial interests in the Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial interests.
The Company expects that the Depository for the Notes or its nominee, upon
receipt of any payment of principal or interest, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global
Security as shown on the records of the Depository or its nominee. The
Company also expects that payments by participants to owners of beneficial
interests in the Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
participants.
If the Depository is at any time unwilling or unable to continue as
depositary and a successor Depository is not appointed by the Company within
90 days, the Company will issue Notes in definitive form in exchange for the
entire Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have the Notes represented by the Global
Security and, in such event, will issue Notes in definitive form in exchange
for the entire Global Security. In any such instance, an owner of a
beneficial interest in the Global Security will be entitled to physical
delivery in definitive form of Notes represented by the Global Security equal
in principal amount to such beneficial interest and to have such Notes
registered in its name. Notes so issued in definitive form will be issued as
registered Notes in denominations of $1,000 and integral multiples thereof,
unless otherwise specified by the Company.
Same-Day Settlement and Payment
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest on Global Securities
will be made by AT&T in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depository's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Notes will therefore
be required by the Depository to settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Notes.
S-5
<PAGE>
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
AT&T has agreed to sell to each of the Underwriters named below, and each of
the Underwriters has severally agreed to purchase, the principal amount of
the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
Principal
Amount
Underwriter of Notes
<S> <C>
Salomon Brothers Inc $ 71,600,000
CS First Boston Corporation 71,600,000
Goldman, Sachs & Co. 71,600,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 71,600,000
Morgan Stanley & Co. Incorporated 71,600,000
Bear, Stearns & Co. Inc. 3,000,000
Dean Witter Reynolds Inc. 3,000,000
C.J. Lawrence/Deutsche Bank Securities
Corporation 3,000,000
Donaldson, Lufkin & Jenrette Securities
Corporation 3,000,000
Kidder, Peabody & Co. Incorporated 3,000,000
J.P. Morgan Securities Inc. 3,000,000
Nikko Securities Co. International, Inc. 3,000,000
Nomura Securities International, Inc. 3,000,000
Prudential Securities Incorporated 3,000,000
Pryor, McClendon, Counts & Co., Inc. 3,000,000
SBCI Swiss Bank Corporation Investment banking 3,000,000
Smith Barney Shearson Inc. 3,000,000
UBS Securities Inc. 3,000,000
Utendahl Capital Partners, L.P. 3,000,000
Total $400,000,000
</TABLE>
The Underwriting Agreement provides that the Underwriters are committed to
purchase all of the Notes if any are purchased.
AT&T has been advised by the Underwriters that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at such
price less a concession not in excess of .400% of the principal amount of the
Notes. The Underwriters may allow and such dealers may reallow a concession
not in excess of .250% of such principal amount to other dealers. After the
initial offering, the public offering price and such concessions may be
changed.
AT&T has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the Underwriters may be required to make in respect thereof.
EXPERTS
The consolidated financial statements of AT&T and its subsidiaries at and for
the year ended December 31, 1993, included in AT&T's Current Report on Form
8-K dated March 4, 1994, and the consolidated financial statements and
consolidated financial statement schedules at and for the year ended December
31, 1992, incorporated by reference or included in AT&T's Annual Report on
Form 10-K, incorporated herein by reference, have been incorporated herein in
reliance upon the reports, which report for the year ended December 31, 1993
includes an explanatory paragraph regarding AT&T's change in 1993 in methods
of accounting for postretirement benefits, postemployment benefits and income
taxes, of Coopers & Lybrand, independent auditors, given on the authority of
that firm as experts in accounting and auditing.
S-6
<PAGE>
<PAGE>
PROSPECTUS
$2,701,000,000
American Telephone and Telegraph Company
NOTES AND WARRANTS
American Telephone and Telegraph Company ("AT&T" or the "Company"), directly,
through agents designated from time to time, or through dealers or
underwriters also to be designated, may sell from time to time notes,
debentures and other debt securities (the "Notes") of the Company, and
Warrants (the "Warrants") to purchase notes, for an aggregate offering price
of up to $2,701,000,000, or the equivalent thereof in one or more foreign
currencies or currency units, on terms to be determined at the time of sale.
