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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AT&T CORP.
A New York I.R.S. Employer
Corporation No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
Agent for Service
S. L. Prendergast
Vice President and Treasurer
--------------------
Please send copies of all communications to:
Charles S. Whitman, III, Davis Polk & Wardwell
450 Lexington Avenue, New York, New York 10017
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
-------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
---
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. X
---
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CALCULATION OF REGISTRATION FEE
==============================================================================
+ + Proposed + Proposed +
Title of each + + maximum + maximum +
class of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering + registration
be registered + registered(1) +per unit(2)+ price(2) + fee
------------------------------------------------------------------------------
Debt Securities + + + +
and Warrants to + + + +
purchase Debt + + + +
Securities.......+ $3,000,000,000 + 100% + $3,000,000,000 + $1,034,490
==============================================================================
(1) Or if any debt securities are issued (i) at original issue discount,
such greater amount as shall result in an aggregate initial offering
price of the equivalent of $3,000,000,000, or (ii) with an initial
offering price denominated in a foreign currency or currency unit, such
amount as shall result in an aggregate initial offering price equivalent
to $3,000,000,000.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
-------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=============================================================================
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*********************************************
* SUBJECT TO COMPLETION, DATED MAY 22, 1995 *
*********************************************
PROSPECTUS
$3,000,000,000
AT&T CORP.
NOTES AND WARRANTS
------------------------
AT&T Corp. ("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 $3,000,000,000, 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.
--------------------------
, 1995
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*****************************************************************************
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed with *
* the Securities and Exchange Commission. These securities may not be sold *
* nor may offers to buy be accepted prior to the time the registration *
* statement becomes effective. This prospectus shall not constitute an *
* offer to sell or the solicitation of an offer to buy nor shall there be *
* any sale of these securities in any State in which such offer, *
* solicitation or sale would be unlawful prior to registration or *
* qualification under the securities laws of any state. *
*****************************************************************************
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, Chicago, 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 ended December 31, 1994;
(2) AT&T's Quarterly Report on Form 10-Q for the period ended March 31, 1995
and;
(3) AT&T's Current Reports on Form 8-K dated January 24, 1995, January 24,
1995, as amended (filed January 26, 1995), February 15, 1995, March 7,
1995, March 9, 1995, March 13, 1995 and April 7, 1995.
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
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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 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 (TELEPHONE NUMBER 212-387-5400).
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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: the global information
movement and management industry and the financial services and leasing
industry.
In the global information movement and management industry, AT&T is among
the world's networking leaders, providing wireline and wireless communications
services and products, communications products, network equipment, business
information processing systems, and other systems, products and services that
combine communication and computers, to business, 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's operations in the financial
services and leasing industry involve direct financing and finance leasing
programs for AT&T and third party products, leasing products to customers
under operating leases, as well as 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 acquisitions of licenses, assets or businesses;
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.
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.
Three Months
Ended
March 31, Year Ended December 31,
------------ ------------------------------------------------
(Unaudited) (Unaudited)
1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ----
4.7 4.9 4.1 3.6 1.2 3.3
For the purpose of calculating the ratio: (i) earnings have been
calculated by adding fixed charges to income 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.
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
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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.
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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 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.
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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.
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
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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 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)
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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 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,
<PAGE>
<PAGE> 11
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
<PAGE>
<PAGE> 12
currency for which Warrants may be purchased, which may be a composite
currency such as the European Currency Unit; (iii) 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
<PAGE>
<PAGE> 13
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 (or to other dealers for
resale to the public at prices to be determined by such other dealers) 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.
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
the Cuban Democracy Act of 1992 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 were activated on November 25, 1994.
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.
<PAGE>
<PAGE> 14
LEGAL OPINIONS
Marilyn J. Wasser, Vice President Law and Secretary of AT&T, is passing
upon the legality of the Common Shares for the Company. As of April 30, 1995,
Marilyn J. Wasser owned 3,019 common shares of AT&T and had options to
acquire 19,329 shares of AT&T.
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 at December 31, 1994 and 1993
and for the years ended December 31, 1994, 1993 and 1992 included in AT&T's
Annual Report on Form 10-K for the year ended December 31, 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.
