As filed with the Securities and Exchange Commission on January 26, 1999
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AT&T CORP.
(Exact name of Registrant as specified in its charter)
New York 13-4924710
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32 Avenue of the Americas
New York, New York
10013-2412
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Marilyn J. Wasser, Esq.
Vice President -- Law and Secretary
AT&T Corp.
32 Avenue of the Americas
New York, New York
10013-2412
(212) 387-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Charles S. Whitman, III, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration
statement as determined in light of market conditions and other factors.
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 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Maximum Maximum
Aggregate Aggregate Amount of
Title of Each Class of Amount to Be Price Per Offering Registration
Securities Being Registered Registered(1) Unit Price(1) Fee
- --------------------------- --------------- --------- --------------- ------------
<S> <C> <C> <C> <C>
Debt Securities and
Warrants to purchase Debt
Securities............... $10,000,000,000 100% $10,000,000,000 $2,780,000
</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
Excludes an aggregate of $3,080,000,000 unsold AT&T securities
($3,000,000,000 of such securities included in Registration Statement No.
33-59495 for which a registration fee was paid on May 22, 1995 and
$80,000,000 of such securities included in Registration Statement No.
33-49589 for which a registration fee was paid on June 23, 1993), which are
covered by the Prospectus included in this Registration Statement pursuant
to Rule 429. As a result, up to an aggregate of $13,080,000,000 of the
securities referred to above may be sold pursuant to this Registration
Statement.
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 or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
PROSPECTUS
$13,080,000,000
AT&T Corp.
NOTES AND WARRANTS
AT&T Corp. may sell at various times up to U.S. $13,080,000,000
worth of notes, debentures or other debt securities and warrants to purchase
notes. We may sell the notes or warrants through agents, dealers or
underwriters we designate from time to time. We will determine the specific
terms of the notes or warrants at the time we sell them and include the
following information in a prospectus supplement:
<TABLE>
<S> <C>
o Type of security offered o Currencies or currency units in
which notes are denominated or
payable
o Total amount of securities offered o Form of notes (registered, bearer
or uncertificated)
o Maturity date of notes or warrants o Whether notes will be represented
initially by a single temporary
or permanent global note
o Interest rates or method of o Duration, purchase price, exercise
calculating interest rates price and detachability of warrants
o Interest payment dates o Agent, dealer or underwriter, if
any
o Purchase price o Commission an agent will receive or
discount a dealer or underwriter
will receive and an estimate of
the net proceeds we will receive
o Terms for repayment or redemption, o Any other terms applicable to the
if any notes or warrants
</TABLE>
__________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
January 26, 1999
<PAGE>
WHERE YOU CAN FIND MORE 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 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 and
Tele-Communications, Inc. with the SEC (File Nos. 1-1105 and 0-20421,
respectively) and are incorporated herein by reference.
<TABLE>
<CAPTION>
AT&T SEC Filings (File No. 1-1105) Period
- ----------------------------------- ---------------------------------------
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarters ended March 31, 1998, June 30,
1998 and September 30, 1998 (as
amended on January 8, 1999)
Current Reports on Form 8-K Filed on January 16, 1998, March 2,
1998, July 6, 1998, October 16, 1998
(as amended on January 8, 1999),
October 21, 1998, December 8, 1998
and January 8, 1999
Proxy Statement Dated January 8, 1999
</TABLE>
<TABLE>
<CAPTION>
TCI SEC Filings (File No. 0-20421) Period
- ----------------------------------- ----------------------------------------
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1997 (as
amended on January 7, 1999 and January 12,
1999)
Current Report on Form 8-K Filed on January 7, 1999 (as amended on
January 11, 1999)
</TABLE>
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 notes, debentures or other debt
securities (the "Notes") and warrants to purchase notes (the "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
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prospectus supplement (the "Prospectus Supplement") 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 1997 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).
THE COMPANY
AT&T Corp., a New York corporation, is among the world's
communications leaders, providing voice, data and video telecommunications
services to large and small businesses, consumers and government entities.
AT&T and its subsidiaries furnish regional, domestic, international, local and
Internet communication transmission services, including cellular telephone and
other wireless services. AT&T also provides billing, directory, and calling
card services to support its communications business.
