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Filed Pursuant to Rule 424 (b)(3)
Registration No. 33-49589
Pricing Supplement No. 3 Dated: July 25, 1994
(To Prospectus date June 23, 1993 and Prospectus Supplement date October 8,
1993)
AT&T Corp.
Medium-Term Notes, Series A
Due More than Nine Months From Date of Issue
Floating Rate Note
Principal Amount: $15,000,000
Agent: Bankers Trust Securities Corporation
Agent's Commission: 0.75% of Principal Amount
Original Issue Date: August 3, 1994
Maturity Date: August 3, 2054
Issue Price: 100% (as a percentage of Principal
Amount)
Specified Currency: U.S. Dollars
Note Form: Book-Entry
Initial Interest Rate: The Initial Interest Rate will be
determined on August 1, 1994 at or
about 3:45 New York City time. The
Initial Interest Rate will be the
Commercial Paper Rate adjusted by
the Spread as defined below.
Type of Floating Rate Note: Regular Floating Rate
Interest Rate following Initial
Interest Rate: Base Rate adjusted by the Spread
described below
Base Rate: Commercial Paper Rate
Index Currency: U.S. Dollars
Index Maturity: 30 days
Spread: The Spread to the Base Rate is
adjusted each Interest Period based
upon the Standard and Poor s (S&P)
long-term senior debt rating of the
issuer as follows:
Issuer Rating Spread
AAA -20 basis points
AA+ -17 basis points
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AA -15 basis points
AA- -13 basis points
A+ -11 basis points
A -09 basis points
A- -07 basis points
BBB+ -05 basis points
BBB -03 basis points
BBB- -01 basis points
Below BBB +45 basis points
If S&P ceases to exist, then the
Calculation Agent and the Issuer
shall mutually select a nationally
recognized securities ratings
agency, with preference, if
possible, given to one
contemporaneously assigning the same
rating to the Issuer as that of S&P
at the time of S&P s cessation, to
act as a substitute rating agency,
and mutually make any necessary
adjustments to provide for an
equivalent ratings scale.
Interest Reset Period: Monthly
Maximum Interest Rate: N/A
Minimum Interest Rate: 0.0%
Interest Payment Date: Semi-annually, each February 3 and
August 3 commencing February 3, 1995
provided that if any Interest
Payment Date is not a New York
Business Day, then interest will be
paid on the next succeeding New York
Business Day.
Interest Reset Date: The third calendar day of each month
commencing September 3, 1994.
Interest Determination Date: Two New York Business Days prior to
the 3rd calendar day of each month.
Day Count Convention: Actual/360
Accrual of Interest: Interest payments will include the
amount of interest accrued from and
including the most recent Interest
Payment Date to which interest has
been paid (or from and including the
Original Issue Date if no interest
has been paid on the Notes) to, but
excluding the applicable Interest
Payment Date.
The Aggregate Interest Amount shall
be the sum of (i)the Interest
Amount calculated for such
Interest Period , (ii) the
Aggregate Carry-over Interest
Amount in respect of such Interest
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Period , and (iii) the Compounding
Amount . If the Interest Reset Date
is an Interest Payment Date, then
the Aggregate Interest Amount will
be the Interest Payment Amount
payable on such Interest Payment
Date. If the Interest Reset Date is
not an Interest Payment Date, then
such amount shall be deemed to be
the Aggregate Carry-over Interest
Amount for the next succeeding
Interest Period and no payment shall
be made on that date. Interest
Amount means with respect to each
Interest Period, the product of the
Principal Amount and an accrued
Interest Factor. This accrued
Interest Factor will be computed by
adding the Interest Factors
calculated for each day in the
Interest Period. The Interest
Factor for the Notes for each such
day will be computed by dividing the
Interest Rate applicable to such day
by 360.
Interest Period means each of the
following periods: (i) from and
including the Original Issue Date to
but excluding the Initial Reset Date
and (ii)from and including each
Interest Reset Date (other than the
Maturity Date) to but excluding the
next Interest Reset Date.