The specific designation, aggregate principal amount, maturities, rates or
method of calculating rates and time of payment of interest, purchase price,
any terms for redemption or repayment, the currencies or currency units in
which the Notes are denominated or payable, whether the Notes are issuable in
registered form or bearer form (with or without interest coupons) or both, or
in uncertificated form, whether Notes initially will be represented by a
single temporary or permanent global Note, the duration, purchase price,
exercise price and detachability of any Warrants, and the agent, dealer or
underwriter, if any, in connection with the sale of, and any other terms with
respect to, the Notes and/or Warrants in respect of which this Prospectus is
being delivered are set forth in the accompanying Prospectus Supplement
("Prospectus Supplement"). The Company reserves the sole right to accept and,
together with its agents from time to time, to reject in whole or in part any
proposed purchase of Notes or Warrants to be made directly or through agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
If an agent of the Company or a dealer or an underwriter is involved in the
sale of the Notes or Warrants in respect of which this Prospectus is being
delivered, the agent's commission or dealer's or underwriter's discount is
set forth in, or may be calculated from, the Prospectus Supplement and the
net proceeds to the Company from such sale will be the purchase price of such
Notes or Warrants less such commission in the case of an agent, the purchase
price of such Notes or Warrants in the case of a dealer or the public
offering price less such discount in the case of an underwriter, and less, in
each case, the other attributable issuance expenses. The aggregate proceeds
to the Company from all the Notes and Warrants will be the purchase price of
Notes and Warrants sold, less the aggregate of agents' commissions and
dealers' and underwriters' discounts and other expenses of issuance and
distribution. The net proceeds to the Company from the sale of Notes and
Warrants are also set forth in the Prospectus Supplement. See "Plan of
Distribution" for possible indemnification arrangements for the agents,
dealers and underwriters.
June 23, 1993
<PAGE>
<PAGE>
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus
or the Prospectus Supplement in connection with the offer made by this
Prospectus and Prospectus Supplement and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company or by any agent, dealer or underwriter. This Prospectus and
Prospectus Supplement do not constitute an offer of any securities other than
those to which they relate.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission ("SEC"). Such reports, proxy statements and other
information filed by AT&T can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549, and at the regional offices of the SEC
located at 13th Floor, 7 World Trade Center, New York, NY 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511. Such material can also be inspected at the New York, Boston,
Midwest, Pacific and Philadelphia Stock Exchanges. Copies of such material
can also be obtained at prescribed rates from the Public Reference Section of
the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the SEC (File No.
1-1105) and are incorporated herein by reference.
(1) AT&T's Annual Report on Form 10-K for the year 1992;
(2) AT&T's Quarterly Report on Form 10-Q for the period ended March 31,
1993; and
(3) AT&T's Current Reports on Form 8-K dated February 16, 1993 and February
23, 1993.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Notes and Warrants shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents; PROVIDED, HOWEVER, that the documents
enumerated above or subsequently filed by AT&T pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made hereby is in effect prior to the filing with the SEC of AT&T's
Annual Report on Form 10-K covering such year shall not be incorporated by
reference herein or be a part hereof from and after the filing of such Annual
Report on Form 10-K. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein or in the accompanying
Prospectus Supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Copies of the above documents and the 1992 AT&T Annual Report to Shareowners
may be obtained upon request without charge from the Secretary's Department,
AT&T, Room 2420E, 32 Avenue of the Americas, New York, New York 10013-2412
(telephone number 212 387-5400).
2
<PAGE>
<PAGE>
THE COMPANY
AT&T was incorporated in 1885 under the laws of the State of New York and has
its principal executive offices at 32 Avenue of the Americas, New York, New
York 10013-2412 (telephone number 212 387-5400).
AT&T is a major participant in two industries. In the global information
movement and management industry, AT&T's services and products which combine
communications and computing include: voice, data and image
telecommunications services that can be used with the telecommunications and
information products or systems of AT&T and others; telecommunications
products and systems, ranging from voice instruments to complex network
switching and transmission systems; computer products and systems;
installation, maintenance and repair services for communication and computer
products; optical fiber and cable; and components for high-technology
products and systems. In the financial services and leasing industry, the
Company provides direct financing and finance leasing programs for its own
products and the products of other companies, leases products to customers
under operating leases, and is in the general-purpose credit card business.
USE OF PROCEEDS
AT&T intends to use the proceeds from the sale of the Notes and Warrants for
funding investments in AT&T Universal Card Services Corp.; for funding
investments in other subsidiary companies; for capital expenditures; for
purchasing shares of common stock of McCaw Cellular Communications, Inc.;
towards refunding of debt and general corporate purposes. AT&T Universal Card
Services Corp., the AT&T subsidiary that conducts the AT&T Universal Card
business, will use the funding from AT&T to finance the purchase of accounts
receivable and for general corporate purposes. The amount and timing of the
sales of the Notes and Warrants will depend on the timing of the receivables
purchases, market conditions and the availability of other funds to AT&T.
Certain banks have made filings with various banking and telecommunications
regulatory agencies, including the Federal Reserve Board ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Georgia Department of Banking and
Finance and the Federal Communications Commission ("FCC") alleging that the
AT&T Universal Card program violated certain banking laws and telephone
regulations. The Georgia Department of Banking and Finance, the FDIC and the
FRB considered these complaints and decided not to take any action in
connection with the AT&T Universal Card program. While the matter remains
pending at the FCC, AT&T does not expect that the AT&T Universal Card program
will be materially adversely affected.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the unaudited historical ratios of earnings to
fixed charges of AT&T and its subsidiaries.