On June 24, 1998, AT&T announced that it has agreed to acquire
Tele-Communications, Inc. through a merger (including certain related asset
transfers and charter amendments, collectively, the "TCI Transaction"). In
connection with the TCI Transaction, AT&T will issue (1) 0.7757 AT&T shares
for each share of TCI Group Series A tracking stock, (2) 0.8533 AT&T shares
for each share of TCI Group Series B tracking stock, (3) one share of newly
created AT&T Liberty Media Group Class A or Class B tracking stock for each
share of the corresponding series of Liberty Media Group Class A or Class B
tracking stock and (4) a cash payment in lieu of any fractional AT&T share.
In the merger, AT&T will also exchange AT&T shares or AT&T Liberty Media Group
common stock for shares of TCI convertible preferred stock.
TCI, through its subsidiaries and affiliates, engages
principally in the construction, acquisition, ownership and operation of cable
television systems and the provision of satellite-delivered video
entertainment, information and home shopping program services to various video
distribution media, principally cable television systems. TCI common stock is
currently divided into three "groups," with each group intended to reflect the
separate performance of a specified group of assets and businesses of TCI: TCI
Group tracking stock is intended to reflect the separate performance of the
"TCI Group," which consists primarily of TCI's domestic cable and
telecommunications businesses; Liberty Media Group tracking stock is intended
to reflect the separate performance of the "Liberty Media Group," which
consists primarily of TCI's programming assets; and TCI Ventures Group
tracking stock is intended to reflect the separate performance of the "TCI
Ventures Group," which is comprised of TCI's principal international assets
and businesses and substantially all of TCI's non-cable and non-programming
assets.
Following the TCI Transaction, AT&T common stock will be
divided into two "groups," with each group intended to reflect the separate
performance of a specified group of assets and businesses of AT&T: (1) AT&T
common stock, par value $1.00 per share ("AT&T Shares"), which is intended to
reflect the performance of the "AT&T Common Stock Group," which will consist
of the combined AT&T and the TCI Group, and (2) Liberty Media Group tracking
stock, which is intended to reflect the performance of the "Liberty Media
Group," which will consist of all of the businesses conducted by the current
Liberty Media Group and the current TCI Ventures Group after giving effect to
certain asset transfers from the TCI Ventures Group to the TCI Group that were
negotiated in connection with the TCI Transaction.
The TCI Transaction is subject to approval by AT&T shareholders
and TCI shareholders, as well as to certain other conditions. Assuming
satisfaction of such conditions, the TCI Transaction is expected to be
completed in the first quarter of 1999.
For more information regarding the TCI Transaction, reference
is made to the Proxy Statement/Prospectus filed by AT&T with the Securities
and Exchange Commission (the "SEC") (Registration No. 333-70279), a copy of
which is available upon request. See "Where You Can Find More Information".
3
<PAGE>
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). Internet users
can obtain information about AT&T and its services at http://www.att.com.
USE OF PROCEEDS
AT&T intends to use the proceeds from the sale of the Notes and
Warrants for funding investments in subsidiary companies; for capital
expenditures; for acquisitions of licenses, assets or businesses; towards
refunding of debt; and general corporate purposes. The amount and timing of
the sales of the Notes and Warrants will depend on 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.
Nine Months Ended
September 30, Year Ended December 31,
- ----------------- -----------------------------------------------------
(Unaudited) (Unaudited)
- ----------------- -----------------------------------------------------
1998 1997 1996 1995 1994 1993
- ----------------- ---------- --------- --------- ---------- ----------
8.3 9.1 11.1 7.9 10.1 7.1
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.
10 1 -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 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; (9) any provision enabling payments of the
principal of or any premium or interest on the Notes in a coin or currency
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<PAGE>
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; (16) if such Notes are issued in a currency which
may convert to Euro, redenomination provisions; and (17) 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.
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 and provided further that payments of principal and interest payable in
Euro will be made only to Euro-denominated accounts located in countries
outside the U.S. 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.
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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.
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 Bank, socit anonyme ("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,
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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 (as
defined below) to, create, assume, incur or guarantee any Secured Indebtedness
(as defined below) 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 (as defined below). (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 (as defined below) 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 I 80
days to the retirement of long-term debt of AT&T or a 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%.