<PAGE>
<PAGE> 15
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee .........$1,034,490
Rating Agency Fees .................................... 272,250*
Fees and Expenses of Trustee .......................... 7,500*
Printing and Distributing Prospectus and
Miscellaneous Material .............................. 80,000*
Accountants' Fee ...................................... 75,000*
Legal Fees and Expenses ............................... 20,000*
Blue Sky Fees and Expenses ............................ 10,000*
Miscellaneous Expenses ................................ 5,760*
---------
Total .........................................$1,505,000*
==========
* Estimated
Item 15. Indemnification of Directors and Officers.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the statutes of the State of New York, a director or officer
of a corporation is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him in connection with the defense of a civil or
criminal proceeding to which he has been made, or threatened to be made, a
party by reason of the fact that he was such director or officer. In certain
circumstances, indemnity is provided against judgments, fines and amounts paid
in settlement. In general, indemnification is available where the director or
officer acted in good faith, for a purpose he reasonably believed to be in the
best interests of the corporation. Specific court approval is required in
some cases. The foregoing statement is subject to the detailed provisions of
Sections 715, 717 and 721-725 of the New York Business Corporation Law
("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a resolution of
shareholders, (ii) a resolution of directors or (iii) an agreement providing
for such indemnification, to the fullest extent permitted by applicable law,
to provide indemnification and to advance expenses to its directors and
officers in respect of claims, actions, suits or proceedings based upon,
arising from, relating to or by reason of the fact that any such director or
officer serves or served in such capacity with AT&T or at the request of AT&T
in any capacity with any other enterprise.
AT&T has entered into contracts with its officers and directors,
pursuant to the provisions of BCL Section 721, by which it will be obligated
to indemnify such persons, to the fullest extent permitted by the BCL, against
expenses, fees, judgments, fines and amounts paid in settlement in connection
with any present or future threatened, pending or completed action, suit or
proceeding based in any way upon or related to the fact that such person was
an officer or director of AT&T or, at the request of AT&T, an officer,
director or other partner, agent, employee or trustee of another enterprise.
The contractual indemnification so provided will not extend to any situation
where a judgment or other final adjudication adverse to such person
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty or that there inured to such person a
financial profit or other advantage.
The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred by them in
such capacities and against which they cannot be indemnified by the
registrant.
Any agents, dealers or underwriters, who execute any of the agreements
filed as Exhibit 1 to this registration statement, will agree to indemnify the
II-1
<PAGE>
<PAGE> 16
registrant and registrant's directors and its officers who signed the
registration statement against certain liabilities which might arise under the
Securities Act of 1933 from information furnished to the registrant by or on
behalf of any such indemnifying party.
II-2
<PAGE>
<PAGE> 17
Item 16. Exhibits.
The exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
1A Form of Underwriting Agreement (Exhibit 1A to Form SE, dated December
11, 1991).
1B Form of Distribution Agreement (Exhibit 1B to Form SE, dated December
11, 1991).
1C Form of International Distribution Agreement (Exhibit 1C to Form SE,
dated December 11, 1991).
4A Indenture dated as of September 7, 1990, between the Company and The
Bank of New York, as Trustee substantially in the form executed (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).
4B Form of Permanent Global Registered Fixed Rate Note (Exhibit 4B to Form
SE, dated September 10, 1990, File No. 1-1105).
4C Form of Definitive Registered Fixed Rate Note (Exhibit 4C to Form SE,
dated September 10, 1990, File No. 1-1105).
4D Form of Temporary Global Bearer Fixed Rate Note (Exhibit 4D to Form SE,
dated September 10, 1990, File No. 1-1105).
4E Form of Permanent Global Bearer Fixed Rate Note (Exhibit 4E to Form SE,
dated September 10, 1990, File No. 1-1105).
4F Form of Definitive Bearer Fixed Rate Note (Exhibit 4F to Form SE, dated
September 10, 1990, File No. 1-1105).
4G Form of Warrant Agreement (Exhibit 4G to Form SE, dated September 10,
1990, File No. 1-1105).