Aggregate Carry-over Interest
Amount shall be zero with respect
to each interest period immediately
succeeding an Interest Payment Date
and with respect to each of the
succeeding Interest Periods, means
the amount calculated as provided
above. Aggregate Interest Amount
means the amount calculated as
provided above. Compounding
Amount means the amount which is
the product of (i) the accrued
Interest Factor for any relevant
Interest Period and(ii) the
Aggregate Carry-over Interest Amount
for such Interest Period.
Calculation Date: The tenth calendar day after each
Interest Determination Date or, if
such tenth day is not a New York
Business Day, the next succeeding
New York Business Day.
Calculation Agent: Bankers Trust Securities Corporation
Redemption:
The Notes may be redeemed prior to maturity at the option of the issuer
on the fifteenth anniversary of the
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Original Issue Date and on each
anniversary thereafter, commencing
on August 3, 2009, at the following
prices, expressed as a percentage of
the Principal Amount:
Date(s) Price
August 3, 2009 through
August 3, 2013 110.000%
August 3, 2014 through
August 3, 2018 108.000%
August 3, 2019 through
August 3, 2023 107.000%
August 3, 2024 through
August 3, 2028 106.000%
August 3, 2029 through
August 3, 2035 105.500%
August 3, 2036 105.000%
August 3, 2037 104.575%
August 3, 2038 103.750%
August 3, 2039 103.125%
August 3, 2040 102.500%
August 3, 2041 101.875%
August 3, 2042 101.250%
August 3, 2043 100.625%
August 3, 2044 through
August 3, 2054 100.00%
Repayment:
The Notes are repayable at the option of the holders on the fifth
anniversary of the Original Issue
Date and on each third anniversary
thereafter, commencing on August 3,
1999, at the following redemption
prices, expressed as a percentage of
the Principal Amount plus interest
accrued from, and including, the
last date to which interest has been
paid to but excluding the applicable
Optional Repayment Date:
Date Price
August 3, 1999 99.40%
August 3, 2002 99.44%
August 3, 2005 99.50%
August 3, 2008 99.58%
August 3, 2011 99.68%
August 3, 2014 99.80%
August 3, 2017 99.92%
August 3, 2020 100.00%
August 3, 2023 100.00%
August 3, 2026 100.00%
August 3, 2029 100.00%
August 3, 2032 100.00%
August 3, 2035 100.00%
August 3, 2038 100.00%
August 3, 2041 100.00%
August 3, 2044 100.00%
August 3, 2047 100.00%
August 3, 2050 100.00%
August 3, 2053 100.00%
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The Notes are repayable at the
option of the Holders upon the
occurrence and continuance of any
Event of Default specified in the
Indenture at the next Interest
Payment Date at 101.00% of Principal
Amount plus interest accrued from,
and including, the last date to
which interest has been paid to, but
excluding, the Interest Payment Date
for repayment.
Renewal:
The Notes cannot be renewed by the investor.
Extension:
The Notes cannot be extended prior to maturity.
Dual Currency Notes:
The Company can not make payments in an optional currency.
Original Issue Discount
The Notes are not Discount Notes or Original Issue Discount Notes.
Taxation
The following discussion of the United States federal income tax
consequences of the ownership of the Notes supplements, and to the extent
inconsistent with replaces, the discussion under the caption "Taxation" in the
Prospectus Supplement dated October 8, 1993. Terms not defined herein have
the same meanings as in the Prospectus Supplement.
This discussion is based on regulations concerning the treatment of debt
instruments issued with original issue discount (the "OID Regulations") and
related provisions of the Code. The OID Regulations are effective for Notes
issued on or after April 4, 1994.
Under Section 1.1275-5 of the OID Regulations, as under the Proposed OID
Regulations, the Notes will be treated as variable rate debt instruments and
will not bear original issue discount. As a result, the stated interest on
the Notes will be taxable to a United States Holder as ordinary income at the
time that it is received or accrued, depending on the United States Holder's
method of accounting. While the OID Regulations have amended many provisions
of the Proposed OID Regulations, such amendments are not relevant to the
Notes.
