<PAGE>
Rule 424(b)(1)
Registration No. 33-56783
PROSPECTUS
35,859,199 SHARES
[LOGO]
AT&T CORP.
COMMON SHARES
(PAR VALUE $1.00 PER SHARE)
All of the 35,859,199 common shares (the "Common Shares") of AT&T Corp. being
offered hereby are being sold by the Selling Shareholder and are outstanding
common shares of the Company. Of the 35,859,199 Common Shares offered,
28,859,199 Common Shares are being offered hereby in the United States, and
7,000,000 Common Shares are being offered in a concurrent international
offering outside the United States. The Company will not receive any of the
proceeds from the sale of such Common Shares. See "Selling Shareholder".
The Common Shares are listed on the New York, Boston, Chicago, Pacific and
Philadelphia Stock Exchanges. On January 26, 1995, the reported last sale
price of the Company's common shares on the New York Stock Exchange was $497/8
per share. See "Price Range of Common Shares and Dividends".
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.
PRICE $49-3/4 A SHARE
<TABLE>
<CAPTION>
Proceeds to
Initial Public Underwriting Selling
Offering Price Discount (1) Shareholder (2)
<S> <C> <C> <C>
Per Share ....... $49.75 $0.75 $49.00
Total (3) ....... $1,783,995,150 $26,894,399 $1,757,100,751
</TABLE>
(1) The Company and the Selling Shareholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting expenses, estimated to be $990,000, of which $840,000
will be payable by the Company and $150,000 will be payable by the Selling
Shareholder.
(3) The Company has granted the U.S. Underwriters an option for 30 days to
purchase up to an additional 4,328,880 shares at the initial public offering
price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, an over-allotment option on 1,050,000 shares
has been granted by the Company as part of the International Offering. If
such options are exercised in full, the total initial public offering price
and underwriting discount will be $2,051,594,430 and $30,928,559,
respectively, and proceeds to the Company (before deducting expenses as
indicated in note (2)) will be $263,565,120. The total proceeds to the
Selling Shareholder will not change. See "Underwriting".
Joint Global Coordinators
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
The Common Shares are offered by the several Underwriters named herein,
subject to prior sale, when, as and if accepted by the Underwriters. It is
expected that certificates for the Common Shares will be ready for delivery
in New York on or about February 2, 1995.
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
CS First Boston
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch & Co.
Salomon Brothers Inc
January 26, 1995
<PAGE>
AVAILABLE INFORMATION
AT&T Corp. ("AT&T" or 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 7 World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 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 the 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 1993;
(2) AT&T's Quarterly Reports on Form 10-Q for the periods ended March 31,
1994, June 30, 1994 and September 30, 1994; and
(3) AT&T's Current Reports on Form 8-K dated January 14, 1994, January 27,
1994, March 4, 1994, March 23, 1994, April 5, 1994, August 16, 1993, as
amended (filed April 19, 1994), April 22, 1994, August 16, 1993, as amended
(filed May 20, 1994), May 26, 1994, July 15, 1994, August 16, 1993, as
amended (filed August 23, 1994), August 25, 1994, September 14, 1994,
September 19, 1994, October 26, 1994, December 8, 1994, December 13, 1994,
October 26, 1994, as amended (filed December 27, 1994), January 24, 1995 and
January 24, 1995, as amended (filed January 26, 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 Common Shares 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 modifies or 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 1993 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).
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON SHARES AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK, BOSTON, CHICAGO, PACIFIC AND
PHILADELPHIA STOCK EXCHANGES OR IN THE OVER-THE-COUNTER MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
THE COMPANY
AT&T is among the world's networking leaders, providing communications
services and products, as well as network equipment and computer systems, to
businesses, 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 Bell
Laboratories engages in basic research as well as product and service
development. AT&T also offers a general-purpose credit card and other
financial services.
AT&T has organized its businesses into the following functional groups:
AT&T COMMUNICATIONS SERVICES GROUP provides a wide range of voice, data and
image telecommunications services to consumers, large and small businesses,
and government entities. For consumers, these services primarily consist of
long distance telephone, AT&T Calling Card, and domestic and international
operator services. AT&T provides business and government customers with long
distance as well as other advanced telecommunications services, including
toll-free "800" services, private line services and integrated digital
network services. In addition, AT&T constructs, operates and manages global
telecommunications networks for customers' and for its own use. In September
1994, a subsidiary of AT&T merged with McCaw Cellular Communications, Inc.
("McCaw"), the nation's largest cellular communications company, which will
form the basis for AT&T's future growth in the wireless communications area.
See "Recent Developments" in this Prospectus.