<TABLE>
<CAPTION>
Year Ended December 31,
(Unaudited)
1992 1991 1990 1989 1988
<S> <C> <C> <C> <C>
4.6 1.4 3.6 4.3 (1.3)(a)
</TABLE>
(a) For the year ended December 31, 1988, there was an earnings deficiency of
$2.8 billion in covering fixed charges due to a $6.7 billion charge related
to rapid conversion of AT&T's long distance network to fully digital
operation.
For the purpose of calculating the ratio: (i) earnings have been calculated
by adding fixed charges to income (loss) before income taxes, and by
deducting therefrom interest capitalized during the period and AT&T's share
of the undistributed income in less-than-fifty-percent-owned affiliates; and
(ii) fixed charges comprise total interest (including capitalized interest)
and the portion of rentals representative of the interest factor.
3
<PAGE>
<PAGE>
DESCRIPTION OF THE NOTES
The Notes are to be issued under an indenture, dated as of September 7, 1990,
between the Company and The Bank of New York, as Trustee (the "Trustee"), as
amended by the First Supplemental Indenture, dated as of October 30, 1992,
between the Company and the Trustee (such indenture, as amended, including
the provisions deemed a part thereof, or superseding provisions thereof,
pursuant to the Trust Indenture Reform Act of 1990 (P.L. 101-550), being
hereinafter referred to as the "Indenture"). A copy of the Indenture is filed
as an exhibit to the Registration Statement. The following summaries of
certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by, reference to all the
provisions of the Indenture, including the definitions therein of certain
terms. References are to the Indenture, and wherever particular provisions
are referred to, such provisions are incorporated by reference as part of the
statement made, and the statement is qualified in its entirety by such
reference.
General
The Indenture does not limit the aggregate principal amount of Notes which
may be issued thereunder and provides that the Notes may be issued from time
to time in one or more series. Reference is made to the Prospectus Supplement
which accompanies this prospectus for a description of the Notes being
offered thereby including: (1) the aggregate principal amount of such Notes;
(2) the percentage of their principal amount at which such Notes will be
sold; (3) the date(s) on which such Notes will mature, or whether such Notes
are payable on demand; (4) the rate(s) per annum at which such Notes will
bear interest, if any, or the method of calculating such rate or rates of
interest; (5) the times at which such interest, if any, will be payable; (6)
the terms for redemption or early repayment, if any; (7) the denominations in
which such Notes are authorized to be issued; (8) the coin or currency in
which the Notes are denominated, which may be a composite currency such as
the European Currency Unit; (9) any provision enabling payments of the
principal of or any premium or interest on the Notes in a coin or currency
other than the currency in which the Notes are denominated, including a
non-U.S. dollar denominated currency; (10) the manner in which the amount of
payments of principal of and any premium or interest on the Notes is to be
determined if such determination is to be made with reference to one or more
indexes; (11) whether such Notes are issuable in registered form ("registered
Notes") or bearer form (with or without interest coupons) ("bearer Notes") or
both, and whether such Notes shall be uncertificated; (12) whether any series
of Notes will be represented by one or more temporary or permanent global
securities and, if so, whether any such global securities will be in
registered or bearer form, the identity of the depository for such global
security or securities and the method of transferring beneficial interests in
such global security or securities; (13) if a temporary global security is to
be issued with respect to a series or any portion thereof, the terms upon
which interests in such temporary global security may be exchanged for
interests in a permanent global security or for definitive Notes of the
series and the terms upon which interest in a permanent global security, if
any, may be exchanged for definitive Notes of the series; (14) information
with respect to book-entry procedures, if any; (15) whether and under what
circumstances the Company will pay additional amounts on any Notes held by a
person who is not a United States person in respect of taxes or similar
charges withheld and, if so, whether the Company will have the option to
redeem such Notes rather than pay such additional amounts; and (16) any other
terms, including any terms which may be required by or advisable under United
States laws and regulations or advisable in connection with the marketing of
the Notes of such series, which will not be inconsistent with the provisions
of the Indenture.
Notes of any series may be registered Notes or bearer Notes or both as
specified in the terms of the series. Additionally, Notes of any series may
be represented by a single global note registered in the name of a
depository's nominee and, if so represented, beneficial interests in such
global note will be shown on, and transfers thereof will be effected only
through, records maintained by a designated depository and its participants.
Notes of any series may also be uncertificated. Unless otherwise indicated in
the Prospectus Supplement, no bearer Notes (including Notes in permanent
global bearer form, as described below) will be offered, sold, resold or
delivered, directly or indirectly, to persons who are within the United
States or its possessions or to any United States person in connection with
their original issuance or their exchange for a portion of a temporary or
permanent global Note. For purposes of this Prospectus, "United States
person" means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any political subdivision thereof, or an estate or trust
the income of which is subject to United States Federal income taxation
regardless of its source.
