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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)
If this Form relates to the registration of a class of debt
securities and is
effective upon filing pursuant to General Instruction A.(c)(1),
please check
the following box [x].
If this Form relates to the registration of a class of debt
securities and is
to become effective simultaneously with the effectiveness of a
concurrent
registration statement under the Securities Act of 1933 pursuant
to General
Instruction A.(c)(2), please check the following box [ ].
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
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$100,000,000 8.20% Medium Term Note, Series A
Maturity Date 2/15/2005 New York Stock
Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT
None.
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Item 1. Description of Registrant's Securities to be Registered.
For a description of the $100,000,000 8.20% Medium Term Note,
Series A
Maturity Date 2/15/2005 (the "Notes") reference is hereby made to
"Description
of the Notes" contained in the Prospectus Supplement dated
October 8, 1993
("Prospectus Supplement"). Such Prospectus Supplement and the
Prospectus
dated June 23, 1993 of AT&T Corp. ("AT&T") were filed on October
8, 1993 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 Statement 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 Global Fixed Rate Medium Term Note.
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).
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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
March 15, 1995<PAGE>
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EXHIBIT INDEX
The exhibits identified in parentheses below, on file with the
Commission,
are incorporated herein by reference as exhibits hereto.
Exhibits
--------
4.A Global Fixed Rate Medium Term Note.
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
GLOBAL FIXED RATE MEDIUM TERM NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE
DESCRIBED HEREIN, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART,
ONLY TO ANOTHER NOMINEE OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR TO A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED REGISTERED
No. FXR-____________ CUSIP NO. 00206QAH7
-----------
AT&T CORP.
Medium Term Note, Series A
(FIXED RATE)
Original Issue Date: 2/21/95
Principal Amount: **100,000,000**
Maturity Date: 2/15/2005
Interest Rate: 8.20%
Specified Currency: U.S. Dollars
Initial Optional Redemption Date:
2/15/2000
Optional Redemption Price: % 100
Partial Renewal Amount: N/A
Optional Repayment Date(s): N/A
Annual Redemption Price Reduction:
N/A
Face Amount Currency: N/A
Face Amount: N/A
Option Election Date: N/A
Optional Payment Currency: N/A
Option Value Calculation Agent:
N/A
Designated Exchange Rate: N/A
Initial Maturity Date: N/A
Original Maturity Date: N/A
Final Maturity Date: N/A
Special Election Interval: N/A
Special Election Period: N/A
Yield to Maturity: N/A
Other Terms: See Attachment 1
AT&T Corp., a corporation duly organized and existing under the
laws of the State of New York (herein referred to as the "Company"), for value
received, hereby promises to pay to CEDE & CO. or registered assigns, the
Principal Amount stated above, on the Maturity Date, Initial Maturity Date or
Original Maturity Date set forth above (except to the extent extended,
renewed, redeemed or repaid) and to pay interest thereon at the rate per annum
shown above until the principal hereof is paid or made available for payment.
The Company will pay interest semiannually on February 15 and August 15 (each
an "Interest Payment Date"), commencing with the Interest Payment Date
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immediately following the Original Issue Date shown above (except as provided
below), and at maturity, PROVIDED, HOWEVER, that if an Interest Payment Date,
maturity, redemption or repayment date would otherwise be a day that is not a
Business Day, such Interest Payment Date, maturity, redemption or repayment
date will be postponed to the next day that is a Business Day. Interest on
this Note will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for or, if no interest has been paid
or duly provided for, from the February 15, 1995. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a year
of twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
referred to below, be paid to the person in whose name this Note is registered
at the close of business on the Record Date for such interest which shall be
the January 31 or July 31 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date; PROVIDED, HOWEVER, that interest
payable at maturity or on any redemption or repayment date (whether or not
such date is an Interest Payment Date) shall be payable to the person to whom
principal shall be payable, and, if the Original Issue Date of this Note is
between a Record Date and the corresponding Interest Payment Date, the first
payment of interest on this Note shall be made on the Interest Payment Date
following the next succeeding Record Date to the person to whom this Note is
registered at the close of business on such Record Date.