AT&T GLOBAL INFORMATION SOLUTIONS COMPANY develops, manufactures, sells, and
services computer and information systems for businesses. These systems help
customers manage both computing and communications in one integrated package.
AT&T MULTIMEDIA PRODUCTS GROUP meets the equipment needs of businesses,
government entities and consumers. This group offers products such as private
branch exchanges, voice and message processing products, and video
conferencing systems. This group also has responsibility for the design,
manufacture and sale of cellular, corded and cordless phones, answering
systems, facsimile machines and other telecommunications products.
AT&T NETWORK SYSTEMS GROUP has primary responsibility for the development,
manufacture, installation and maintenance of communications equipment
marketed to local exchange carriers, private telecommunications network
operators, foreign telephone operators, government entities, private
businesses and the Company itself. In addition to advanced switching and
transmission systems, this group is a leader in the provision of hardware and
software systems integration for wireless service providers, cable television
operators and other telecommunications carriers.
AT&T BELL LABORATORIES provides support to all of the Company's business
units. It designs and develops new products, systems, software and services,
and carries out a broad program of fundamental research to provide the
technology base for AT&T's future. AT&T Bell Laboratories is responsible for
the invention or development of many significant telecommunications devices
and processes, including the transistor, cellular wireless communications
technology, integrated circuits and many types of lasers.
AT&T FINANCIAL SERVICES AND LEASING consists of AT&T Universal Card Services
Corp., a general- purpose credit card company, wholly owned by AT&T, and AT&T
Capital Corporation, a publicly-traded full- service finance and leasing
company, 86%-owned by AT&T.
AT&T has numerous subsidiary companies and offices throughout the world. In
1993, AT&T announced its intention to implement an international
organizational structure, along regional lines, to complement the functional
groups described above and to promote shared accountability among regional
units and those groups. Three regional units, representing all AT&T
businesses, have been formed: Latin America, with headquarters in Coral
Gables, Florida; Asia/ Pacific, with headquarters in Hong Kong; and
Europe/Middle East/Africa, with headquarters in Brussels.
The Company was incorporated on March 3, 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 10018-2412 (telephone number 212-387-5400).
3
<PAGE>
RECENT DEVELOPMENTS
MERGER WITH MCCAW
On September 19, 1994, a subsidiary of AT&T merged with McCaw, the leading
provider of wireless communications services in the United States. McCaw's
service offerings include cellular, messaging, data transmission and
air-to-ground communications. It has cellular operations in more than 100
cities in the United States with a total population of more than 100 million,
approximately 80% of which is in the 30 most populous markets in the United
States. McCaw has approximately 3.6 million cellular customers and 600,000
messaging subscribers. Revenue and net income for McCaw for the nine months
ended September 30, 1994 were $2,062 million and $34 million, respectively.
The merger with McCaw is expected to allow AT&T to better meet the
communications requirements of its customers. Under the terms of a proposed
antitrust consent decree among AT&T, McCaw and the United States, the
operations of AT&T and McCaw are subject to several conditions, including
maintaining McCaw as a separate business entity with separate officers and
personnel. After McCaw provides equal access to all interexchange carriers
AT&T may: use the AT&T brand on McCaw's cellular services; jointly market its
interexchange services with McCaw's cellular service; and provide customers
with a single bill for both wired and wireless services.
OPTION TO ACQUIRE PUBLICLY HELD SHARES OF LIN BROADCASTING
Under the Private Market Value Guarantee ("PMVG") between McCaw and its
52%-owned subsidiary, LIN Broadcasting Corporation ("LIN"), a process
commenced on January 1, 1995 to determine the private market value per share
of LIN (the "Private Market Price"). After the Private Market Price is
determined, McCaw will have 45 days to decide whether to proceed with the
acquisition of all the public shares of LIN at that price, subject to the
approval of the LIN public shareholders.
Private market value is defined in the PMVG as the price per share, including
control premium, that an unrelated third party would pay if it were to
acquire all the outstanding shares of LIN, including the shares held by
McCaw, in an arm's-length transaction and assuming that LIN was being sold in
a manner designed to attract all possible participants and to maximize
shareholder value. Using this definition, the Private Market Price will be
determined by Morgan Stanley & Co. Incorporated, which has been designated as
McCaw's appraiser under the PMVG, and by Lehman Brothers Inc. and Bear,
Stearns & Co., which have been designated to act jointly as the LIN
independent directors' appraiser, and if necessary by a third-party
appraiser.