Unless otherwise indicated in the Prospectus Supplement, principal and
interest, if any, will be payable at the office of one or more paying agents
as specified in the Prospectus Supplement; provided that payment of interest
may
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be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears in the register of the Notes. To the
extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Indenture, interest, if any, on bearer Notes
will be payable only against presentation and surrender of the coupons for
the interest installments evidenced thereby as they mature at the office of a
paying agent of the Company located outside of the United States and its
possessions. The Company will maintain one or more such agents for a period
of two years after the principal of such bearer Notes has become due and
payable. During any period thereafter for which it is necessary in order to
conform to United States tax laws or regulations, the Company will maintain a
paying agent outside of the United States and its possessions to which the
bearer Notes and coupons related thereto may be presented for payment and
will provide the necessary funds therefor to such paying agent upon
reasonable notice.
Bearer Notes and the coupons related thereto will be transferable by
delivery. Unless otherwise indicated in the Prospectus Supplement, registered
Notes will be transferable at the office of one or more transfer or paying
agents as specified in the Prospectus Supplement.
The Notes will be unsecured obligations of the Company and will rank pari
passu with all other unsecured and unsubordinated indebtedness of the
Company.
Unless otherwise indicated in the Prospectus Supplement, the Notes will be
issued only in denominations of $25,000, or the equivalent thereof in the
case of Notes denominated in a foreign currency or currency unit (rounded
downward to an integral multiple of 1,000 units of such foreign currency or
currency unit), and any integral multiple of $1,000 over $25,000, or in the
case of Notes denominated in a foreign currency or currency unit, 1,000 units
of such currency or currency unit, or in such other denominations, not less
than $25,000, as may be specified in the terms of Notes of any particular
series. No service charge will be made for any transfer or exchange of such
Notes, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Notes may be issued as original issue discount Notes (bearing no interest or
interest at a rate which at the time of issuance is below market rates) to be
sold at a substantial discount below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any
such original issue discount Notes will be described in the Prospectus
Supplement relating thereto.
Registered Notes may be exchanged for an equal aggregate principal amount of
registered Notes of the same series having the same date of maturity,
interest rate, original issue date and other terms in such authorized
denominations as may be requested upon surrender of the registered Notes to a
transfer agent of the Company as specified in the Prospectus Supplement and
upon fulfillment of all other requirements of such agent.
To the extent permitted by the terms of a series of Notes authorized to be
issued in registered form and bearer form, bearer Notes may be exchanged for
an equal aggregate principal amount of registered or bearer Notes of the same
series having the same date of maturity, interest rate, original issue date
and other terms in such authorized denominations as may be requested upon
delivery of the bearer Notes with all unpaid coupons relating thereto to a
transfer or paying agent of the Company as specified in the Prospectus
Supplement and upon fulfillment of all other requirements of such agent.
Registered Notes will not be exchangeable for bearer Notes.
Temporary Global Notes
If so specified in the Prospectus Supplement, all or any portion of the Notes
of a series that are issuable as bearer Notes initially will be represented
by one or more temporary global Notes, without interest coupons, to be
deposited with a common depository in London for Morgan Guaranty Trust
Company of New York, Brussels Office, as operator of the Euroclear System
("Euroclear"), and CEDEL S.A. ("CEDEL") for credit to the respective accounts
of the beneficial owners of such Notes (or to such other accounts as they may
direct). On and after the exchange date determined as provided in any such
temporary global Note and described in the Prospectus Supplement, the
interest in such temporary global Note will be exchangeable for definitive
Notes in bearer form, registered form, or permanent global form, or any
combination thereof, as specified in the Prospectus Supplement.
The Prospectus Supplement will set forth the procedures by which interest in
respect of any portion of a temporary global Note payable in respect of an
Interest Payment Date (as defined in such Prospectus Supplement) occurring
prior to the issuance of definitive Notes will be paid.
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Permanent Global Notes
If any Notes of a series are issuable in either bearer or registered
permanent global form, the Prospectus Supplement will describe the
circumstances, if any, under which beneficial owners of interests in any such
permanent global Note may exchange such interests for Notes of such series
and of like tenor and principal amount in any authorized form and
denomination. A person having a beneficial interest in a permanent global
Note, except with respect to payment of principal of, premium, if any, and
any interest on such permanent global Note, will be treated as a holder of
such principal amount of outstanding Notes represented by such permanent
global Note as shall be specified in a written statement of the holder of
such permanent global Note, or in the case of a permanent global Note in
bearer form, of Euroclear or CEDEL which is produced to the Trustee by such
person. Principal of, premium, if any, and any interest on a permanent global
Note will be payable in the manner described in the Prospectus Supplement.
