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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: May 26, 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.
May 26, 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 notes and warrants to purchase notes 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.
May 26, 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
May 26, 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
May 26, 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. 2 dated May 26, 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, 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.