"Business Day" means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in the City of New York
and (i) if this Note is denominated in a Specified Currency other than U.S.
dollars or European Currency Units, in the Principal Financial Center (as
defined below) of the country of the Specified Currency, or (ii) if this Note
is denominated in European Currency Units, in Brussels, Belgium. "Principal
Financial Center" generally means the capital city of the country of the
Specified Currency, except that with respect to U.S. dollars, Deutsche Marks,
and ECUs, Principal Financial Center means the City of New York, Frankfurt and
Luxembourg, respectively.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
This Note shall not be entitled to any benefits of the Indenture
referred to on the reverse hereof, or be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
executed by Chemical Bank, as Authenticating Agent under the Indenture.
IN WITNESS WHEREOF, AT&T Corp. has caused this instrument to be
duly executed under its corporate seal.
Dated: AT&T CORP.
By:______________________________
Vice President and
Treasurer
Attest
______________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Certificated
Securities of the Series
designated therein referred to
in the within-mentioned Indenture.
CHEMICAL BANK, as Authenticating
Agent
By:_____________________________
Authorized Officer
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REVERSE OF NOTE
This note is one of a duly authorized issue of Securities of the
Company (herein referred to as the "Securities") issued and to be issued in
one or more series 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 (as amended, the "Indenture"), between the Company and 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 a description
of the rights, limitations of rights, obligations, duties and immunities of
the Trustee, the Company and the holders of the Securities, and the terms upon
which the Securities are to be authenticated and delivered. This note is one
of the series of Securities designated as Medium Term Notes, Series A (herein
referred to as the "Notes").
Payments of principal and interest due at maturity or upon
redemption or repayment, if applicable, will be made in immediately available
funds upon surrender of this Note, and interest payable at maturity or upon
redemption or repayment, if applicable, will be payable to the person to whom
principal is payable. Payment of the principal of and premium, if any, and
interest on this Note will be made in the Specified Currency indicated above.
In the case of Notes denominated in and on which principal and premium, if
any, and interest is payable in U.S. dollars, payment of the principal of,
premium, if any, and interest on this Note will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, State of New York; PROVIDED, HOWEVER, that at the option
of the Company payment of interest other than interest due at maturity or upon
redemption or repayment may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the security register.
Interest on Notes payable in a Specified Currency other than U.S. dollars will
be paid by mailing a check or draft in the Specified Currency (subject to
certain exceptions) drawn on an account at a bank outside of the United
States. Principal and premium, if any, on Notes payable in a Specified
Currency other than U.S. dollars will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of
New York, State of New York.
Interest payments on this Note shall be the amount of interest
accrued from, and including, the February 15, 1995, or the last date to which
interest has been paid to, but excluding, the Interest Payment Date or date of
maturity, as the case may be; provided that if an Interest Payment Date or
maturity date that would otherwise fall on a day that is not a Business Day is
postponed or changed as described on the face hereof, the interest payable on
such date shall accrue to, but exclude, the date that would have been the
Interest Payment Date had it been a Business Day.
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 herein and
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 Securities of
each series 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 Securities of each series affected by any such amendment or
modification (with each series voting as one class). The Indenture also
contains provisions permitting the holders of not less than a majority in
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principal amount of the outstanding Securities of each series affected thereby
(with each series voting as one class), on behalf of the holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture also provides that, regarding the
Securities of any series, the holders of not less than a majority in principal
amount of the outstanding Securities of such series may waive certain past
defaults and their consequences on behalf of the holders of all Securities of
such series. Any such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.
The Indenture contains provisions setting forth certain conditions
to the institution of proceedings by holders of Securities with respect to the
Indenture or for any remedy under the Indenture.
No reference herein to the Indenture and no provision of this Note
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 this
Note 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. Notes
denominated in U.S. dollars are issuable only in denominations of U.S. $1,000
or any amount in excess thereof which is an integral multiple of U.S. $1,000.
Notes denominated in a Specified Currency other than U.S. dollars are issuable
only in denominations of the equivalent of U.S. $1,000 (rounded down to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the Fed-
eral Reserve Bank of New York (the "Market Exchange Rate") on the Business Day
immediately preceding the date of issuance; PROVIDED, HOWEVER, in the case of
European Currency Units, the Market Exchange Rate shall be the rate of
exchange determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the European
Communities, or any successor publication on the Business Day immediately
preceding the date of issuance. Notes are issuable at the office or agency of
the Company referred to above and in the manner and subject to the limitations
provided in the Indenture. Notes may be exchanged without a service charge
for a like aggregate principal amount of Notes of other authorized
denominations having the same terms.
