<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AT&T CORP.
(Exact name of registrant as specified in its charter)
NEW YORK 13-4924710
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
32 Avenue of the Americas
New York, New York 10013-2412
(address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box [x].
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box [ ].
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
- -----------------------------------------------------------------------------
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- -----------------------------------------------------------------------------
$300,000,000 8.35% Debentures due 2025 New York Stock Exchange
- -----------------------------------------------------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT
None.
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Item 1. Description of Registrant's Securities to be Registered.
For a description of the $300,000,000 8.35% Debentures due 2025 (the
"Debentures") reference is hereby made to "Description of the Debentures"
contained in the Prospectus Supplement dated January 18, 1995 ("Prospectus
Supplement"). Such Prospectus Supplement and the Prospectus dated June 23,
1993 of AT&T Corp. ("AT&T") were filed on January 19, 1995 with the Securities
and Exchange Commission ("Commission") pursuant to Commission Rule 424(b).
The Prospectus Supplement and Prospectus have been made part of AT&T's
Registration Statement on Form S-3 filed with the Commission on May 11, 1993
(Registration Statement No. 33-49589) under the Securities Act of 1933, as
amended, and declared effective by the Commission on June 23, 1993. Such
description of such Debentures is incorporated herein by reference.
Item 2. Exhibits.
The exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibits
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4.A Form of 8.35% Debentures due 2025.
4.B Indenture dated as of September 7, 1990, between the Company
and The Bank of New York, Trustee, substantially in the form
executed (incorporated herein by reference to Exhibit 4A to
Form SE, dated September 10, 1990, File No. 1-1105). First
Supplemental Indenture, dated as of October 30, 1992 between
the Company and the Trustee (Exhibit 4.AA to Form 8-K dated
December 1, 1992).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AT&T CORP.
By: S. L. Prendergast
Vice President and Treasurer
January 20, 1995<PAGE>
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EXHIBIT INDEX
The exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibits
--------
4.A Form of 8.35% Debentures due 2025.
4.B Indenture dated as of September 7, 1990, between the Company and
The Bank of New York, Trustee, substantially in the form executed
(incorporated herein by reference to Exhibit 4A to Form SE, dated
September 10, 1990, File No. 1-1105). First Supplemental
Indenture, dated as of October 30, 1992 between the Company and
the Trustee (Exhibit 4.AA to Form 8-K dated December 1, 1992).
<PAGE> 1 Exhibit 4.A
Form of Permanent Global Registered Fixed Rate Security
THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN CERTIFICATED
FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO A
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS
THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO AT&T CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
AT&T CORP.
$_________ 8.35% Debentures Due 2025
REGISTERED
No. R-___
CUSIP NO. 001957AQ2
AT&T Corp., a New York corporation (herein referred to as
the "Company"), for value received, hereby promises to pay to
CEDE & CO. or registered assigns the principal sum of
___________________________________ on January 15, 2025, and to
pay interest semiannually on January 15 and July 15, commencing
July 15, 1995, on said principal sum at the rate per annum
specified in the title of these Debentures, from January 15, 1995
until the principal thereof is paid or made available for
payment.
<PAGE>
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Reference is hereby made to the further provisions of this
global security (the "Global Security") set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth in this place.
This Global Security shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon
shall have been executed by the Trustee under the Indenture
referred to herein.
IN WITNESS WHEREOF, AT&T Corp. has caused this Global
Security to be duly executed under its corporate seal.
Dated: January 25, 1995
TRUSTEE'S CERTIFICATE AT&T Corp.
OF AUTHENTICATION
This is one of the By:___________________
Securities described in Vice President
the within-mentioned and Treasurer
Indenture.
THE BANK OF NEW YORK, ATTEST:
As Trustee
By:_____________________ _______________________
Authorized Signatory Assistant Secretary
<PAGE>
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REVERSE OF DEBENTURES
Payment of the principal of, premium, if any, and interest
on, this Global Security will be made in immediately available
funds at the office or agency of the Trustee maintained for that
purpose in the Borough of Manhattan, The City of New York, State
of New York, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for
payment of public and private debts; provided, however, that at
the option of the Company payment of interest on any Debentures
issued in definitive form other than interest due at the Maturity
Date shown above may be made by check mailed to the address of
the person entitled thereto as such address shall appear in the
Debenture register. Interest will be paid to persons in whose
names the Debentures are registered at the close of business on
the January 1 or July 1, as the case may be, prior to any
interest payment date. Except as otherwise set forth in the
Indenture, Debentures in definitive form will not be issued.
