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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AT&T CORP.
(Exact name of registrant as specified in its charter)
NEW YORK 13-4924710
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
32 Avenue of the Americas
New York, New York 10013-2412
(address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box [x].
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box [ ].
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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$300,000,000 7% Notes due May 15, 2005 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 7% Notes due May 15, 2005 (the
"Notes") reference is hereby made to "Description of the Notes" contained in
the Prospectus Supplement dated May 8, 1995 ("Prospectus Supplement"). Such
Prospectus Supplement and the Prospectus dated June 23, 1993 of AT&T Corp.
("AT&T") were filed on May 9, 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 Notes is
incorporated herein by reference.
Item 2. Exhibits.
The exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibits
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4.A Form of Permanent Global Registered Fixed Rate Security.
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
May 10, 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
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4.A Form of Permanent Global Registered Fixed Rate Security.
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 NOTE 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 NOTES IN
CERTIFICATED FORM, THIS NOTE 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 NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO AT&T CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE 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.
$ 7% Notes due May 15, 2005
REGISTERED
No. R- CUSIP NO. 001957AS8
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
DOLLARS on May 15, 2005, and to pay interest
semiannually on May 15 and November 15, commencing November 15, 1995, on said
principal sum at the rate per annum specified in the title of these Notes,
from May 15, 1995 until the principal thereof is paid or made available for
payment.
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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: May 15, 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
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REVERSE OF NOTES
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 Notes 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 Note register. Interest will be paid to persons in whose names
the Notes are registered at the close of business on the November 1 or May 1,
as the case may be, prior to any interest payment date. Except as otherwise
set forth in the Indenture, Notes in definitive form will not be issued.
These Notes 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 Notes.
In case an Event of Default with respect to the Notes, as defined in the
Indenture, shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become due and payable in the
manner, with the effect and subject to the conditions provided 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 Notes 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 Notes. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the outstanding Notes, on behalf of the
Holders of all Notes, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture also provides that the Holders of
not less than a majority in principal amount of the outstanding Notes may
waive certain past defaults and their consequences on behalf of the Holders of
all Notes. Any such consent or waiver by the Holder of any Note shall be
conclusive and binding upon such Holder and upon all future Holders of such
Note and of any Note 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 Note.
The Indenture contains provisions setting forth certain conditions to
the institution of proceedings by Holders of Notes 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 Notes at the places, at the respective
times, at the rate and in the coin or currency herein prescribed.
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The Notes are issuable as registered Notes 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. Notes may be exchanged without service charge for like aggregate
principal amount of Notes.
The Notes may not be redeemed by the Company.
Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Trustee, a new Global Security or
Notes 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 to 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 or future, of the
Company or of any successor corporation, either directly or through the
Company or of any successor corporation whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
This 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.
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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 Notes and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.
Date: ____________________________________________
NOTICE: The signature of this assignment must correspond with the name as
written upon the face of the within Notes in every particular
without alteration or enlargement or any change whatsoever.
