Filed Under Rule 424B2
Registration No. 33-49589
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 23, 1993)
[AT&T LOGO]
$500,000,000
AT&T Corp.
7-3/4% Notes due March 1, 2007
Interest on the 7-3/4% Notes due March 1, 2007 (the "Notes") will be payable
semi-annually at a rate of 73/4% per annum on September 1 and March 1,
commencing September 1, 1995. The Notes will not be redeemable prior to maturity
and will not be subject to any sinking fund.
The Notes will be represented by a global security or securities registered in
the name of a nominee of The Depository Trust Company, as depositary.
Beneficialinterests in the Notes will be shown on, and transfers thereof will be
effected only through, records maintained by The Depository Trust Company and
its participants. Except as described herein, Notes in definitive form will not
be issued.
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 (2) Company(1)(3)
<S> <C> <C> <C>
Per Note 99.966% .675% 99.291%
Total $499,830,000 $3,375,000 $496,455,000
</TABLE>
(1) Plus accrued interest from March 1, 1995 to date of delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated at $196,150.
The Notes offered by this Prospectus Supplement are offered by the Underwriters
subject to prior sale, withdrawal, cancellation or modification of the offer
without notice, to delivery to and acceptance by the Underwriters and to certain
further conditions. It is expected that delivery of the Notes will be made
through the facilities of The Depository Trust Company on or about March 7,
1995.
Lehman Brothers
Merrill Lynch & Co.
J.P. Morgan Securities Inc.
Morgan Stanley & Co.
Incorporated
February 28, 1995
<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 Corp. ("AT&T" or the "Company")
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, 1993;
(2) AT&T's Quarterly Reports on Form 10-Q for the periods ended March 31, 1994,
June 30, 1994 and September 30, 1994; and
(3) AT&T's Current Reports on Form 8-K dated January 14, 1994, January 27, 1994,
March 4, 1994, March 23, 1994, April 5, 1994, August 16, 1993, as amended (filed
April 19, 1994). April 22, 1994, August 16, 1993, as amended (filed May 20,
1994), May 26, 1994, July 15, 1994, August 16, 1993, as amended (filed August
23, 1994), August 25, 1994, September 14, 1994, September 19, 1994, October 26,
1994, December 8, 1994, December 13, 1994, and October 26, 1994, as amended
(filed December 27, 1994), January 24, 1995, January 24, 1995, as amended (filed
January 26, 1995) and February 15, 1995.
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 1994 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>
THE COMPANY
AT&T is among the world's networking leaders, providing communications services
and products, as well as network equipment and computer systems, to businesses,
consumers, telecommunications service providers and government agencies.
Worldwide, AT&T's network handles more than 175 million voice, data, video and
facsimile messages on an average business day. AT&T Bell Laboratories engages in
basic research as well as product and service development. AT&T also offers a
general-purpose credit card and other financial services.
AT&T has organized its businesses into the following functional groups:
* AT&T COMMUNICATIONS SERVICES GROUP provides a wide range of voice, data and
image telecommunications services to consumers, large and small businesses, and
government entities. For consumers, these services primarily consist of long
distance telephone, AT&T Calling Card, and domestic and international operator
services. AT&T provides business and government customers with long distance as
well as other advanced telecommunications services, including toll-free "800"
services, private line services and integrated digital network services. In
addition, AT&T constructs, operates and manages global telecommunications
networks for customers' and for its own use. In September 1994, a subsidiary of
AT&T merged with McCaw Cellular Communications, Inc. ("McCaw"), the nation's
largest cellular communications company, which will form the basis for AT&T's
future growth in the wireless communications area.
* AT&T GLOBAL INFORMATION SOLUTIONS COMPANY develops, manufactures, sells, and
services computer and information systems for businesses. These systems help
customers manage both computing and communications in one integrated package.
* AT&T MULTIMEDIA PRODUCTS GROUP meets the equipment needs of businesses,
government entities and consumers. This group offers products such as private
branch exchanges, voice and message processing products, and video conferencing
systems. This group also has responsibility for the design, manufacture and sale
of cellular, corded and cordless phones, answering systems, facsimile machines
and other telecommunications products.
* AT&T NETWORK SYSTEMS GROUP has primary responsibility for the development,
manufacture, installation and maintenance of communications equipment marketed
to local exchange carriers, private telecommunications network operators,
foreign telephone operators, government entities, private businesses and the
Company itself. In addition to advanced switching and transmission systems, this
group is a leader in the provision of hardware and software systems integration
for wireless service providers, cable television operators and other
telecommunications carriers.
