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Filed Pursuant to Rule 424 (b) (3)
Registration No. 33-49589
Pricing Supplement No. 12 Dated: April 18, 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: $35,000,000
Agent: Morgan Stanley & Co. Incorporated
acting as principal.
Original Issue Date: May 16, 1995
Maturity Date: May 16, 2005
Issue Price: The agent has purchased the notes
as principal at 100.00% of the
Principal Amount for resale to
dealers, who will resell to
investors at 100.00% of Principal
Amount. See "Plan of Distribution"
below.
Specified Currency: U.S. Dollars
Note Form: Book-Entry
Interest Rate: From May 16, 1995 through May 15,
2001 7.50%
From May 16, 2001 through May 15,
2003 7.625%
From May 16, 2003 through May 15,
2004 7.75%
From May 16, 2004, through May 15,
2005 8.00%
Interest Payment Dates: Monthly on the 16th of each month
commencing on June 16, 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 the Original Issue Date
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if no interest has been paid on the
Notes) unless the Notes 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
only prior to maturity at the
option of the Company.
Optional Redemption Dates: On each May 16 and November 16
commencing on May 16, 1996
Optional Redemption Price: 100% of principal amount.
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.
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Plan of Distribution
See "Issue Price" above. The Agent (acting as principal) has advised
the Company that it proposes to offer the Notes to dealers at 100% of the
principal amount of the Notes less a selling concession not in excess of
1.125% of the principal amount of the Notes for resale by the dealer to the
public at 100% of the principal amount of the Notes.
Taxation
The following discussion of the United States federal income tax
consequences of the ownership of the Notes supplements, and to the extent
inconsistent with replaces, the discussion under the caption "Taxation" in
the Prospectus Supplement dated October 8, 1993. Terms not defined herein
have the same meanings as in the Prospectus Supplement.
This discussion is based on regulations concerning the treatment of
debt instruments issued with original issue discount (the "OID Regulations")
and related provisions of the Code. The OID Regulations are effective for
Notes issued on or after April 4, 1994.
The Notes provide for interest payable monthly at a fixed rate that
increases on May 16, 2001; May 16, 2003; and May 16, 2004 and they are
callable at the option of the Company on any May 16 and November 16,
commencing on May 16, 1996, at 100% of their principal amount plus accrued
and unpaid interest. Under the OID Regulations, as under the Proposed OID
Regulations, the issuer of a debt instrument who has a call option will be
presumed to exercise that call option if the yield of the debt instrument,
assuming the call option is exercised, is lower than it would be if the call
option were not exercised. If the call option is presumed to be exercised
but the debt instrument in fact remains outstanding after the call date, the
OID Regulations treat the debt instrument as if it had in fact been called
and a new debt instrument were issued on such date for an amount equal to its
adjusted issue price on that date. This redemption and reissuance are solely
for purposes of the OID Regulations.
Because the interest rate on the Notes increases periodically,
commencing on May 16, 2001, and because the Company has the right to call the
Notes at 100% of their principal amount plus accrued and unpaid interest on
each interest payment date, commencing on May 16, 1996, the Company intends
to take the position that the call options exercisable on each May 16 on
which the interest rate on the Notes is increased will be presumed to be
exercised. If the Company does not exercise a call option which is presumed
to be exercised, the Notes will be treated as redeemed and reissued at 100%
of their principal amount. As a result, the Notes will not bear original
issue discount and stated interest on the Notes will be taxable to a United
States Holder as ordinary income at the time that it is received or accrued,
depending on the United States Holder's method of accounting.
While the OID Regulations have amended many provisions of the Proposed
OID Regulations, such amendments are not relevant to the Notes.
