<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------
AT&T CORP.
(Exact name of registrant as specified in its charter)
NEW YORK 13-4924710
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
32 Avenue of the Americas
New York, New York 10013-2412
(address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
- -------------------------------------------------------------------------
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- -------------------------------------------------------------------------
$500,000,000 7-1/2% Notes due 2006 New York Stock Exchange
- -------------------------------------------------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT
None.
<PAGE>
<PAGE>2
Item 1. Description of Registrant's Securities to be Registered.
For a description of the $500,000,000 7-1/2% Notes
due 2006 (the "Notes") reference is hereby made to "Description of the
Notes" contained in the Prospectus Supplement dated June 2, 1994
("Prospectus Supplement"). Such Prospectus Supplement and the Prospectus
dated June 23, 1993 of AT&T Corp. ("AT&T" or the "Company") were filed on
June 3, 1994 with the Securities and Exchange Commission ("Commission")
pursuant to Commission Rule 424(b). The Prospectus Supplement and
Prospectus have been made part of AT&T's Registration Statements on Form
S-3 filed with the Commission on May 11, 1993 (Registration Statement No.
33-49589) under the Securities Act of 1933, as amended, and declared
effective by the Commission on June 23, 1993. Such description of such
Notes is incorporated herein by reference.
Item 2. Exhibits.
The exhibits identified in parentheses below, on
file with the Commission, are incorporated herein by reference as
exhibits hereto.
Exhibits
--------
4.A Form of Permanent Global
Registered Fixed Rate
Security.
4.B Indenture dated as of
September 7, 1990, between the
Company and The Bank of New
York, Trustee, substantially
in the form executed
(incorporated herein by
reference to Exhibit 4A to
Form SE, dated September 10,
1990, File No. 1-1105). First
Supplemental Indenture, dated
as of October 30, 1992 between
the Company and the Trustee
(Exhibit 4.AA to Form 8-K
dated December 1, 1992).
<PAGE>
<PAGE>3
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
AT&T CORP.
By: S. L. Prendergast
Vice President and Treasurer
June 6, 1994
<PAGE>
<PAGE>4
EXHIBIT INDEX
The exhibits identified in parentheses below, on
file with the Commission, are incorporated herein by reference as
exhibits hereto.
Exhibits
--------
4.A Form of Permanent Global Registered Fixed
Rate Security.
4.B Indenture dated as of September 7, 1990,
between the Company and The Bank of New York,
Trustee, substantially in the form executed
(incorporated herein by reference to Exhibit
4A to Form SE, dated September 10, 1990, File
No. 1-1105). First Supplemental Indenture,
dated as of October 30, 1992 between the
Company and the Trustee (Exhibit 4.AA to Form
8-K dated December 1, 1992).
<PAGE>1 Exhibit 4.A
(SPECIMEN)
[Form of Permanent Global Registered Fixed Rate Security]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HERINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC") TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AT&T
CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
AT&T CORP.
$ 7-1/2% Notes due 2006
REGISTERED CUSIP NO.
No._______
AT&T Corp., a New York corporation (herein
referred to as the "Company"), for value received, hereby promises to pay
to CEDE & CO. or registered assigns the principal sum of ___________ on
June 1, 2006, and to pay interest semiannually on June 1 and December 1,
commencing December 1, 1994, on said principal sum at the rate per annum
specified in the title of these Notes, from June 1, 1994 until the
principal thereof is paid or made available for payment.
Reference is hereby made to the further
provisions of this global security (the "Global Security") set forth on
the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth in this place.
<PAGE>
<PAGE>2
This Global Security shall not be valid or
become obligatory for any purpose until the certificate of authentication
hereon shall have been executed by the Trustee under the Indenture
referred to herein.
IN WITNESS WHEREOF, AT&T Corp. has caused
this Global Security to be duly executed under its corporate seal.
Dated: June 9, 1994
TRUSTEE'S CERTIFICATE AT&T Corp.
OF AUTHENTICATION
SPECIMEN
This is one of the By:________________________
Securities described in Vice President
the within-mentioned and Treasurer
Indenture.