Covenants
Limitation on Secured Indebtedness. AT&T covenants in the Indenture that it
will not, and will not permit any Restricted Subsidiary to, create, assume,
incur or guarantee any Secured Indebtedness without securing the Notes
equally and ratably with such Secured Indebtedness unless immediately
thereafter the aggregate amount of all Secured Indebtedness (not including
Secured Indebtedness with which the Notes are equally and ratably secured or
Secured Indebtedness which is concurrently being retired) and the discounted
present value of all net rentals payable under leases entered into in
connection with sale and leaseback transactions (as further described below)
would not exceed 10% of Consolidated Net Tangible Assets. (Section 4.03)
Limitation on Sale and Leaseback Transactions. AT&T covenants in the
Indenture that it will not, and will not permit any Restricted Subsidiary to,
enter into any lease longer than three years (not including leases of newly
acquired, improved or constructed property) covering any Principal Property
of AT&T or any Restricted Subsidiary that is sold to any other person in
connection with such lease, unless either (a) immediately thereafter, the sum
of (i) the discounted present value of all net rentals payable under all such
leases entered into after April 1, 1986 (except any such leases entered into
by a Restricted Subsidiary before the time it became a Restricted Subsidiary)
and (ii) the aggregate amount of all Secured Indebtedness (not including
Secured Indebtedness with which the Notes are equally and ratably secured)
does not exceed 10% of Consolidated Net Tangible Assets, or (b) an amount
equal to the greater of (x) the net proceeds to AT&T or a Restricted
Subsidiary from such sale and (y) the discounted present value of all net
rentals payable thereunder, is applied within 180 days to the retirement of
long-term debt of AT&T or a Restricted Subsidiary (other than such debt which
is subordinate to the Notes or which is owing to AT&T or a Restricted
Subsidiary). (Section 4.04)
Certain Definitions. "Secured Indebtedness" means indebtedness of AT&T or any
Restricted Subsidiary for borrowed money secured by any lien upon (or in
respect of any conditional sale or other title retention agreement covering)
any Principal Property or the stock or indebtedness of a Restricted
Subsidiary, but excluding from such definition all indebtedness: (i)
outstanding on April 1, 1986 secured by liens (or arising from conditional
sale or other title retention agreements) existing on that date; (ii)
incurred after April 1, 1986 to finance the acquisition, improvement or
construction of such property and either secured by purchase money mortgages
or liens placed on such property within 180 days of acquisition, improvement
or construction or arising from conditional sale or other title retention
agreements; (iii) secured by liens on Principal Property or the stock or
indebtedness of Restricted Subsidiaries and existing at the time of
acquisition thereof; (iv) owing to AT&T or any other Restricted Subsidiary;
(v) secured by liens existing at the time a corporation becomes a Restricted
Subsidiary; (vi) incurred to finance the acquisition or construction of
property secured by liens in favor of any country or any political
subdivision thereof; and (vii) constituting any replacement, extension or
renewal of any such indebtedness (to the extent such indebtedness is not
increased). "Principal Property" means land, land improvements, buildings and
associated factory, laboratory, office and switching equipment (excluding all
products marketed by AT&T or any of its subsidiaries) constituting a
manufacturing, development, warehouse, service, office or operating facility
owned by or leased to AT&T or a Restricted Subsidiary, located within the
United States and having an acquisition cost plus capitalized improvements in
excess of .25 per cent of Consolidated Net Tangible Assets as of the date of
such determination, other than any such property financed through the
issuance of tax-exempt governmental obligations, or which the Board of
Directors determines is not of material importance to AT&T and its Restricted
Subsidiaries taken as a whole, or in which the interest of AT&T and all its
subsidiaries does not exceed 50%. "Consolidated Net Tangible Assets" means
the total
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assets of AT&T and its subsidiaries, less current liabilities and certain
intangible assets (other than product development costs). "Restricted
Subsidiary" means (i) any subsidiary of AT&T which has substantially all its
property in the United States, which owns or is a lessee of any Principal
Property and in which the investment of AT&T and all its subsidiaries exceeds
.25 per cent of Consolidated Net Tangible Assets as of the date of such
determination, other than certain financing subsidiaries and subsidiaries
formed or acquired after April 1, 1986 for the purpose of acquiring the
business or assets of another person and that do not acquire all or any
substantial part of the business or assets of AT&T or any Restricted
Subsidiary and (ii) any other subsidiary designated by the Board of Directors
as a Restricted Subsidiary. (Section 1.01)
Limitation on Consolidation, Merger, Sale or Conveyance of Assets. Nothing in
the Indenture shall prevent any consolidation of AT&T with, or merger of AT&T
into, any other corporation or corporations (whether or not affiliated with