* AT&T BELL LABORATORIES provides support to all of the Company's business
units. It designs and develops new products, systems, software and services, and
carries out a broad program of fundamental research to provide the technology
base for AT&T's future. AT&T Bell Laboratories is responsible for the invention
or development of many significant telecommunications devices and processes,
including the transistor, cellular wireless communications technology,
integrated circuits and many types of lasers.
* AT&T FINANCIAL SERVICES AND LEASING consists of AT&T Universal Card Services
Corp., a general- purpose credit card company, wholly owned by AT&T, and AT&T
Capital Corporation, a publicly-traded full- service finance and leasing
company, 86%-owned by AT&T.
AT&T has numerous subsidiary companies and offices throughout the world. In
1993, AT&T announced its intention to implement an international organizational
structure, along regional lines, to complement the functional groups described
above and to promote shared accountability among regional units and those
groups. Three regional units, representing all AT&T businesses, have been
formed: Latin America, with headquarters in Coral Gables, Florida; Asia/Pacific,
with headquarters in Hong Kong; and Europe/Middle East/Africa, with headquarters
in Brussels.
The Company 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 10018-2412 (telephone number 212-387-5400).
S-3
<PAGE>
RECENT DEVELOPMENTS
Option To Acquire Publicly Held Shares Of LIN Broadcasting
LIN Broadcasting Corporation ("LIN") is 52% owned by McCaw. Under a private
market value guarantee agreement (the "PMVG") between McCaw and LIN, a process
began on January 1, 1995, to determine the private market value per share of LIN
(the "Private Market Price") using independent appraisers, as set forth below.
After the Private Market Price is determined, McCaw will have 45 days to decide
whether to proceed with the acquisition of all the public shares at that price,
subject to the approval of the LIN public shareholders.
AT&T and McCaw have not made any decision as to whether McCaw should proceed
with an acquisition of the LIN public shares. If the Private Market Price is set
at a level that AT&T and McCaw believe is reasonable, AT&T and McCaw expect that
McCaw would seek to proceed with an acquisition. Any such acquisition would
involve a substantial capital expenditure. The public shareholders hold
approximately 25 million shares of LIN. If the Private Market Price is set at a
level that AT&T and McCaw believe is not reasonable, AT&T and McCaw expect that
McCaw would not proceed with an acquisition. If McCaw does not proceed with an
acquisition, the agreement provides that McCaw will put LIN in its entirety up
for sale under the direction of the LIN independent directors, subject to the
approval of the LIN public shareholders.
Pursuant to the PMVG, each of McCaw and the LIN independent directors retained
an appraiser (hereinafter, the "McCaw Appraiser" and the "LIN Appraiser,"
respectively) in each case to determine the private market value per share of
LIN as defined under the PMVG. On February 15, 1995, the McCaw Appraiser and the
LIN Appraiser determined that value to be $105 per share (the "Lower Appraised
Amount") and $155 per share (the "Higher Appraised Amount"), respectively.
Because these appraisals differ by more than 10%, a jointly designated appraiser
(the "Mutually Designated Appraiser") has been selected to arrive at its
determination of the private market value per share as defined under the PMVG
(the "Mutually Appraised Amount"). The process calls for the Mutually Designated
Appraiser to complete its appraisal by March 7, 1995.
The Private Market Price will be determined as follows: If the Mutually
Appraised Amount is in the lower third of the range from $105 per share to $155
per share (i.e., equal to or less than $121-2/3 per share), the Private Market
Price will be the average of the Mutually Appraised Amount and $105 per share.
If the Mutually Appraised Amount is in the top third of the difference (i.e.,
equal to or higher than $138 1/3 per share), the Private Market Price will be
the average between the Mutually Appraised Amount and $155 per share. If the
Mutually Appraised Amount is in the midrange between $121-2/3 per share and
$138-1/3 per share, then the Private Market Price will be the Mutually Appraised
Amount.
Personal Communications Services Auctions
On October 28, 1994, AT&T Wireless PCS Inc., a wholly owned subsidiary of AT&T ,
filed an application with the FCC establishing its eligibility to bid on
broad-band personal communication service ("PCS") radio licenses to provide
wireless telephone service in 30 of 51 major trading areas in the United States.