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"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)
Events of Default, Notice and Waiver
The Indenture provides that, if an Event of Default (as defined
below) 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:
(i) default for 90 days in payment of any interest installment when
due;
(ii) 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;
(iii) 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
(iv) 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)
8
<PAGE>
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, 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)
9
<PAGE>
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 currency for which Warrants may be purchased
(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
(x) any other terms of the Warrants, including any terms which
may be required or advisable under United States laws or regulations
10
<PAGE>
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 City 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 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.
11
<PAGE>
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.
LEGAL OPINIONS
Robert S. Feit, General Attorney and Assistant Secretary of
AT&T, is passing upon the legality of the Notes and Warrants for the Company.
As of December 15, 1998, Mr. Feit owned 3,043 common shares of AT&T (including
restricted shares) and had options to purchase an additional 17,500 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 balance sheets of AT&T as of December 31, 1997
and 1996 and the consolidated statements of income, changes in shareowners'
equity and cash flows for each of the three years in the period ended December
31, 1997, incorporated by reference in this Form S-3, have been incorporated
herein in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
The consolidated balance sheets of Tele-Communications, Inc.,
and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1997, and
the related financial statement schedules, which appear in the December 31,
1997 Annual Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2),
of Tele-Communications, Inc. have been incorporated by reference herein in
reliance upon the reports, dated March 20, 1998, except for note 19 which is
as of January 6, 1999, of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The reports refer to a restatement of the
consolidated financial statements and related financial statement schedules as
of December 31, 1997 and for the year then ended.
The combined balance sheets of TCI Group as of December 31,
1997 and 1996, and the related combined statements of operations, equity
(deficit), and cash flows for each of the years in the three-year period ended
December 31, 1997, which report appears in the December 31, 1997 Annual Report
on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of
Tele-Communications, Inc. have been incorporated by reference herein in
reliance upon the report, dated March 20, 1998, of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The report of
12
<PAGE>
KPMG LLP covering the combined financial statements above refers to the
effects of not consolidating the TCI Group's interest in the Liberty Media
Group and the TCI Ventures Group for all periods that the TCI Group has an
interest in the Liberty Media Group and the TCI Ventures Group, respectively.
The combined balance sheets of Liberty/Ventures Group as of
December 31, 1997 and 1996, and the related combined statements of operations,
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, which report appears in the Current Report on Form 8-K, as
amended by Form 8-K/A (Amendment No. 1), dated January 7, 1999, of
Tele-Communications, Inc., have been incorporated by reference herein in
reliance upon the report, dated March 20, 1998, except for notes 2 and 14,
which are as of September 14, 1998, and January 6, 1999, respectively, of KPMG
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm of experts in accounting and
auditing. The report refers to a restatement of the combined financial
statements as of December 31, 1997 and for the year then ended.
The combined balance sheets of Liberty Media Group as of
December 31, 1997 and 1996, and the related combined statements of operations,
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, which report appears in the December 31, 1997 Annual Report
on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of
Tele-Communications, Inc., have been incorporated by reference herein in
reliance upon the report, dated March 20, 1998, of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The combined balance sheets of TCI Ventures Group as of
December 31, 1997 and 1996, and the related combined statements of operations,
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, which report appears in the December 31, 1997 Annual Report
on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of
Tele-Communications, Inc., have been incorporated by reference herein in
reliance upon the report, dated March 20, 1998, except for note 18 which is as
of January 6, 1999, of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The report refers to a restatement of
the combined financial statements as of December 31, 1997 and for the year
then ended.