AT&T), or successive consolidations or mergers to which AT&T or its successor
or successors shall be a party or parties, or shall prevent any sale or
conveyance of the property of AT&T (including stock of subsidiaries) as an
entirety or substantially as an entirety to any other corporation (whether or
not affiliated with AT&T) authorized to acquire and own or operate the same;
provided that AT&T covenants in the Indenture that upon any such
consolidation, merger, sale or conveyance, the due and punctual payment of
the principal of (and premium, if any) and interest on all of the Notes of
each series, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of the Indenture to be
performed or observed by AT&T shall be expressly assumed, by supplemental
indenture executed and delivered to the Trustee by the corporation formed by
such consolidation, or into which AT&T shall have been merged, or which shall
have acquired such property. (Section 5.01)
Events of Default, Notice and Waiver
The Indenture provides that, if an Event of Default specified therein in
respect of any series of Notes shall have happened and be continuing, either
the Trustee or the holders of 25% in principal amount of the outstanding
Notes of such series may declare the principal of all of the Notes of such
series to be due and payable. (Section 6.01)
Events of Default in respect of the Notes of any series are defined in the
Indenture as being: default for 90 days in payment of any interest
installment when due; unless otherwise specified in the Prospectus Supplement
with respect to the Notes of any series, default in payment of principal of
or premium, if any, on Notes of such series when due; default for 90 days
after written notice to the Company by the Trustee or by the holders of 25%
in principal amount of the outstanding Notes of such series in performance of
any agreement in the Notes or Indenture in respect of such series; and
certain events of bankruptcy, insolvency and reorganization. (Section
6.01) The Company is not required to furnish any periodic evidence as to the
absence of default or as to compliance with the terms of the Indenture.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default in respect of any series of Notes, give to the
holders of such series notice of all uncured and unwaived defaults known to
it; provided that, except in the case of default in payment on any of the
Notes of such series, the Trustee will be protected in withholding such
notice if it in good faith determines that the withholding of such notice is
in the interest of the holders of such series. The term "default" for the
purpose of this provision means any event which is, or after notice or
passage of time or both would be, an Event of Default. (Section 7.05)
The Indenture contains provisions entitling the Trustee, subject to the duty
of the Trustee during an Event of Default in respect of any series of Notes
to act with the required standard of care, to refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to
it. (Section 7.01)
The Indenture provides that the holders of a majority in principal amount of
the outstanding Notes of any series may direct the time, method and place of
conducting proceedings for remedies available to the Trustee, or exercising
any trust or power conferred on the Trustee, in respect of such
series. (Section 6.06)
In certain cases, the holders of a majority in principal amount of the
outstanding Notes of a series may on behalf of the holders of all Notes of
such series waive any past default or Event of Default, or compliance with
certain provisions of the Indenture, except among other things a default in
payment of the principal of, premium, if any, or interest on, any of the
Notes of such series. (Sections 6.01 and 6.06)
Discharge and Defeasance
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to holders of any series of Notes issued under the Indenture
which have not already been delivered to the Trustee for cancellation and
which
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have either become due and payable or are by their terms due and payable
within one year (or scheduled for redemption within one year) by irrevocably
depositing with the Trustee as trust funds an amount in cash sufficient to
pay at maturity (or upon redemption) the principal of and interest on such
Notes. (Section 8.01)
In the case of any series of Notes the exact amounts (including the currency
of payment) of principal of and interest due on such series can be determined
at the time of making the deposit referred to below, the Company at its
option may also (i) discharge any and all of its obligations to holders of
such series of Notes ("defeasance") on the 91st day after the conditions set
forth below have been satisfied, but may not thereby avoid its duty to
register the transfer or exchange of such series of Notes, to replace any
temporary, mutilated, destroyed, lost or stolen Notes of such series or to
maintain an office or agency in respect of such series of Notes, or (ii) be
released with respect to such series of Notes from the obligations imposed by
the covenants described under "Covenants" above ("covenant defeasance").
Defeasance and covenant defeasance may be effected only if, among other
things, (i) the Company irrevocably deposits with the Trustee as trust funds
(a) money in an amount, (b) in the case of Notes payable only in U.S.