If the principal of, premium, if any, or interest on, this Note is
payable in a Specified Currency other than U.S. dollars and such Specified
Currency is not available to the Company for making payments hereon due to the
imposition of exchange controls or other circumstances beyond the control of
the Company, then the Company will be entitled to satisfy its obligations to
the holder of this Note by making such payments in U.S. dollars on the basis
of the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent Record
Date. Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.
Unless the face of this Note indicates that an Initial Maturity
Date is applicable to this Note, this Note shall not be subject to renewal at
the option of the holder. If the face of this note indicates that an Initial
Maturity Date is applicable to this Note, then on the Interest Payment Date
occurring in the sixth month (unless a Special Election Interval is specified
on the face hereof) prior to the Initial Maturity Date (the "Initial Renewal
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Date") and on the Interest Payment Date occurring in each sixth month (or, if
a Special Election Interval is specified, in the last month of each Special
Election Interval) after such Initial Renewal Date (each together with the
Initial Renewal Date, a "Renewal Date"), the term of this Note may be extended
to the Interest Payment Date occurring in the twelfth month (or, if a Special
Election Interval is specified on the face hereof, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
holder of this Note elects to extend the term of this Note or, if the face of
this Note indicates that a Partial Renewal Amount is applicable to this Note,
any portion thereof as described below. If the holder of this Note elects not
to extend the term of any portion of the principal amount of this Note during
the specified period prior to any Renewal Date, such portion will become due
and payable on the Interest Payment Date occurring in the sixth month (or, if
a Special Election Interval is specified, the last month in the Special
Election Interval) after such Renewal Date (the "New Maturity Date"). The
holder of this Note may elect to renew the term of this Note or, if the face
of this Note indicates that a Partial Renewal Amount is applicable to this
Note, any portion thereof, by delivering a notice to such effect to Chemical
Bank, as Paying Agent under the Indenture (herein referred to as the "Paying
Agent") not less than 15 nor more than 30 days prior to such Renewal Date
(unless another period is specified on the face hereof as the "Special
Election Period"). Such election will be irrevocable and will be binding upon
each subsequent holder of this Note. An election to renew the term of this
Note may be exercised with respect to less than the entire principal amount of
this Note only if a Partial Renewal Amount is specified on the face hereof and
only in such principal amount equal to the Partial Renewal Amount or any
integral multiple thereof. Notwithstanding the foregoing, the maturity of
this Note may not be extended beyond the Final Maturity Date specified on the
face hereof. If the holder elects not to renew the term hereof, this Note
must be presented to the Paying Agent simultaneously with notice of such
election (or, in the event notice of such election, together with a guarantee
of delivery within five Business Days, is transmitted on behalf of the holder
from a member of a national securities exchange, the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company in
the United States, within five Business Days of the date of such notice). In
such case, as soon as practicable following receipt of this Note the Paying
Agent shall issue in exchange herefor in the name of the holder (i) a Note, in
a principal amount equal to the principal amount of this Note for which the
election not to renew was exercised, with terms identical to those specified
on this Note (except for the Original Issue Date and except that such Note
shall have a fixed, nonrenewable maturity on the New Maturity Date) and (ii)
if such election not to renew is made with respect to less than
the full principal amount of this Note, a replacement Note, in a principal
amount equal to the principal amount of this Note for which election to renew
was made, with terms identical to this Note.