AT&T and McCaw have not made any decision as to whether McCaw should proceed
with an acquisition of the LIN public shares. If the Private Market Price is
set at a level that AT&T and McCaw believe is reasonable, AT&T and McCaw
expect that McCaw would seek to proceed with an acquisition. If the Private
Market Price is set at a level that AT&T and McCaw believe is not reasonable,
AT&T and McCaw expect that McCaw would not proceed with an acquisition. Any
such acquisition would involve a substantial capital expenditure. If McCaw
does not proceed with an acquisition, the PMVG provides that McCaw will put
LIN in its entirety up for sale under the direction of the LIN independent
directors. Such a sale would also be subject to the approval of the LIN
public shareholders.
PERSONAL COMMUNICATIONS SERVICES AUCTIONS
On October 28, 1994, AT&T Wireless PCS Inc., a wholly owned subsidiary of
AT&T , filed an application with the FCC establishing its eligibility to bid
on broad-band personal communication service ("PCS") radio licenses to
provide wireless telephone service in 30 of 51 major trading areas in the
United States. The FCC auction began on December 5, 1994. It is not possible
to predict the outcome of the auction or the amounts successful bidders will
be required to pay in order to win licenses as about 30 companies have made
deposits and are eligible for bidding. In the event AT&T is successful in
obtaining one or more licenses, substantial expenditures could be required
for the licenses and for constructing associated systems.
GROWTH IN RECENT INTERNATIONAL ALLIANCES TO PROVIDE TELECOMMUNICATIONS
SERVICE
On November 9, 1994, AT&T and Grupo Alfa ("Alfa") of Mexico announced that
they had signed a memorandum of understanding pursuant to which they plan to
work together to develop a possible joint venture to deliver
telecommunication services to Mexico's business and residential customers. If
such a joint venture is formed, AT&T's share
4
<PAGE>
of the voting equity would be 49%. The services the joint venture would
offer and whether AT&T and Alfa would proceed with the formation of the joint
venture depend in part on the terms and conditions of long distance
competition and concessions to be issued in early 1995 by the Secretariat of
Communications and Transportation, the agency that regulates
telecommunications in Mexico, as well as the joint venture's ability to
secure an operating license.
Another significant recent international alliance is WorldPartners Company
("WorldPartners"), which AT&T formed as an equity partnership in 1993 with
Kokusai Denshin Denwa Co. Ltd. of Japan and Singapore Telecom to support the
provision of high quality advanced telecommunications services to
multinational business customers marketed under the name "WorldSource(SM)".
During 1994, a consortium of Dutch, Swiss and Swedish telephone authorities
known as Unisource joined WorldPartners. WorldPartners has recruited to date
a total of eleven telecommunications services suppliers as members of the
WorldPartners Association, the consortium of companies offering WorldSource
services, covering twenty-six countries in North America, Europe and Asia. In
December 1994, AT&T and Unisource also announced an Agreement in Principle
("AIP") to form a new company that will combine their data and business voice
services in Europe. Under the AIP terms, Unisource will own 60% and AT&T will
own 40% of the new company. Subject to regulatory approval by the European
Union authorities, the joint venture is expected to be fully operational by
mid-1995. Some services to be offered by the new company are already
available now, due to the companies' earlier cooperation in WorldPartners and
on closed-user group voice services. Competition for WorldPartners members to
serve the communication needs of multinational customers is significant,
consisting often of local national telephone authorities as well as consortia
formed between MCI and British Telecommunications and, pending regulatory
approval, among Sprint and France Telecom and Deutsche Telekom.
RESULTS FOR THE YEAR ENDED DECEMBER 31, 1994
AT&T released results for the year ended December 31, 1994 on January 24,
1995. (See AT&T's Current Report on Form 8-K, dated January 24, 1995, as
amended (filed January 26, 1995), which is incorporated by reference in this
Prospectus.)
5
<PAGE>
CAPITALIZATION
The following table sets forth the audited consolidated short-term debt and
capitalization of AT&T at December 31, 1994.
<TABLE>
<CAPTION>
December 31, 1994
(Dollars in millions,
except per share amount)
<S> <C>
Debt maturing within one year ................................ $ 13,666
Long-term debt including capital leases ...................... $ 11,358
Shareowners' equity:
Common shares, par value $1.00 per share: 2,000,000,000 shares
authorized, 1,568,951,000 shares outstanding ................ 1,569
Additional paid-in capital .................................. 15,825
Guaranteed ESOP obligation .................................. (305)
Foreign currency translation adjustments .................... 145
Retained earnings ........................................... 687
Total shareowners' equity .................................. 17,921
Total capitalization ..................................... $ 29,279
</TABLE>
6
<PAGE>
SELECTED FINANCIAL DATA
The selected financial data set forth below for the years ended December 31,
1994, 1993 and 1992 and at December 31, 1994 and 1993 are derived from AT&T's
audited consolidated financial statements.
