SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AT&T CORP.
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(Exact Name of Registrant as Specified in Its Charter)
New York 13-4924710
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
32 Avenue of the Americas
New York, New York 10013-2412
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and is
is effective pursuant to effective pursuant to General
General Instruction A.(c), Instruction A.(d), please check
please check the following the following box. [ ]
box. [X]
Securities Act registration statement file number to which this form
relates: 333-70279
(If applicable)
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
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Class A Liberty Media Group Common New York Stock Exchange
Stock, par value $1.00 per share
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Class B Liberty Media Group Common New York Stock Exchange
Stock, par value $1.00 per share
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Class A Liberty Media Group Common Stock, par value
$1.00 per share, and the Class B Liberty Media Group Common Stock, par value
$1.00 per share, of AT&T Corp. (the "Registrant") registered herein is contained
under the captions "The AT&T Tracking Stock Amendment," "Relationship Between
the AT&T Common Stock Group and the New Liberty Media Group," "Description of
AT&T Capital Stock-AT&T Tracking Stock Amendment" and "Comparison of Certain
Rights of Shareholders of AT&T and TCI-Summary Comparison of Terms of
Liberty/Ventures Group Tracking Stock and New Liberty Media Group Tracking
Stock" in the Registrant's Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") that forms a part of the Registrant's Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") on January 8, 1999 (File No. 333-70279). Such description is
hereby incorporated by reference herein.
ITEM 2. EXHIBITS.
Exhibit No. Description
1. Restated Certificate of Incorporation of the Registrant filed
January 10, 1989, Certificate of Correction of the Registrant
filed June 8, 1989, Certificate of Change of the Registrant
filed March 18, 1992, Certificate of Amendment of the Registrant
filed June 1, 1992, and Certificate of Amendment of the
Registrant filed April 20, 1994 (filed as Exhibit 4-B to the
Registrant's Registration Statement on Form S-8 filed with the
Commission on June 24, 1994 (File No. 033-54281) and
incorporated herein by reference).
2. Form of Certificate of Amendment of the Certificate of
Incorporation of the Registrant (included as Appendix B to the
Proxy Statement/Prospectus and incorporated herein by reference)
3. By-Laws of the Registrant, as amended January 15, 1997 (filed as
Exhibit (3)B to the Registrant's Annual Report on Form 10-K
filed with the Commission on March 31, 1997 (File No. 001-01105)
and incorporated herein by reference).
4. Form of By-Law Amendment for the Capital Stock Committee and
Policy Statement of the Registrant (included as Appendix C to
the Proxy Statement/Prospectus and incorporated herein by
reference).
<PAGE>
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, thereunto duly authorized.
AT&T CORP.
By: /s/ Robert S. Feit
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Robert S. Feit
General Attorney and Assistant Secretary
Date: March 3, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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1. Restated Certificate of Incorporation of the Registrant filed
January 10, 1989, Certificate of Correction of the Registrant
filed June 8, 1989, Certificate of Change of the Registrant
filed March 18, 1992, Certificate of Amendment of the Registrant
filed June 1, 1992, and Certificate of Amendment of the
Registrant filed April 20, 1994 (filed as Exhibit 4-B to the
Registrant's Registration Statement on Form S-8 filed with the
Commission on June 24, 1994 (File No. 033-54281) and
incorporated herein by reference).
2. Form of Certificate of Amendment of the Certificate of
Incorporation of the Registrant (included as Appendix B to the
Proxy Statement/Prospectus and incorporated herein by reference).
3. By-Laws of the Registrant, as amended January 15, 1997 (filed as
Exhibit (3)B to the Registrant's Annual Report on Form 10-K
filed with the Commission on March 31, 1997 (File No. 001-01105)
and incorporated herein by reference).
4. Form of By-Law Amendment for the Capital Stock Committee and
Policy Statement of the Registrant (included as Appendix C to
the Proxy Statement/Prospectus and incorporated herein by
reference).