4H Form of Medium Term Global Floating Rate Note, Registered Security
(Exhibit 4.H to Form 8-K dated December 1, 1992).
4I Form of Medium Term Definitive Floating Rate Note, Registered Security
(Exhibit 4.I to Form 8-K dated December 1, 1992).
5 Opinion of Marilyn J. Wasser, Vice President-Law and Secretary of the
registrant, as to the legality of the securities being registered.
12 Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to Form
10-K for the year ended December 31, 1994, File No. 1-1105).
23A Consent of Coopers & Lybrand L.L.P.
23B Consent of Marilyn J. Wasser, Vice President-Law and Secretary of the
registrant, is contained in opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by the directors and officers who signed
this registration statement.
25 Statement of Eligibility of the Trustee (Form T-1).
II-3
<PAGE>
<PAGE> 18
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(I) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
* * * * *
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of the registrant
pursuant to the provisions referred to in the first, second, third and fifth
paragraphs of Item 15 above or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director or officer of the registrant in the successful defense of
any action, suit or proceeding) is asserted against the registrant by such
director or officer in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, on the 19th day of May, 1995.
AT&T CORP.
By S. L. Prendergast
(Vice President and Treasurer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
Principal Executive Officers: #
#
R. E. Allen Chairman #
of the Board #
and Chief Executive #
Officer #
#
Principal Financial Officer: #
#
R. W. Miller Executive Vice #
President and #
Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
M.B. Tart Vice President #
and Controller ###By S. L. Prendergast
# (attorney-in-fact)*
Directors: #
# May 19, 1995
R. E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Victor A. Pelson #
Donald S. Perkins #
Franklin A. Thomas #
Joseph D. Williams # * by power of attorney
Thomas H. Wyman #
<PAGE>
<PAGE> 20
EXHIBIT INDEX
The exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
1A Form of Underwriting Agreement (Exhibit 1A to Form SE, dated December
11, 1991).
1B Form of Distribution Agreement (Exhibit 1B to Form SE, dated December
11, 1991).
1C Form of International Distribution Agreement (Exhibit 1C to Form SE,
dated December 11, 1991).
4A Indenture dated as of September 7, 1990, between the Company and The
Bank of New York, as Trustee substantially in the form executed (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).
4B Form of Permanent Global Registered Fixed Rate Note (Exhibit 4B to Form
SE, dated September 10, 1990, File No. 1-1105).
4C Form of Definitive Registered Fixed Rate Note (Exhibit 4C to Form SE,
dated September 10, 1990, File No. 1-1105).
4D Form of Temporary Global Bearer Fixed Rate Note (Exhibit 4D to Form SE,
dated September 10, 1990, File No. 1-1105).
4E Form of Permanent Global Bearer Fixed Rate Note (Exhibit 4E to Form SE,
dated September 10, 1990, File No. 1-1105).
4F Form of Definitive Bearer Fixed Rate Note (Exhibit 4F to Form SE, dated
September 10, 1990, File No. 1-1105).
4G Form of Warrant Agreement (Exhibit 4G to Form SE, dated September 10,
1990, File No. 1-1105).
4H Form of Medium Term Global Floating Rate Note, Registered Security
(Exhibit 4.H to Form 8-K dated December 1, 1992).
4I Form of Medium Term Definitive Floating Rate Note, Registered Security
(Exhibit 4.I to Form 8-K dated December 1, 1992).
5 Opinion of Marilyn J. Wasser, Vice President-Law and Secretary of the
registrant, as to the legality of the securities being registered.
12 Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to Form
10-K for the year ended December 31, 1994, File No. 1-1105).
23A Consent of Coopers & Lybrand L.L.P.
23B Consent of Marilyn J. Wasser, Vice President-Law and Secretary of the
registrant, is contained in opinion of counsel filed as Exhibit 5.
24 Powers of Attorney executed by the directors and officers who signed
this registration statement.
25 Statement of Eligibility of the Trustee (Form T-1).
<PAGE> 1 Exhibit 5
May 19, 1995
AT&T Corp.