Unless the face of this Note indicates that an Original Maturity
Date is applicable to this Note, this Note shall not be subject to extension
at the option of the Company. If the face of this Note indicates that an
Original Maturity Date is applicable to this Note, then the Company shall have
the option to extend the maturity of this Note for one or more periods (each
an "Extension Period") up to but not beyond the Final Maturity Date set forth
on the face hereof in accordance with the following procedures. The Company
may exercise such option with respect to this Note by notifying the Paying
Agent of such exercise at least 30 but not more than 60 days prior to the
Original Maturity Date or, if the maturity date of this Note has already been
extended, prior to the maturity date then in effect (an "Extended Maturity
Date"). No later than 30 days prior to the Original Maturity Date or an
Extended Maturity Date, as the case may be (each, a "Maturity Date"), the
Paying Agent will mail to the holder of this Note a notice (the "Extension
Notice") relating to such Extension Period, first class mail, postage prepaid,
setting forth (a) the election of the Company to extend the maturity; (b) the
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new Extended Maturity Date; (c) the interest rate applicable to the Extension
Period; and (d) the provisions, if any, for redemption during the Extension
Period, including the date on which, the period or periods during which and
the price or prices at which such redemption may occur during the Extension
Period and such provisions shall be binding upon the Company and the holder of
this Note. Upon the mailing by the Paying Agent of an Extension Notice to the
holder of this Note, the maturity of this Note shall be extended
automatically, and except as modified by the Extension Notice and as described
below, this Note will have the same terms it has prior to the mailing of such
Extension Notice. Notwithstanding the foregoing, not later than 10:00 A.M.,
New York City time, on the twentieth calendar day prior to the Maturity Date
then in effect for this Note (or, if such day is not a Business Day, not later
than 10:00 A.M., New York City time, on the immediately succeeding Business
Day), the Company may, at its option, revoke the interest rate provided for in
the Extension Notice and establish a higher interest rate for the Extension
Period by causing the Paying Agent to send notice of such higher interest rate
to the holder of this Note by first class mail, postage prepaid, or by such
other means as shall be agreed between the Company and the Paying Agent. Such
notice shall be irrevocable. This Note will then bear such higher interest
rate for the Extension Period, whether or not tendered for repayment.
Unless the face of this Note indicates that a Face Amount Currency
and Optional Payment Currency are applicable to this Note, the Company shall
not have the option of making payments in a currency other than the Specified
Currency (except as described above). If the face of this Note indicates that
a Face Amount Currency and Optional Payment Currency are applicable to this
Note, then the Company will have the option of making each scheduled payment
of principal and interest due on this Note in either the Face Amount Currency
or the Optional Payment Currency. If the Company elects on any Option
Election Date specified on the face hereof to make a payment in the Optional
Payment Currency, the amount payable in such Optional Payment Currency shall
be determined using the Designated Exchange Rate specified on the face hereof.
If such election is made, notice of such election shall be provided in
accordance with the Indenture within four Business Days of the Option Election
Date and shall state (i) the applicable Interest Payment Date and (ii) the
Designated Exchange Rate. Any such notice by the Company, once given, may not
be withdrawn. If the Company elects on any Option Election Date to pay the
amounts due on the succeeding Interest Payment Date in the Optional Payment
Currency, then it shall pay all amounts (including principal) due with respect
to this Note in the Optional Payment Currency on such Interest Payment Date.
If the Company does not elect on an Option Election Date to pay the amount due
on the related Interest Payment Date in the Optional Payment Currency, then
such payment shall be made in the Face Amount Currency and no notice of such
payment will be published. If this Note is redeemed or repaid prior to its
maturity, or if the payment of principal of and interest on this Note is
accelerated in accordance with the provisions of the Indenture, then the
Company shall pay to the holder of this Note on the redemption date or the
date of repayment or acceleration an amount equal to the Face Amount hereof in
the Face Amount Currency plus accrued interest in such currency to but
excluding the redemption date or date of repayment or acceleration, as the
case may be, minus the Total Option Value (as defined below) multiplied by a
fraction, the numerator of which is the Face Amount of this Note and the
denominator of which is the aggregate Face Amount of all Notes of the Company
pursuant to which the Company has the option to make payments in either of two
currencies ("Dual Currency Notes") issued on the same day and having the same
terms as this Note. The "Total Option Value" of this Note is an amount
(calculated as of the date on which the Company notifies the Trustee that this
Note will be redeemed, or the date of repayment or acceleration, as the case
may be, by the Option Value Calculation Agent designated on the face hereof)
equal to the sum of the Option Values (calculated as of such date by the
Option Value Calculation Agent) for all Interest Payment Dates occurring after
the date of calculation up to and including maturity. The "Option Value" for
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an Interest Payment Date is the amount calculated by the Option Value
Calculation Agent to be the arithmetic average of the prices quoted on the
date of calculation by three reference banks (which banks shall be selected by
the Option Value Calculation Agent and shall be reasonably acceptable to the
Company) for the right on the Option Election Date immediately preceding such
Interest Payment Date to purchase for value on such Interest Payment Date from
such reference banks (A) the aggregate amount of the Face Amount Currency due
on such Interest Payment Date with respect to all of the Dual Currency Notes
issued on the same day and having the same terms as this Note in exchange for
(B) the amount of the Optional Payment Currency that would be received if the
amount in clause (A) were converted into the Optional Payment Currency at the
Designated Exchange Rate.