The consolidated balance sheet of Telewest Communications plc
and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations and cash flows for each of the years in
the three-year period ended December 31, 1997, which report appears in the
December 31, 1997 Annual Report on Form 10-K, as amended by Form 10-K/A
(Amendment No. 2), of Tele-Communications, Inc., have been incorporated by
reference herein in reliance upon the report, dated March 19, 1998, of KPMG
Audit Plc, chartered accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
The consolidated balance sheets of Cablevision Systems
Corporation and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' deficiency and cash flows
for each of the years in the three-year period ended December 31, 1996, and
the related financial statement schedule, which reports appear in the Current
Report on Form 8-K, as amended by Form 8-K/A, (Amendment No. 2) of Tele-
Communications, Inc., dated March 6, 1998, have been incorporated by reference
herein in reliance upon the report, dated April 1, 1997, of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The consolidated balance sheet of Sprint Spectrum Holding
Company, L.P. and subsidiaries as of December 31, 1997 and 1996 and the
related consolidated statements of operations, changes in partners' capital
and cash flows for each of the three years in the period ended December 31,
1997, which appear in the Annual Report on Form 10-K, as amended by Form
10-K/A (Amendment No. 2), of Tele-Communications, Inc. for the year ended
December 31, 1997, incorporated in this Prospectus by reference, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report (which expresses an unqualified opinion and includes an explanatory
paragraph referring to the emergence from the development stage), which is
incorporated herein by reference, and has been so incorporated in reliance
upon the report of said firm given their authority as experts in accounting
and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the estimated expenses of the issuance and
distribution of the securities (other than underwriting discounts and
commissions) being registered, all of which will be paid by the Registrant:
<TABLE>
<S> <C> <C>
SEC Registration Fee................. $2,780,000
Rating Agency Fees................... 500,000
Printing and Engraving............... 80,000
Attorneys' Fees and Expenses......... 20,000
Trustees' Fees....................... 7,500
Accounting Fees and Expenses......... 7,500
Miscellaneous........................ 7,500
------------
Total................................ 3,410,000
============
</TABLE>
All of the above amounts, other than the SEC Registration Fee,
are estimated.
Item 15. 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, 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 Registrant and Registrant's directors and its officers who
signed the registration statement against certain liabilities which might
arise under the Securities Act from information furnished to the Registrant by
or on behalf of any such indemnifying party.
<PAGE>
Item 16. Exhibits
The exhibits identified in parentheses below, on file with the
SEC, are incorporated herein by reference as exhibits hereto.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
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 8K 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 Robert S. Feit, General Attorney and Assistant Secretary
of the Registrant, as to the legality of the securities being
registered.
12A Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to
Form 8-K/A as amended on January 8, 1999, File No. 1-1105).
12B Computation of Ratio of Earnings to Fixed Charges (Exhibit 12 to
Form 10-Q/A as amended on January 8, 1999, for the period ended
September 30, 1998, File No. 1-1105).
23A Consent of Robert S. Feit, General Attorney and Assistant Secretary
of the Registrant, is contained in opinion of counsel filed as
Exhibit 5.
23B Consent of PricewaterhouseCoopers LLP.
23C Consent of KPMG LLP.
23D Consent of KPMG LLP.
II-2
<PAGE>
23E Consent of KPMG LLP.
23F Consent of KPMG LLP.
23G Consent of KPMG Audit Plc.
23H Consent of KPMG LLP.
23I Consent of KPMG LLP.
23J Consent of Deloitte & Touche LLP.
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)
(Exhibit 25 to Registration Statement No. 333-70279 on Form S-3).
</TABLE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the 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 the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the 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.
(b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be
II-3
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 15 of this
Registration Statement, 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 Securities 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, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person 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 Securities Act and will be governed
by the final adjudication of such issue.
(d) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act of 1939 in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture
Act of 1939.
II-4
<PAGE>
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 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on this
25th day of January 1999.
AT&T CORP.
By: /s/ Edward M. Dwyer
-----------------------------------
Name: Edward M. Dwyer
Title: Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- -------------------------------------------- ------------------------------------- ------------------
<S> <C> <C>
Principal Executive Officer:
/s/ *
- ------------------------------------------- Chairman of the Board and Chief January 20, 1999
C. Michael Armstrong Executive Officer
Principal Financial Officer:
/s/ *
- ------------------------------------------- Senior Executive Vice President and January 20, 1999
Daniel E. Somers Chief Financial Officer
Principal Accounting Officer:
/s/ *
- ------------------------------------------- Vice President and Controller January 20, 1999
Nicholas S. Cyprus
Directors:
/s/ *
- ------------------------------------------- Director January 20, 1999
Kenneth T. Derr
/s/ *
- ------------------------------------------- Director January 20, 1999
M. Kathryn Eickhoff
/s/ *
- ------------------------------------------- Director January 20, 1999
Walter Y. Elisha
/s/ *
- ------------------------------------------- Director January 20, 1999
George M.C. Fisher
/s/ *
- ------------------------------------------- Director January 20, 1999
Donald V. Fites
/s/ *
- ------------------------------------------- Director January 20, 1999
Ralph S. Larsen
II-5
<PAGE>
Signature Capacity Date
- -------------------------------------------- ------------------------------------- ------------------
/s/ *
- ------------------------------------------- Director January 20, 1999
Donald F. McHenry
/s/ *
- ------------------------------------------- Director January 20, 1999
Michael I. Sovern
/s/ *
- ------------------------------------------- Director January 20, 1999
Sanford I. Weill
/s/ *
- ------------------------------------------- Director January 20, 1999
Thomas H. Wyman
/s/ *
- ------------------------------------------- President and Director January 20, 1999
John D. Zeglis
</TABLE>
* By: /s/ Edward M. Dwyer
-----------------------
Attorney-in-Fact
II-6
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C> <C>
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 1, 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 8K 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 Robert S. Feit, General Attorney and
Assistant Secretary of the Registrant, as to the
legality of the securities being registered.