<TABLE>
<CAPTION>
Year Ended
December 31,
1994 1993(1) 1992
(Dollars in millions, except per share amounts)
<S> <C> <C> <C>
Income Statement Data:
Total revenues .............................. $ 75,094 $ 69,351 $ 66,647
Operating income ............................ 8,030 6,568 6,628
Interest expense ............................ 748 1,032 1,153
Income before cumulative effects of
accounting changes .......................... 4,710 3,702 3,442
Cumulative effects of accounting changes for:
--Postretirement benefits .................. -- (7,023) --
--Postemployment benefits .................. -- (1,128) --
--Income taxes ............................. -- (1,457) --
Net income (loss) ........................... $ 4,710 $ (5,906) $ 3,442
Net income (loss) per share ................. $ 3.01 $ (3.82) $ 2.27
Dividends declared per common share ......... $ 1.32 $ 1.32 $ 1.32
</TABLE>
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
Balance Sheet Data:
Total assets ................................. $79,262 $69,393
Long-term debt including capital leases....... 11,358 11,802
Total debt (including current portion)........ 25,024 22,865
Total shareowners' equity .................... 17,921 13,374
</TABLE>
(1) 1993 data reflect a $9.6 billion net charge for three U.S. accounting
changes: Statement of Financial Accounting Standards ("SFAS") No. 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions", SFAS
No. 112, "Employers' Accounting for Postemployment Benefits", and SFAS No.
109, "Accounting for Income Taxes".
SELLING SHAREHOLDER
All of the Common Shares offered hereby are being sold by BT USA Holdings,
Inc. (the "Selling Shareholder"), a wholly-owned subsidiary of British
Telecommunications plc.
The Selling Shareholder acquired the Common Shares in connection with the
merger on September 19, 1994 of a subsidiary of AT&T with McCaw. Under the
terms of the merger agreement, the Selling Shareholder received the Common
Shares in exchange for its 35,859,199 shares of McCaw, which it purchased
beginning in 1989.
The Common Shares represent approximately 2.3% of the total outstanding
common shares of AT&T. The Common Shares are being registered pursuant to the
terms of a Registration Rights Agreement, dated as of September 19, 1994,
between AT&T and the Selling Shareholder. The Selling Shareholder will not
own any common shares of AT&T following completion of the offering.
The Selling Shareholder is being advised in connection with the offering by
Donaldson, Lufkin & Jenrette Securities Corporation and N M Rothschild & Sons
Limited.
7
<PAGE>
DESCRIPTION OF COMMON SHARES OF AT&T
All common shares (par value $1 per share) of AT&T are entitled to
participate equally in dividends. Each shareowner has one vote for each share
registered in the shareowner's name. All common shares would rank equally on
liquidation, and common shares (including the Common Shares offered by this
Prospectus) are fully-paid and nonassessable by AT&T. Holders of common
shares have no preemptive rights.
AT&T is authorized to issue common shares under the Shareowner Dividend
Reinvestment and Stock Purchase Plan and various employee benefit plans of
AT&T and its subsidiaries.
CERTAIN PREFERENTIAL RIGHTS OF HOLDERS OF PREFERRED SHARES
AT&T's authorized capital includes a class of 100,000,000 preferred shares,
par value $1 per share, issuable in series, cumulative as to dividends and
having an authorized maximum liquidation preference of $8,000,000,000. The
preferred shares rank prior to the common shares both as to dividends and on
liquidation. There are no preferred shares issued and outstanding. AT&T's
Board of Directors is authorized to establish the number of shares,
designations, relative rights, preferences and limitations, including voting
and conversion rights, of any future series of preferred shares.
USE OF PROCEEDS
If all or part of the over-allotment options are exercised, the Company will
receive the proceeds from the sale of any additional shares sold as a result
of any such exercise. The proceeds will be used for general corporate
purposes.
PRICE RANGE OF COMMON SHARES AND DIVIDENDS
The Company's common shares are traded on the New York, Philadelphia, Boston,
Chicago and Pacific Stock Exchanges under the symbol "T". They also trade on
the London, Tokyo and other foreign stock exchanges. The following table sets
forth the high and low sale prices of the common shares for the periods
indicated as reported on the New York Stock Exchange Composite Tape:
<TABLE>
<CAPTION>
High Low
<S> <C> <C>
Fiscal 1992
First Quarter .......................... 41-3/8 36-5/8
Second Quarter ......................... 44-5/8 40-1/8
Third Quarter .......................... 45-3/8 42
Fourth Quarter ......................... 53-1/8 40-5/8
Fiscal 1993
First Quarter .......................... 59-1/8 50-1/8
Second Quarter ......................... 63-7/8 53-3/4
Third Quarter .......................... 65 57-3/8
Fourth Quarter ......................... 61-3/8 52
Fiscal 1994
First Quarter .......................... 57-1/8 50-5/8
Second Quarter ......................... 57-1/8 49-1/2
Third Quarter .......................... 55-7/8 52-1/2
Fourth Quarter ......................... 55-1/4 47-1/4
Fiscal 1995
First Quarter (through January 26, 1995) 50-1/2 47-5/8
</TABLE>
Dividends on common shares are currently paid at the rate of $.33 per share
per quarter ($1.32 per year).