32 Avenue of the Americas
New York, New York 10013
Dear Sirs:
With reference to the registration statement on Form S-3 (the
"Registration Statement") that AT&T Corp. (the "Company") proposes to file
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to $3.0 billion of the Company's notes (the "Notes"), to
be issued under an indenture dated as of September 7, 1990, as amended, (the
"Indenture"), between the Company and The Bank of New York, Trustee, and
warrants to purchase Notes (the "Warrants"), I am of the opinion that:
1. the Company is a duly organized and validly existing
corporation under the laws of the State of New York;
2. the execution and delivery of the Indenture and issuance of
the Notes and the Warrants have been duly authorized by
appropriate corporate action;
3. the Indenture is a valid and binding agreement in accordance
with its terms, and the Notes, when duly executed and
authenticated in accordance with the terms of the Indenture and
delivered in accordance with the provisions of either an
underwriting, distribution or international distribution
agreement, substantially in the forms filed as exhibits to the
Registration Statement, will be legally issued and binding
obligations of the Company in accordance with their terms, in each
case subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the
enforcement of creditors rights and to general equity principles;
4. when the Warrants have been duly authorized and duly
executed by the Company and countersigned as provided in the
relevant Warrant Agreement and when duly paid for and delivered
pursuant to a sale in the manner described in the Registration
Statement, including the prospectus and any prospectus supplement
relating to such sale, such Warrants will be duly authorized and
will be valid and binding obligations of the Company in accordance
with, and subject to, their terms of the relevant Warrant
Agreement, subject to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting the
enforcement of creditors rights and to general equity principles;
and
5. the Company meets all the requirements for filing the
Registration Statement.
In giving the foregoing opinion, I have relied as to matters of the laws
of the State of New York on an opinion of Michael J. Holliday, General
Attorney, AT&T Corp., to the undersigned and the Company, dated today.
<PAGE>
<PAGE> 2
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration
Statement. I also consent to the making of the statement with respect to me
in the related prospectus under the heading "Legal Opinions".
Very truly yours,
Marilyn J. Wasser
Vice President - Law and
Secretary
<PAGE> 1 Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
______
We consent to the incorporation by reference in this registration statement on
Form S-3 of AT&T Corp. and its subsidiaries (the "Company") of our reports,
which include explanatory paragraphs regarding the change in 1993 in methods
of accounting for postretirement benefits, postemployment benefits and income
taxes, dated January 24, 1995, on our audits of the consolidated financial
statements and consolidated financial statement schedules of the Company,
which are included or incorporated by reference in the Company's Annual Report
on Form 10-K for the year ended December 31, 1994. We also consent to the
reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
New York, New York
May 19, 1995
<PAGE> 1 Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is both a director and an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him and in his name, place and stead, and in his capacity as both a
director and an officer of the Company, to execute and file any such
registration statement, including the related prospectus or prospectuses with
respect to the above-described Notes and Warrants, and thereafter to execute
and file any amended registration statement or statements with respect
thereto, and any amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, hereby giving and granting to said
attorneys, and each of them, full power and authority to do and perform each
and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 18th day of May, 1995.
R. E. Allen
Chairman of the Board,
Director and Chief Executive
Officer
<PAGE>
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is an officer of the Company, as
indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints M.
B. TART and S. L. PRENDERGAST, and each of them, as attorneys for him and in
his name, place and stead, and in his capacity as an officer of the Company,
to execute and file such registration statement, including the related
prospectus or prospectuses with respect to the above-described Notes and
Warrants, and thereafter to execute and file any amended registration
statement or statements with respect thereto, and any amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents
and purposes, as he might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
R. W. Miller
Executive Vice President and
Chief Financial Officer
<PAGE>
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is an officer of the Company, as
indicated below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER and S. L. PRENDERGAST, and each of them, as attorneys for her and in
her name, place and stead, and in her capacity as an officer of the Company,
to execute and file such registration statement, including the related
prospectus or prospectuses with respect to the above-described Notes and
Warrants, and thereafter to execute and file any amended registration
statement or statements with respect thereto, and any amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents
and purposes, as she might or could do if personally present at the doing
thereof, hereby ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 17th day of May, 1995.
M. B. Tart
Controller
<PAGE>
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 17th day of May, 1995.