II-7
<PAGE>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
12A Computation of Ratio of Earnings to Fixed Charges
(Exhibit 12 to Form 8-K/A as amended on January 8,
1999, File No. 1-1105).
12B Computation of Ratio of Earnings to Fixed Charges
(Exhibit 12 to Form 10-Q/A as amended on January 8,
1999, for the period ended September 30, 1998, File
No. 1-1105).
23A Consent of Robert S. Feit, General Attorney and
Assistant Secretary of the Registrant, is contained
in opinion of counsel filed as Exhibit 5.
23B Consent of PricewaterhouseCoopers LLP.
23C Consent of KPMG LLP.
23D Consent of KPMG LLP.
23E Consent of KPMG LLP.
23F Consent of KPMG LLP.
23G Consent of KPMG Audit Plc.
23H Consent of KPMG LLP.
23I Consent of KPMG LLP.
23J Consent of Deloitte & Touche LLP.
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)
(Exhibit 25 to Registration Statement No. 333-70279
on Form S-3).
</TABLE>
II-8
EXHIBIT 5
January 25, 1999
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 $10.0 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
corporation 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, the 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.
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,
Robert S. Feit
General Attorney and Assistant Secretary
Exhibit 23B
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
registration statement of AT&T Corp. (the "Company") on Form S-3 of our
reports, dated January 26, 1998 (September 23, 1998 as to Note 15), on our
audits of the consolidated financial statements and consolidated financial
statement schedule of the Company, as of December 31, 1997 and 1996, and for
the years ended December 31, 1997, 1996, and 1995, which reports are included
in the Company's Current Report on Form 8-K/A, as amended as of January 8,
1999. We also consent to the reference to our firm under the caption
"Experts."
PricewaterhouseCoopers LLP
New York, New York
January 25, 1999
Exhibit 23C
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the
registration statement on Form S-3 of AT&T Corp. of our reports, dated March
20, 1998, except for note 19 which is as of January 6, 1999, relating to the
consolidated balance sheets of Tele-Communications, Inc. and subsidiaries as
of December 31, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, and all related financial statement
schedules, which reports appear in the December 31, 1997 Annual Report on Form
10-K, as amended by Form 10-K/A (Amendment No. 2), of Tele-Communications,
Inc., and to the reference to our firm under the heading "Experts" in the
registration statement. Our reports refer to a restatement of the
consolidated financial statements and the related financial statement
schedules as of December 31, 1997 and for the year then ended.
KPMG LLP
Denver, Colorado
January 25, 1999
Exhibit 23D
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the
registration statement on Form S-3 of AT&T Corp. of our report, dated March
20, 1998, relating to the combined balance sheets of TCI Group as of December
31, 1997 and 1996, and the related combined statements of operations, equity
(deficit), and cash flows for each of the years in the three-year period ended
December 31, 1997, which report appears in the December 31, 1997 Annual Report
on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of
Tele-Communications, Inc., and to the reference to our firm under the heading
"Experts" in the registration statement. Our report covering the combined
financial statements refers to the effects of not consolidating TCI Group's
interest in Liberty Media Group and TCI Ventures Group for all periods that
TCI Group has an interest in Liberty Media Group and TCI Ventures Group,
respectively.
KPMG LLP
Denver, Colorado
January 25, 1999
Exhibit 23E
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the
registration statement on Form S-3 of AT&T Corp. of our report, dated March
20, 1998 relating to the combined balance sheets of Liberty Media Group as of
December 31, 1997 and 1996, and the related combined statements of operations,
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, which report appears in the December 31, 1997 Annual
Report on Form 10-K, as amended by Form 10-K/A (Amendment No. 2), of Tele-
Communications, Inc., and to the reference to our firm under the heading
"Experts" in the registration statement.