These Debentures are one of a duly authorized issue of
securities of the Company, issued and to be issued under and
pursuant to an indenture dated as of September 7, 1990 as amended
by the First Supplemental Indenture dated as of October 30, 1992
(herein referred to as the "Indenture"), duly executed and
delivered by the Company to The Bank of New York, as trustee
(herein referred to as the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for
description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and
the Holder (the words "Holders" or "Holder" meaning the
registered holders or registered holder) of these Debentures.
In case an Event of Default with respect to the Debentures,
as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such
declaration shall become due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Debentures to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the outstanding
Debentures. The Indenture also contains provisions permitting
the Holders of not less than a majority in principal amount of
the outstanding Debentures, on behalf of the Holders of all
Debentures, to waive compliance by the Company with certain
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provisions of the Indenture. The Indenture also provides that
the Holders of not less than a majority in principal amount of
the outstanding Debentures may waive certain past defaults and
their consequences on behalf of the Holders of all Debentures.
Any such consent or waiver by the Holder of any Debenture shall
be conclusive and binding upon such Holder and upon all future
Holders of such Debenture and of any Debenture issued upon
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon such Debenture.
The Indenture contains provisions setting forth certain
conditions to the institution of proceedings by Holders of
Debentures with respect to the Indenture or for any remedy under
the Indenture.
No reference herein to the Indenture and no provision of
this Global Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any, and
interest on, these Debentures at the places, at the respective
times, at the rate and in the coin or currency herein prescribed.
The Debentures are issuable as registered Debentures without
coupons in denominations of U.S. $1,000 or any amount in excess
thereof which is a multiple of U.S. $1,000 at the office or
agency of the Trustee referred to above and in the manner and
subject to the limitations provided in the Indenture. Debentures
may be exchanged without service charge for like aggregate
principal amount of Debentures.
The Debentures may not be redeemed by the Company prior to
January 15, 2005. The Debentures may be redeemed, at the option
of the Company, as a whole or from time to time in part, on or
after January 15, 2025 and prior to maturity, upon the notice
referred to below, at the following redemption prices (expressed
in percentages of the principal amount) during the 12 month
periods beginning January 15:
2005............................103.288%
2006............................102.959%
2007............................102.630%
2008............................102.302%
2009............................101.973%
2010............................101.644%
2011............................101.315%
2012............................100.986%
2013............................100.658%
2014............................100.329%
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and thereafter at 100%, together in each case with accrued
interest to the date fixed for redemption. As provided in the
Indenture, notice of redemption to the holders of Debentures to
be redeemed as a whole or in part shall be given by mailing a
notice of such redemption not less than 30 nor more than 90 days
prior to the date fixed for redemption to their last addresses as
they shall appear upon the register kept for that purpose.
Upon due presentment for registration of transfer of this
Debenture at the above-mentioned office or agency of the Trustee,
a new Global Security or Debentures of authorized denominations,
for a like aggregate principal amount will be issued to the
transferee as proved in the Indenture. No service charge shall
be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
The Company, the Trustee, and any agent of the Company or
the Trustee may deem and treat the Holder hereof as the absolute
owner hereof (whether or not this Global Security shall be
overdue and notwithstanding any notation of ownership or other
writing hereon) for the purpose of receiving payment of or on
account of the principal hereof and subject the provisions above,
of premium or interest thereon, and for all other purposes and
neither the Company nor the Trustee nor any such agent shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal
of, premium, if any, or the interest on, this Global Security or
for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder,
officer or director as such, past, present of future, of the
Company or of any successor corporation, either directly or
through the Company or of any successor corporation whether by
virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and
released.
This Global Security shall be deemed to be a contract made
under the laws of the State of New York and for all purposes
shall be governed by and construed in accordance with the laws of
said State.
All terms used in this Global Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.<PAGE>
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - _______________________
(Cust)___________ (Minor)
Under Uniform Gifts to Minor Act ____________________
(State)
Additional abbreviations may also be used though not in
the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE]
______________________________________________________________
______________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE]
______________________________________________________________
______________________________________________________________
the within Debentures and all rights thereunder, hereby
irrevocably constituting and appointing such person attorney
to transfer such Debenture on the books of the Company, with
full power of substitution in the premises.
Date: ____________________________________________
NOTICE: The signature of this assignment must correspond
with the name as written upon the face of the within
Debentures in every particular without alteration or
enlargement or any change whatsoever.