M. Kathryn Eickhoff
Director
<PAGE>
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
Walter Y. Elisha
Director
<PAGE>
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 17th day of May, 1995.
Philip M. Hawley
Director
<PAGE>
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
Carla A. Hills
Director
<PAGE>
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
Belton K. Johnson
Director
<PAGE>
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
Victor A. Pelson
Director
<PAGE>
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 16th day of May, 1995.
Donald S. Perkins
Director
<PAGE>
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
Franklin A. Thomas
Director
<PAGE>
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
Joseph D. Williams
Director
<PAGE>
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
Thomas H. Wyman
Director
<PAGE>
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of l933, as amended, a
registration statement or registration statements with respect to up to $3.0
billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R.
W. MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys
for him or her and in his or her name, place and stead, and in his or her
capacity as a director of the Company, to execute and file such registration
statement, including the related prospectus or prospectuses with respect to
the above-described Notes and Warrants, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 15th day of May, 1995.
Drew Lewis
Director
<PAGE> 1 Exhibit 25
===========================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
______________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
______________________
AT&T CORP.
(Exact name of obligor as specified in its charter)
New York 13-4924710
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
32 Avenue of the Americas
New York, New York 10013-2412
(Address of principal executive offices) (Zip code)
______________________
Debt Securities
(Title of the indenture securities)
===========================================================================
<PAGE>
<PAGE> 2
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
--------------------------------------------------------------------------
Name Address
--------------------------------------------------------------------------
Superintendent of Banks of the 2 Rector Street, New York,
State of New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Washington, D.C. 20429
Corporation
New York Clearing House New York, New York
Association
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24
of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
<PAGE>
<PAGE> 3
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
<PAGE>
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York,
and State of New York, on the 16th day of May, 1995.
THE BANK OF NEW YORK
By: /S/ ROBERT F. MCINTYRE
_________________________
Name: Robert F. McIntyre
Title: Assistant Vice President
<PAGE>
<PAGE> 5
===========================================================================
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1994, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
In Thousands
ASSETS
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 2,715,471
Interest-bearing balances .......... 853,709
Securities:
Held-to-maturity securities ........ 1,346,480
Available-for-sale securities ...... 1,564,425
Federal funds sold in domestic
offices of the bank ................ 5,557,770
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................24,091,702
LESS: Allowance for loan and
lease losses ..............581,958
LESS: Allocated transfer risk
reserve .....................31,502
Loans and leases, net of unearned
income, allowance, and reserve 23,478,242
Assets held in trading accounts ...... 746,396
Premises and fixed assets (including
capitalized leases) ................ 624,567
Other real estate owned .............. 46,570
Investments in unconsolidated
subsidiaries and associated
companies .......................... 181,905
Customers' liability to this bank on
acceptances outstanding ............ 794,339
Intangible assets .................... 77,527
Other assets ......................... 1,300,004
===========
Total assets ......................... $39,287,405
===========
<PAGE>
<PAGE> 6
LIABILITIES
Deposits:
In domestic offices ................ $18,681,498
Noninterest-bearing .......7,230,562
Interest-bearing .........11,450,936
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,611,477
Noninterest-bearing ..........69,012
Interest-bearing .........10,542,465
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 1,033,228
Securities sold under agreements
to repurchase .................... 31,875
Demand notes issued to the U.S.
Treasury ........................... 141,663
Trading liabilities .................. 562,071
Other borrowed money:
With original maturity of one year
or less .......................... 1,576,410
With original maturity of more than
one year ......................... 243,955
Bank's liability on acceptances exe-
cuted and outstanding .............. 796,534
Subordinated notes and debentures .... 1,056,320
Other liabilities .................... 1,490,732
===========
Total liabilities .................... 36,225,763
===========
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,654,282
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 54,920)
Cumulative foreign currency transla-
tion adjustments .................. ( 5,670)
===========
Total equity capital ................ 3,061,642
===========
Total liabilities and equity
capital ........................... $39,287,405
===========
<PAGE>
<PAGE> 7
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of
our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and is true and correct.
_
Thomas A. Renyi _
J. Carter Bacot _ Directors
Alan R. Griffith _
_
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