Dollars, U.S. Government Obligations (as defined in the Indenture) which
through the payment of interest and principal in respect thereof will provide
money in an amount or (c) a combination of (a) and (b), certified by a
nationally recognized firm of independent public accountants to be sufficient
to pay each installment of principal of and interest on all outstanding Notes
of such series on the dates such installments of principal and interest are
due; and (ii) the Company delivers to the Trustee an opinion of independent
counsel to the effect that the holders of such series of Notes will not
recognize gain or loss for United States Federal income tax purposes as a
result of such defeasance or covenant defeasance and will be subject to
United States Federal income tax on the same amount and in the same manner
and at the same time as would have been the case if such defeasance or
covenant defeasance had not occurred (which opinion may include or be based
on a ruling to that effect received from or published by the Internal Revenue
Service). (Section 8.02)
Modification of the Indenture
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in principal amount of the
outstanding Notes of each series affected thereby (with such series voting as
a separate class), to execute supplemental indentures adding any provisions
to or changing or eliminating any of the provisions of the Indenture or
modifying the rights of the holders of Notes of each such series, except that
no such supplemental indenture may, without the consent of each holder
affected, among other things, change the maturity of any Notes, or change the
principal amount thereof, or any premium thereon, or change the rate or
change the time of payment of interest thereon, make any Note payable in
money other than that stated in the Note, or reduce the aforesaid percentage
of outstanding Notes. (Sections 9.01 and 9.02)
Concerning the Trustee
The Company may from time to time maintain lines of credit, and have other
customary banking relationships, with The Bank of New York, the Trustee under
the Indenture.
DESCRIPTION OF THE WARRANTS
The Company may issue Warrants for the purchase of Notes. Warrants may be
issued independently or together with any Notes offered by any Prospectus
Supplement and may be attached to or separate from such Notes. The Warrants
will be issued under a Warrant Agreement to be entered into between the
Company and a bank or trust company, as Warrant Agent, and may be issued in
one or more series, all as set forth in the Prospectus Supplement relating to
the particular issue of Warrants. The Warrant Agent will act solely as an
agent of the Company in connection with the Warrants and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of Warrants. The following summaries of certain provisions
of the form of Warrant Agreement do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, the
provisions of the form of Warrant Agreement (including the form of
certificate evidencing the Warrants ("Warrant Certificate")), copies of which
are filed as exhibits to the Registration Statement.
General
If Warrants are offered, the Prospectus Supplement will describe the
following terms of the Warrants offered hereby (to the extent such terms are
applicable to such Warrants): (i) the offering price; (ii) the coin or
currency for which Warrants may be purchased, which may be a composite
currency such as the European Currency Unit; (iii) the
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date on which the right to exercise the Warrants shall commence and the date
on which such right shall expire or, if the Warrants are not continuously
exercisable throughout such period, the specific date or dates on which they
will be exercisable; (iv) whether the Warrants will be issuable in registered
or bearer form or both and whether the Warrants will be issued in temporary
and/or permanent global form, or in uncertificated form; (v) the designation,
aggregate principal amount, currency or currency unit and other terms of the
Notes purchasable upon exercise of the Warrants and, if such Notes are
issuable in bearer form, restrictions applicable to the purchase of Notes in
bearer form upon exercise of the Warrants; (vi) the designation and terms of
the Notes with which the Warrants are issued and the number of Warrants
issued with each such Note; (vii) the date on and after which the Warrants
and the related Notes will be separately transferable; (viii) the principal
amount of Notes purchasable upon exercise of one Warrant and the price at
which and currency or currency units in which such principal amount of Notes
may be purchased upon such exercise; (ix) United States Federal income tax
consequences; and (x) any other terms of the Warrants, including any terms
which may be required or advisable under United States laws or regulations.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus
Supplement. Prior to the exercise of their Warrants, holders of Warrants will
not have any of the rights of holders of the Notes purchasable upon such
exercise, including the right to receive payments of principal of, premium,
if any, or interest, if any, on the Notes purchasable upon such exercise or
to enforce covenants in the Indenture.
Exercise of Warrants
Each Warrant will entitle the holder to purchase such principal amount of
Notes at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Warrants. Warrants
may be exercised at any time up to 5:00 P.M. New York time on the date set
forth in the Prospectus Supplement relating to such Warrants. After such time
on the date (or such later date to which such date may be extended by the
Company), unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may be set forth
in the Prospectus Supplement relating thereto, Warrants may be exercised by
delivery to the Warrant Agent of the Warrant Certificate evidencing such
Warrants properly completed and duly executed and of payment as provided in
the Prospectus Supplement of the amount required to purchase the Notes
purchasable upon such exercise. Warrants will be deemed to have been
exercised upon receipt of such Warrant Certificate and payment at the
corporate trust office of the Warrant Agent or any other office indicated in
the Prospectus Supplement and the Company will, as soon as practicable
thereafter, issue and deliver the Notes purchasable upon such exercise. If
fewer than all of the Warrants represented by such Warrant Certificate are
exercised, a new Warrant Certificate will be issued for the remaining amount
of the Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Notes and Warrants being offered hereby in four
ways: (i) directly to purchasers, (ii) through agents, (iii) through dealers,
or (iv) through underwriters. Any or all of the foregoing may be customers
of, engage in transactions with or perform services for the Company in the
ordinary course of business.
Offers to purchase the Notes and Warrants may be solicited directly by the
Company or by agents designated by the Company from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), involved in the
offer or sale of the Notes and/or Warrants in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment. Agents may
be entitled under agreements, which may be entered into with the Company, to
indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act.