Unless the face of this Note indicates that an Optional Redemption
Price or an Initial Maturity Date is applicable to this Note, this Note may
not be redeemed prior to maturity. If the face of this Note indicates that an
Optional Redemption Price or an Initial Maturity Date is applicable to this
Note, then this Note may be redeemed at the option of the Company as a whole,
or from time to time in part, on or after the Initial Optional Redemption Date
specified on the face hereof and prior to the Maturity Date or Final Maturity
Date, as the case may be, at the Optional Redemption Price specified on the
face hereof (expressed as a percentage of the Principal Amount) (subject to
reduction as hereinafter provided) or, if the face of this Note indicates that
an Initial Maturity Date is applicable to the Note, at 100% of the Principal
Amount hereof, together in each case with accrued interest to the date fixed
for redemption; PROVIDED that if the face of this Note indicates that this
Note is subject to an "Annual Redemption Price Reduction", then the Optional
Redemption Price shall decline at each anniversary of the Initial Optional
Redemption Date by the Annual Redemption Price Reduction until the Optional
Redemption Price is 100% of the Principal Amount hereof. Notice of redemption
shall be mailed to the registered holders of the Notes designated for
redemption at their last registered address not less than thirty nor more than
sixty days prior to the date fixed for redemption, all as provided in the
Indenture. In the event of redemption of this Note in part only, a new Note
or Notes for the amount of the unredeemed portion hereof shall be issued in
the name of the holder hereof upon the presentation and cancellation hereof.
Unless an Optional Repayment Date or Dates or an Original Maturity
Date is indicated on the face of this Note, this Note shall not be subject to
repayment at the option of the holder prior to maturity. If an Optional
Repayment Date or Dates or an Original Maturity Date is indicated on the face
of this Note, this Note may be subject to repayment at the option of the
holder on the Optional Repayment Date or Dates specified on the face hereof
or, if an Original Maturity Date is indicated on the face of this Note, after
an Extension Notice, on the terms set forth herein. On any Optional Repayment
Date or, if an Original Maturity date is indicated on the face of this Note,
after an Extension Notice, this Note will be repayable in whole or, if an
Optional Repayment Date or Dates is indicated on the face of this Note, in
part in increments of U.S. $1,000 or, if this Note is denominated in a Speci-
fied Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency, (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof, at a price equal to 100% of the principal amount to be
repaid, together with interest hereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the holder hereof,
the Company must receive at the corporate trust office of the Trustee in the
Borough of Manhattan, The City of New York, (a) if an Optional Repayment Date
or Dates is indicated on the face of this Note, at least 30 calendar days but
not more than 45 calendar days prior to the date of repayment, or (b) if an
Original Maturity date is indicated on the face of this Note, at least 20 but
not more than 30 days prior to the Maturity Date then in effect, (i) this Note
with the form entitled "Option to Elect Repayment" on the reverse hereof duly
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completed or (ii) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange, the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth the name of the holder of this Note, the principal amount
of this Note, the principal amount of this Note to be repaid, the certificate
number or description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse hereof, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex, fac-
simile transmission or letter, and this Note and form duly completed must be
received by the Trustee by such fifth Business Day. If an Original Maturity
Date is indicted on the face of this Note, the holder who has tendered this
Note for repayment pursuant to an Extension Notice may, by written notice to
the Paying Agent, revoke any such tender for repayment until 3:00 P.M., New
York City time, on the twentieth calendar day prior to the Maturity Date then
in effect (or, if such day is not a Business Day, until 3:00 P.M., New York
City time, on the immediately succeeding Business Day).