8
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated January 26, 1995, the U.S. Underwriters named below have
severally agreed to purchase and the Selling Shareholder has agreed to sell
to them, severally, the respective number of Common Shares set forth below.
<TABLE>
<CAPTION>
Number of
Underwriter Common Shares
<S> <C>
Goldman, Sachs & Co. .............................. 4,433,600
Morgan Stanley & Co. Incorporated ................. 4,433,599
CS First Boston Corporation ....................... 2,198,000
Donaldson, Lufkin & Jenrette Securities Corporation 2,198,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 2,198,000
Salomon Brothers Inc .............................. 2,198,000
Advest, Inc. ...................................... 225,000
Arnhold and S. Bleichroeder, Inc. ................. 150,000
Robert W. Baird & Co. Incorporated ................ 225,000
Bear, Stearns & Co. Inc. .......................... 475,000
Sanford C. Bernstein & Co., Inc. .................. 225,000
Alex. Brown & Sons Incorporated ................... 475,000
Cowen & Company ................................... 225,000
Dain Bosworth Incorporated ........................ 225,000
Dean Witter Reynolds Inc. ......................... 475,000
A.G. Edwards & Sons, Inc. ......................... 475,000
Gabelli & Company, Inc. ........................... 150,000
Gruntal & Co., Incorporated ....................... 150,000
Guzman & Company .................................. 150,000
Interstate/Johnson Lane Corporation ............... 150,000
Janney Montgomery Scott Inc. ...................... 150,000
Edward D. Jones & Co. ............................. 225,000
Kemper Securities, Inc. ........................... 475,000
C.J. Lawrence/Deutsche Bank Securities Corporation 225,000
Legg Mason Wood Walker Incorporated ............... 225,000
Lehman Brothers Inc. .............................. 475,000
Luther, Smith & Small ............................. 150,000
McDonald & Company Securities, Inc. ............... 225,000
J.P. Morgan Securities Inc. ....................... 475,000
Oppenheimer & Co., Inc. ........................... 475,000
PaineWebber Incorporated .......................... 475,000
Piper Jaffray Inc. ................................ 225,000
Prudential Securities Incorporated ................ 475,000
Ragen MacKenzie Incorporated ...................... 150,000
Rauscher Pierce Refsnes, Inc. ..................... 225,000
Raymond James & Associates, Inc. .................. 225,000
Robertson, Stephens & Company, L.P. ............... 475,000
The Robinson-Humphrey Company, Inc. ............... 225,000
Muriel Siebert & Co., Inc.......................... 150,000
Smith Barney Inc. ................................. 475,000
Stifel, Nicolaus & Company Incorporated ........... 150,000
Sutro & Co. Incorporated .......................... 225,000
Utendahl Capital Partners, L.P. ................... 150,000
S.G. Warburg & Co. Inc. ........................... 475,000
Wheat, First Securities, Inc. ..................... 225,000
Total ........................................ 28,859,199
</TABLE>
9
<PAGE>
The Underwriting Agreement provides that the obligations of the several U.S.
Underwriters to pay for and accept delivery of the Common Shares are subject
to the approval of certain legal matters by their counsel and to certain
other conditions. The nature of the U.S. Underwriters' obligation is such
that they are committed to take and pay for all of the shares offered hereby
if any are taken.
The U.S. Underwriters propose to offer part of the Common Shares directly to
the public at the initial public offering price set forth on the cover page
hereof and part to certain dealers at a price which represents a concession
not in excess of $.45 a share under the initial public offering price. Any
U.S. Underwriter may allow, and such dealers may reallow, a concession not in
excess of $.10 a share to certain brokers and dealers.
The Company and the Selling Shareholder have entered into an underwriting
agreement (the "International Underwriting Agreement") with the underwriters
of the international offering (the "International Underwriters") providing
for the concurrent offer and sale of 7,000,000 Common Shares in an
international offering outside the United States (the "International
Offering"). The initial public offering price and aggregate underwriting
discounts and commissions per share for the two offerings are identical. The
closing of the offering made hereby is a condition to the closing of the
International Offering, and vice versa. The representatives of the
International Underwriters are Morgan Stanley & Co. International Limited and
Goldman Sachs International.
Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between Syndicates") relating to the two
offerings, each of the U.S. Underwriters named herein has agreed that, as a
part of the distribution of the shares offered hereby and subject to certain
exceptions, it will offer, sell or deliver the Common Shares, directly or
indirectly, only in the United States of America (including the States and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction (the "United States") and to U.S. persons, which
term shall mean, for purposes of this paragraph: (a) any individual who is a
resident of the United States or (b) any corporation, partnership or other
entity organized in or under the laws of the United States or any political
subdivision thereof and whose office most directly involved with the purchase
is located in the United States. Each of the International Underwriters has
agreed pursuant to the Agreement Between Syndicates that, as a part of the
distribution of the shares offered as a part of the International Offering,
and subject to certain exceptions, it will (i) not, directly or indirectly,
offer, sell or deliver Common Shares (a) in the United States or to any U.S.
persons or (b) to any person who it believes intends to reoffer, resell or
deliver the shares in the United States or to any U.S. persons, and (ii)
cause any dealer to whom it may sell such shares at any concession to agree
to observe a similar restriction.
Pursuant to the Agreement Between Syndicates, sales may be made between the
U.S. Underwriters and the International Underwriters of such number of Common
Shares as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the
selling concession.
The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of
4,328,880 additional common shares solely to cover over-allotments, if any.
If the U.S. Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions, to
purchase approximately the same percentage thereof that the number of shares
to be purchased by each of them, as shown in the foregoing table, bears to
the 28,859,199 Common Shares offered. The Company has granted the
International Underwriters a similar option to purchase up to an aggregate of
1,050,000 additional common shares.
The Company and the Selling Shareholder have agreed that, until 90 days
following the date hereof, they will not, without the consent of Goldman,
Sachs & Co. and Morgan Stanley & Co. Incorporated, offer, sell or contract to
sell, or announce the offering of any common shares of the Company or
securities convertible into or exchangeable for such common shares, with
certain exceptions.
Morgan Stanley & Co. Incorporated has been retained by AT&T and McCaw to
serve as McCaw's appraiser in connection with the Private Market Value
Guarantee with LIN. See "Recent Developments--Option to Acquire Publicly Held
Shares of LIN Broadcasting".
The Company, the Selling Shareholder and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
10
<PAGE>
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- 0530, telephone number
(904) 488-9805.
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 December 31, 1994,
Marilyn J. Wasser owned 3,019 common shares of AT&T and had options to
acquire 13,626 common shares of AT&T.
Davis Polk & Wardwell of New York, New York is passing upon the legality of
the Common Shares for the Underwriters. Such firm from time to time acts as
counsel for the Company and its subsidiaries.
Milbank, Tweed, Hadley & McCloy of New York, New York is passing upon the
legality of the Common Shares for the Selling Shareholder.
EXPERTS
The restated consolidated financial statements and restated consolidated
financial statement schedules of AT&T and its subsidiaries at December 31,
1993 and 1992 and for the years ended December 31, 1993, 1992 and 1991,
included in AT&T's Current Report on Form 8-K, dated October 26, 1994, as
amended (filed December 27, 1994), have been incorporated herein by reference
in reliance upon the report of Coopers & Lybrand L.L.P., independent
auditors, which report includes an explanatory paragraph 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.
11
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell
or the solicitation of an offer to buy any securities other than the
securities to which it relates or an offer to sell or the solicitation of an
offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information .................... 2
Incorporation of Documents by Reference .. 2
The Company .............................. 3
Recent Developments ...................... 4
Capitalization ........................... 6
Selected Financial Data .................. 7
Selling Shareholder ...................... 7
Description of Common Shares of AT&T ..... 8
Use of Proceeds .......................... 8
Price Range of Common Shares and Dividends 8
Underwriting ............................. 9
For Florida Residents .................... 11
Legal Opinions ........................... 11
Experts .................................. 11
</TABLE>
35,859,199 SHARES
AT&T CORP.
COMMON SHARES
(PAR VALUE $1.00 PER SHARE)
[LOGO]
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO.
INCORPORATED
CS FIRST BOSTON
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
SALOMON BROTHERS INC
<PAGE>
[ALTERNATE FOR INTERNATIONAL]
PROSPECTUS
35,859,199 SHARES
[LOGO]
AT&T CORP.
COMMON SHARES
(PAR VALUE $1.00 PER SHARE)
All of the 35,859,199 common shares (the "Common Shares") of AT&T Corp. being
offered hereby are being sold by the Selling Shareholder and are outstanding
common shares of the Company. Of the 35,859,199 Common Shares offered,
7,000,000 Common Shares are being offered hereby outside the United States,
and 28,859,199 Common Shares are being offered in a concurrent offering in
the United States. The Company will not receive any of the proceeds from the
sale of such Common Shares. See "Selling Shareholder".