THE BANK OF NEW YORK, ATTEST:
As Trustee
SPECIMEN SPECIMEN
By:______________________ __________________________
Authorized Signatory Assistant Secretary
2
<PAGE>
<PAGE>3
REVERSE OF NOTES
Payment of the principal of, and interest on,
this Global Security will be made in immediately available funds at the
office or agency of the Trustee maintained for that purpose in the
Borough of Manhattan, The City of New York, State of New York, in such
coin or currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest
on any Notes issued in definitive form other than interest due at the
Maturity Date shown above may be made by check mailed to the address of
the person entitled thereto as such address shall appear in the Note
register. Interest will be paid to persons in whose names the Notes are
registered at the close of business on the May 15 or November 15, as the
case may be, prior to any interest payment date. Except as otherwise set
forth in the Indenture, Notes in definitve form will not be issued.
These Notes are one of a duly authorized issue of
securities of the Company, issued and to be issued under and pursuant to
an indenture dated as of September 7, 1990 as amended by the First
Supplemental Indenture dated as of October 30, 1992 (herein referred to
as the "Indenture"), duly executed and delivered by the Company to The
Bank of New York, as trustee (herein referred to as the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is
hereby made for description of the rights, limitations of
3
<PAGE>
<PAGE>4
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holder (the words "Holders" or "Holder" meaning the
registered holders or registered holder) of these Notes.
In case an Event of Default with respect to
the Notes, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such
declaration shall become due and payable in the manner, with the effect
and subject to the conditions provided in the Indenture.
The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights
of the Holders of the Notes to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the outstanding Notes. The Indenture
also contains provisions permitting the Holders of not less than a
majority in principal amount of the outstanding Notes, on behalf of the
Holders of all Notes, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture also provides that the
Holders of not less than a majority in principal amount of the
outstanding Notes may waive certain past defaults and their consequences
on behalf of the Holders of all Notes. Any such consent or waiver by the
Holder of any Note shall be conclusive and binding upon such Holder and
upon all future Holders of such Note and of any Note issued upon
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon such Note.
4
<PAGE>
<PAGE>5
The Indenture contains provisions setting
forth certain conditions to the institution of proceedings by Holders of
Notes with respect to the Indenture or for any remedy under the
Indenture.
No reference herein to the Indenture and no
provision of this Global Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest on, these Notes at
the place, at the respective times, at the rate and in the coin or
currency herein prescribed.
The Notes are issuable as registered Notes
without coupons in denominations of U.S. $1,000 or any amount in excess
thereof which is a multiple of U.S. $1,000 at the office or agency of the
Trustee referred to above and in the manner and subject to the
limitations provided in the Indenture. Notes may be exchanged without
service charge for like aggregate principal amount of Notes.
The Notes may not be redeemed by the Company
prior to maturity.
5
<PAGE>
<PAGE>6
Upon due presentment for registration of
transfer of this Note at the above-mentioned office or agency of the
Trustee, a new Global Security or Notes of authorized denominations, for
a like aggregate principal amount will be issued to the transferee as
provided in the Indenture. No service charge shall be made for any such
transfer, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in
relation thereto.
The Company, the Trustee, and any agent of
the Company or the Trustee may deem and treat the Holder hereof as the
absolute owner hereof (whether or not this Global Security shall be
overdue and notwithstanding any notation of ownership or other writing
hereon) for the purpose of receiving payment of or on account of the
principal hereof and subject to the provisions above, of premium or
interest thereon, and for all other purposes and neither the Company nor
the Trustee nor any such agent shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of
the principal of, or the interest on, this Global Security or for any
claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against
any incorporator, shareholder, officer or director as such, past, present
or future, of the Company or of any successor corporation, either
directly or through the Company or of any successor corporation whether
by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.
6
<PAGE>
<PAGE>7
This Global Security shall be deemed to be a
contract made under the laws of the State of New York and for all
purposes shall be governed by and construed in accordance with the laws
of said State.
All terms used in this Global Security which
are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
7
<PAGE>
<PAGE>8
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though
they were written out in full according to applicable laws or
regulations:
TEN COM -
as tenants in common
TEN ENT -
as tenants by the entireties
JT TEN -
as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - . . . . . Custodian . . .
-----------------------------
(Cust)_______________(Minor)
Under Uniform Gifts to Minor Act . . . . . . .
-----------------
(State)
Additional abbreviations may also be used
though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE]
____________________________________________________________
____________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE]
____________________________________________________________
____________________________________________________________
the within Notes and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such Note on
the books of the Company, with full power of substitution in the
premises.
Dated:______________________________
8
<PAGE>
<PAGE>9
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the within
Notes in every particular without alteration or
enlargement or any change whatsoever.