If a dealer is utilized in the sale of the Notes and/or Warrants in respect
of which this Prospectus is delivered, the Company will sell such Notes
and/or Warrants to the dealer, as principal. The dealer may then resell such
Notes and/or Warrants to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled to indemnification
by the Company against certain liabilities, including liabilities under the
Securities Act.
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If the sale is accomplished through an underwriter or underwriters, the
Company will enter into an underwriting agreement with such underwriters at
the time of sale to them and the names of the underwriters and the terms of
the transaction will be set forth in the Prospectus Supplement, which will be
used by the underwriters to make resales of the Securities in respect of
which this Prospectus is delivered to the public. The underwriters may be
entitled, under the relevant underwriting agreement, to indemnification by
the Company against certain liabilities, including liabilities under the
Securities Act.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Notes and/or Warrants from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on a specified future date.
Institutions with which Contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, educational
and charitable institutions, and other institutions, but shall in all cases
be subject to the approval of the Company. Except as otherwise provided in
the Prospectus Supplement, Contracts will not be subject to any conditions
except that the purchase by an institution of the Notes covered by its
Contract shall not at the time of delivery be prohibited under the laws of
any jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be paid to agents and
underwriters soliciting purchases of the Notes and/or Warrants pursuant to
Contracts accepted by the Company.
The place and time of delivery for the Notes and/or Warrants in respect of
which this Prospectus is delivered are set forth in the accompanying
Prospectus Supplement.
FOR FLORIDA RESIDENTS
AT&T provides telecommunications services between the United States and Cuba
jointly with Empresa de Telecomunicaciones Internacionales de Cuba
("EMTELCUBA"), the Cuban telephone company, pursuant to all applicable U.S.
laws and regulations. All payments due EMTELCUBA are handled in accordance
with the provisions of the Cuban Assets Control Regulations and specific
licenses issued thereunder. AT&T is the sole owner of the Cuban American
Telephone and Telegraph Company ("CATT"), a Cuban corporation. CATT owns
cable facilities between the United States and Cuba that have not been
activated.
This information is accurate as of the date hereof. Current information
concerning AT&T's business dealings with the government of Cuba or with any
person or affiliate located in Cuba may be obtained from the Division of
Securities and Investor Protection of the Florida Department of Banking and
Finance, the Capitol, Tallahassee, Florida 32399-0350, telephone number (904)
488-9805.
LEGAL OPINIONS
Robert E. Scannell, Vice President--Law and Secretary of AT&T, is passing
upon the legality of the Notes and Warrants for the Company. As of April 30,
1993, Robert E. Scannell owned 832 shares of AT&T Common Stock and had
options to acquire 20,135 shares of AT&T Common Stock.
Davis Polk & Wardwell of New York City is passing upon the legality of the
Notes and Warrants for any agent, dealer or underwriter which may be involved
in any sale thereof. Such firm from time to time acts as counsel for the
Company and its subsidiaries.
EXPERTS
The consolidated financial statements and consolidated financial statement
schedules of AT&T and its subsidiaries incorporated by reference or included
in AT&T's Annual Report on Form 10-K for the year ended December 31, 1992,
incorporated herein by reference, have been incorporated herein in reliance
upon the reports of Coopers & Lybrand, independent auditors, given on the
authority of that firm as experts in accounting and auditing.
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No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus Supplement or the Prospectus in connection with the offer
made by this Prospectus Supplement and the Prospectus and, if given or made,
such other information or representations must not be relied upon as having
been authorized by the Company or by any of the Underwriters. Neither the
delivery of this Prospectus Supplement and the Prospectus nor any sale made
thereunder shall, under any circumstances, create an implication that there
has been no change in the affairs of the Company since the date of this
Prospectus Supplement. This Prospectus Supplement and the Prospectus do not
constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to anyone to whom it
is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Prospectus Supplement
Incorporation of Documents by
Reference S-2
The Company S-3
Ratio of Earnings to Fixed
Charges S-3
Use of Proceeds S-3
Selected Financial Information S-4
Description of the Notes S-4
Underwriting S-6
Experts S-6
Prospectus
Available Information 2
Incorporation of Documents by
Reference 2
The Company 3
Use of Proceeds 3
Ratio of Earnings to Fixed
Charges 3
Description of the Notes 4
Description of the Warrants 8
Plan of Distribution 9
For Florida Residents 10
Legal Opinions 10
Experts 10
</TABLE>
$400,000,000
American Telephone
and Telegraph
Company
6.75% Notes Due 2004
[AT&T LOGO]
Salomon Brothers Inc
CS First Boston
Goldman, Sachs & Co.
Merrill Lynch & Co.
Morgan Stanley & Co.
Incorporated
Prospectus Supplement
Dated March 23, 1994