If the face of this Note indicates that a Yield To Maturity is
applicable to this Note, then (i) notwithstanding anything to the contrary
herein, the amount payable on this Note in the event of redemption, repayment
or declaration that the principal hereof is due and payable prior to maturity
shall be the Amortized Face Amount (as defined below) of this Note as of the
date of redemption, repayment or declaration, as the case may be and (ii) in
determining whether the holders of the requisite principal amount of
outstanding Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver under the Indenture, the
principal amount hereof that shall be deemed to be outstanding shall be the
Amortized Face Amount. The "Amortized Face Amount" of this Note shall be the
amount equal to (i) the Issue Price set forth on the face hereof plus (ii) the
portion of the difference between the Issue Price and the Principal Amount
hereof that has accrued at the Yield To Maturity set forth of the face hereof
(computed in accordance with generally accepted United States bond yield
computation principles) to such date of redemption, repayment or declaration,
but in no event shall the Amortized Face Amount exceed the Principal Amount
hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH IN ATTACHMENT 1 HERETO, IF ANY, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
Upon due presentment for registration of transfer of this Note at
the above-mentioned office or agency of the Company, a new Note or Notes
having the same terms, 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 Note 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 on the face
hereof, interest hereon, 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 Note, or for any claim based hereon, or otherwise in
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<PAGE> 10
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.
This Note 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 Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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<PAGE> 11
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 Minors 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 Note 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:______________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
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<PAGE> 12
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be in authorized increments) which
the holder elects to have repaid:____________________; and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
__________________________.
Date:_____________________ _____________________________
NOTICE: The signature on this Option to
Elect Repayment must correspond
with the name as written upon the
face of the within instrument in
every particular without alteration
or enlargement.
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<PAGE>
<PAGE> 13
Attachment 1
Filed Pursuant to Rule 424 (b) (3)
Registration No. 33-49589
Pricing Supplement No. 10 Dated: February 13, 1995
(To Prospectus dated June 23, 1993 and Prospectus Supplement dated
October 8, 1993)
AT&T Corp.
Medium-Term Notes, Series A
Due More than Nine Months From Date of Issue
Fixed Rate Note
Principal Amount: $100,000,000
Agent: Chase Securities,
Inc. acting as
Principal
Agent's Commission: .60% underwriting
commission
Original Issue Date: February 21, 1995
Maturity Date: February 15, 2005
Issue Price: The agent has purchased
the notes as principal
at 99.836% of the
principal amount plus
accrued interest from
February 15, 1995, for
resale to dealers
and investors. See
"Plan of Distribution"
below.
Specified Currency: U.S. Dollars
Note Form: Book-Entry
Interest Rate: 8.20%
Interest Payment Dates: Semiannually, on each
February 15 and August 15, commencing on August
15, 1995. If the Interest Payment Date is not
a New York Banking Day, interest will be paid
on the next New York Banking Day.
Accrual of Interest: Interest accrues up to,
but not including, the next relevant Interest
Payment Date from, and including, the
next preceding Interest Payment Date to
which interest has been paid (or from and
including February 15, 1995 if no
interest has been paid on the Notes)
unless the Notes (or any portion thereof)
have been called for redemption as
provided for below.
Calculation Dates: N/A
Calculation Agent: N/A
Redemption: The Notes may be redeemed in whole
or in part prior to maturity at the option of
the Company.
Optional Redemption Dates: On each Interest
Payment Date, commencing on February 15, 2000
Optional Redemption Price: 100% of principal
amount.
<PAGE> 14
Annual Redemption Price Reduction: N/A
Repayment: The Notes cannot be repaid prior to
maturity at the option of the holder.
Renewal: The Notes cannot be renewed by the
holder.
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: This Note is not a
Discount Note or an
Original Issue
Discount Note.
Plan of Distribution
See "Issue Price" above. The Agent (acting as principal) has advised the
Company that it proposes initially to offer the Notes in part to the public at
99.836% of the principal amount of the Notes, plus accrued interest from
February 15, 1995, and in part to dealers at such price less a concession
not in excess of .35% of the principal amount of the Notes for resale by
such dealers to the public at 99.836% of the principal amount of the Notes,
plus accrued interest from February 15, 1995. After the initial offering,
the price to the public and concession may be changed.