The Common Shares are listed on the New York, Boston, Chicago, Pacific and
Philadelphia Stock Exchanges. On January 26, 1995, the reported last sale
price of the Company's common shares on the New York Stock Exchange was $497/8
per share. See "Price Range of Common Shares and Dividends".
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.
PRICE $49-3/4 A SHARE
<TABLE>
<CAPTION>
Proceeds to
Initial Public Underwriting Selling
Offering Price Discount (1) Shareholder (2)
<S> <C> <C> <C>
Per Share ....... $49.75 $0.75 $49.00
Total (3) ....... $1,783,995,150 $26,894,399 $1,757,100,751
</TABLE>
(1) The Company and the Selling Shareholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting expenses, estimated to be $990,000, of which $840,000
will be payable by the Company and $150,000 will be payable by the Selling
Shareholder.
(3) The Company has granted the International Underwriters an option for 30
days to purchase up to an additional 1,050,000 shares at the initial public
offering price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, an over-allotment option on 4,328,880 shares
has been granted by the Company as part of the U.S. Offering. If such options
are exercised in full, the total initial public offering price and
underwriting discount will be $2,051,594,430 and $30,928,559, respectively,
and proceeds to the Company (before deducting expenses as indicated in note
(2)) will be $263,565,120. The total proceeds to the Selling Shareholder will
not change. See "Underwriting".
Joint Global Coordinators
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO.
INCORPORATED
The Common Shares are offered by the several Underwriters named herein,
subject to prior sale, when, as and if accepted by the Underwriters. It is
expected that certificates for the Common Shares will be ready for delivery
in New York on or about February 2, 1995.
MORGAN STANLEY & CO. INTERNATIONAL
GOLDMAN SACHS INTERNATIONAL
CS FIRST BOSTON LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH INTERNATIONAL LIMITED
SALOMON BROTHERS INTERNATIONAL LIMITED
January 26, 1995
<PAGE>
[ALTERNATE FOR INTERNATIONAL]
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated January 26, 1995, the International Underwriters named below
have severally agreed to purchase and the Selling Shareholder has agreed to
sell to them, severally, the respective number of Common Shares set forth
below.
<TABLE>
<CAPTION>
Number of
Underwriter Common Shares
<S> <C>
Morgan Stanley & Co. International Limited ........ 1,310,000
Goldman Sachs International ....................... 1,310,000
CS First Boston Limited ........................... 615,000
Donaldson, Lufkin & Jenrette Securities Corporation 615,000
Merrill Lynch International Limited ............... 615,000
Salomon Brothers International Limited ............ 615,000
Banque Paribas .................................... 160,000
Deutsche Bank Aktiengesellschaft .................. 160,000
S.G. Warburg Securities Ltd. ...................... 160,000
ABN AMRO Bank N.V. ................................ 80,000
James Capel & Co. ................................. 80,000
Cazenove & Co. .................................... 80,000
Commerzbank Aktiengesellschaft .................... 80,000
Credit Lyonnais Securities ........................ 80,000
Daiwa Europe Limited .............................. 80,000
Dresdner Bank Aktiengesellschaft .................. 80,000
Robert Fleming & Co. Limited ...................... 80,000
Internationale Nederlanden Bank N.V. .............. 80,000
Kleinwort Benson Limited .......................... 80,000
Lehman Brothers International (Europe) ............ 80,000
Nikko Europe Plc .................................. 80,000
Nomura International plc .......................... 80,000
RBC Dominion Securities Inc. ...................... 80,000
N M Rothschild & Sons Limited ..................... 80,000
Swiss Bank Corporation ............................ 80,000
UBS Limited ....................................... 80,000
Wood Gundy Inc. ................................... 80,000
Total ............................................. 7,000,000
</TABLE>
The Underwriting Agreement provides that the obligations of the several
International Underwriters to pay for and accept delivery of the Common
Shares are subject to the approval of certain legal matters by their counsel
and to certain other conditions. The nature of the International
Underwriters' obligation is such that they are committed to take and pay for
all of the shares offered hereby if any are taken.
The International Underwriters propose to offer part of the Common Shares
directly to the public at the initial public offering price set forth on the
cover page hereof and part to certain dealers at a price which represents a
concession not in excess of $.45 a share under the initial public offering
price. Any International Underwriter may allow, and such dealers may reallow,
a concession not in excess of $.10 a share to certain brokers and dealers.
The Company and the Selling Shareholder have entered into an underwriting
agreement (the "U.S. Underwriting Agreement") with the underwriters of the
U.S. offering (the "U.S. Underwriters") providing for the concurrent offer
and sale of 28,859,199 Common Shares in a U.S. offering in the United States
(the "U.S. Offering"). The initial public offering price and aggregate
underwriting discounts and commissions per share for the two offerings are
identical.