The FCC auction began on December 5, 1994. It is not possible to predict the
outcome of the auction or the amounts successful bidders will be required to pay
in order to win licenses as about 30 companies have made deposits and are
eligible for bidding. In the event AT&T is successful in obtaining one or more
licenses, substantial expenditures could be required for the licenses and for
constructing associated systems.
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)
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C>
4.9 4.1 3.6 1.2 3.3
</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.
S-4
<PAGE>
USE OF PROCEEDS
The net proceeds to AT&T from the sale of the Notes are estimated to be $496.5
million and are expected to be applied towards refunding commercial paper and
general corporate purposes.
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 73/4% per annum and will
mature on March 1, 2007. 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 March 1, 1995 and will be payable
semiannually on each September 1 and March 1, commencing September 1, 1995, to
the persons in whose names the Notes are registered at the close of business on
the August 15 and February 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.
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
S-5
<PAGE>
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-6
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement dated the date
hereof, the Company has agreed to sell to each of the Underwriters named below,
and each of the Underwriters, for whom Lehman Brothers Inc. is acting as
representative, has severally agreed to purchase from the Company, the
respective principal amounts of the Notes set forth opposite their respective
names below:
<TABLE>
<CAPTION>
Principal
Amount
Underwriters of Notes
<S> <C>
Lehman Brothers Inc. $118,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 118,000,000
J.P. Morgan Securities Inc. 118,000,000
Morgan Stanley & Co. Incorporated 118,000,000
Bear, Stearns & Co., Inc. 2,500,000
Citicorp Securities, Inc. 2,500,000
Donaldson, Lufkin & Jenrette Securities Corporation 2,500,000
C.J. Lawrence/Deutsche Bank Securities Corporation 2,500,000
PaineWebber Incorporated 2,500,000
Prudential Securities Incorporated 2,500,000
Smith Barney Inc. 2,500,000
SBC Capital Markets Inc. 2,500,000
UBS Securities Inc. 2,500,000
Utendahl Capital Partners, L.P. 2,500,000
Williams Capital Group, L.P. 2,500,000
Total $500,000,000
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all of the Notes
offered hereby, if any are taken.
The Underwriters propose to offer the Notes in part directly to the public at
the public offering price set forth on the cover page hereof, and in part to
certain dealers at such price less a concession not in excess of .40% of the
principal amount of the Notes. Any Underwriter may allow, and such dealers may
reallow, a concession not in excess of .25% of the principal amount of the Notes
to certain brokers and dealers.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
EXPERTS
The restated consolidated financial statements and restated consolidated
financial statement schedules of AT&T and its subsidiaries at December 31, 1993
and 1992 and for the years ended December 31, 1993, 1992 and 1991, included in
AT&T's Current Report on Form 8-K, dated October 26, 1994, as amended (filed
December 27, 1994), have been incorporated herein by reference in reliance upon
the reports of Coopers & Lybrand L.L.P., independent auditors, which reports
include explanatory paragraphs regarding AT&T's change in 1993 in methods of
accounting for postretirement benefits, postemployment benefits and income
taxes, given on the authority of that firm as experts in accounting and
auditing.
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<PAGE>
[This Page Intentionally Left Blank]
<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>
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>
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.
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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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<PAGE>
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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<PAGE>
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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<PAGE>
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)
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the 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.
10
<PAGE>
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<PAGE>
No dealer, salesman or other person has been authorized to give any information
or to make any representation not contained in this Prospectus or the
accompanying Prospectus Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or any agent or underwriter. This Prospectus and the accompanying Prospectus
Supplement do not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus or any Prospectus Supplement nor any sale made
hereunder or thereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof.
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
<S> <C>
Incorporation of Documents by Reference S-2
The Company S-3
Recent Developments S-4
Ratio of Earnings to Fixed Charges S-4
Use of Proceeds S-5
Description of the Notes S-5
Underwriting S-7
Experts S-7
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
Legal Opinions 10
Experts 10
</TABLE>
[ATT LOGO]
$500,000,000
AT&T Corp.
7-3/4% Notes due March 1, 2007
PROSPECTUS SUPPLEMENT
February 28, 1995
Lehman Brothers
Merrill Lynch & Co.
J.P. Morgan Securities Inc.
Morgan Stanley & Co.
Incorporated