9
<PAGE>
[ALTERNATE FOR INTERNATIONAL]
The closing of the offering made hereby is a condition to the closing of the
U.S. Offering, and vice versa. The representatives of the U.S. Underwriters
are Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated.
Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between Syndicates") relating to the two offerings,
each of the U.S. Underwriters has agreed that, as a part of the distribution
of the shares offered hereby and subject to certain exceptions, it will offer,
sell or deliver the Common Shares, directly or indirectly, only in the United
States of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction (the
"United States") and to U.S. persons, which term shall mean, for purposes of
this paragraph: (a) any individual who is a resident of the United States or
(b) any corporation, partnership or other entity organized in or under the
laws of the United States or any political subdivision thereof and whose
office most directly involved with the purchase is located in the United
States. Each of the International Underwriters named herein has agreed
pursuant to the Agreement Between Syndicates that, as a part of the
distribution of the shares offered as a part of the International Offering,
and subject to certain exceptions, it will (i) not, directly or indirectly,
offer, sell or deliver Common Shares (a) in the United States or to any U.S.
persons or (b) to any person who it believes intends to reoffer, resell or
deliver the shares in the United States or to any U.S. persons, and (ii) cause
any dealer to whom it may sell such shares at any concession to agree to
observe a similar restriction.
Pursuant to the Agreement Between Syndicates, sales may be made between the
U.S. Underwriters and the International Underwriters of such number of Common
Shares as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the
selling concession.
The Company has granted the International Underwriters an option
exercisable for 30 days after the date of this Prospectus to purchase up to
an aggregate of 1,050,000 additional common shares solely to cover
over-allotments, if any. If the International Underwriters exercise their
over-allotment option, the International Underwriters have severally agreed,
subject to certain conditions, to purchase approximately the same percentage
thereof that the number of shares to be purchased by each of them, as shown
in the foregoing table, bears to the 7,000,000 Common Shares offered. The
Company has granted the U.S. Underwriters a similar option to purchase up to
an aggregate of 4,328,880 additional common shares.
Each International Underwriter has also agreed that (a) it has not offered
or sold, and will not offer or sell, in the United Kingdom, by means of any
document, any Common Shares other than to persons whose ordinary business it
is to buy or sell shares or debentures, whether as principal or agent, or in
circumstances which do not constitute an offer to the public within the
meaning of the Companies Act 1985 of Great Britain, (b) it has complied, and
will comply with, all applicable provisions of the Financial Services Act of
1986 of Great Britain with respect to anything done by it in relation to the
Common Shares in, from or otherwise involving the United Kingdom, and (c) it
has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of the
Common Shares to a person who is of a kind described in Article 9(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1988 (as amended) of Great Britain or is a person to whom the document may
otherwise lawfully be issued or passed on.
Buyers of Common Shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practice of the country of
purchase in addition to the initial public offering price.
The Company and the Selling Shareholder have agreed that, until 90 days
following the date hereof, they will not, without the consent of Goldman,
Sachs & Co. and Morgan Stanley & Co. Incorporated, offer, sell or contract to
sell, or announce the offering of any common shares of the Company or
securities convertible into or exchangeable for such common shares, with
certain exceptions.
Morgan Stanley & Co. Incorporated has been retained by AT&T and McCaw to
serve as McCaw's appraiser in connection with the Private Market Value
Guarantee with LIN. See "Recent Developments--Option to Acquire Publicly Held
Shares of LIN Broadcasting".
The Company, the Selling Shareholder and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933.
10
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell
or the solicitation of an offer to buy any securities other than the
securities to which it relates or an offer to sell or the solicitation of an
offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained herein is correct as of any time
subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information .................... 2
Incorporation of Documents by Reference .. 2
The Company .............................. 3
Recent Developments ...................... 4
Capitalization ........................... 6
Selected Financial Data .................. 7
Selling Shareholder ...................... 7
Description of Common Shares of AT&T ..... 8
Use of Proceeds .......................... 8
Price Range of Common Shares and Dividends 8
Underwriting ............................. 9
For Florida Residents .................... 11
Legal Opinions ........................... 11
Experts .................................. 11
</TABLE>
35,859,199 SHARES
AT&T CORP.
COMMON SHARES
(PAR VALUE $1.00 PER SHARE)
[LOGO]
MORGAN STANLEY & CO.
INTERNATIONAL
GOLDMAN SACHS INTERNATIONAL
CS FIRST BOSTON LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH INTERNATIONAL
LIMITED
SALOMON BROTHERS
INTERNATIONAL LIMITED