KPMG LLP
Denver, Colorado
January 25, 1999
Exhibit 23F
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the
registration statement on Form S-3 of AT&T Corp. of our report, dated March
20, 1998, except for note 18 which is as of January 6, 1999, relating to the
combined balance sheets of TCI Ventures Group as of December 31, 1997 and
1996, and the related combined statements of operations, equity, and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 Annual Report on Form 10-K, as
amended by Form 10-K/A (Amendment No. 2), of Tele-Communications, Inc., and
to the reference to our firm under the heading "Experts" in the
registration statement. Our report refers to a restatement of the combined
financial statements as of December 31, 1997 and for the year then ended.
KPMG LLP
Denver, Colorado
January 25, 1999
Exhibit 23G
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders of
Telewest Communications plc:
We consent to the incorporation by reference in the
registration statement on Form S-3 of AT&T Corp. of our report, dated March
19, 1998, relating to the consolidated balance sheet of Telewest
Communications plc and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of operations and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears
in the December 31, 1997 Annual Report on Form 10-K, as amended by Form 10-K/A
(Amendment No. 2), of Tele-Communications, Inc., and to the reference to our
firm under the heading "Experts" in the registration statement.
KPMG Audit Plc
Chartered Accountants
Registered Auditors
London, England
January 25, 1999
Exhibit 23H
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Cablevision Systems Corporation:
We consent to the incorporation by reference in the
registration statement on Form S-3 of AT&T Corp. of our report, dated April 1,
1997, relating to the consolidated balance sheets of Cablevision Systems
Corporation and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' deficiency and cash flows
for each of the years in the three-year period ended December 31, 1996, and
the related financial statement schedule, which report appears in the Current
Report on Form 8-K, as amended by Form 8-K/A (Amendment No. 2), of
Tele-Communications, Inc., dated March 6, 1998, and to the reference to our
firm under the heading "Experts" in the registration statement.
KPMG LLP
Melville, New York
January 25, 1999
Exhibit 23I
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Tele-Communications, Inc.:
We consent to the incorporation by reference in the
registration statement on Form S-3 of AT&T Corp. of our report, dated March
20, 1998, except for notes 2 and 14 which are as of September 14, 1998 and
January 6, 1999, respectively, relating to the combined balance sheets of
Liberty/Ventures Group as of December 31, 1997 and 1996, and the related
combined statements of operations, equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears
in the Current Report on Form 8-K, as amended by Form 8-K/A (Amendment No. 1),
of Tele-Communications, Inc., dated January 7, 1999, and to the reference to
our firm under the heading "Experts" in the registration statement. Our
report refers to a restatement of the combined financial statements as of
December 31, 1997 and for the year then ended.
KPMG LLP
Denver, Colorado
January 25, 1999
Exhibit 23J
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
registration statement of AT&T Corp. on Form S-3 of our report, dated February
3, 1998, on the consolidated financial statements of Sprint Spectrum Holding
Company, L.P. and subsidiaries (which expressed an unqualified opinion and
includes an explanatory paragraph referring to the emergence from the
developmental stage of Sprint Spectrum Holding Company, L.P. and subsidiaries)
appearing in the Annual Report on Form 10-K, as amended by Form 10-K/A
(Amendment No. 2), of Tele-Communications, Inc. for the year ended December
31, 1997 and to the reference to us under the heading "Experts" in this
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Kansas City, Missouri
January 25, 1999
Exhibit 24
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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
Daniel E. Somers and Nicholas S. Cyprus, 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 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 20th day of January, 1999.
Edward M. Dwyer
Vice President and Treasurer
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is both a director and officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
both a director and 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 20th day of January, 1999.
C. Michael Armstrong
Chairman of the Board and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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
Nicholas S. Cyprus and Edward M. Dwyer, 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 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 20th day of January, 1999.
Daniel E. Somers
Senior Executive Vice President and Chief
Financial Officer
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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
Daniel E. Somers and Edward M. Dwyer, 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 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 20th day of January, 1999.
Nicholas S. Cyprus
Vice President and Controller
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
Kenneth T. Derr
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is a director of the Company, as
indicated below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for her and in her name, place and stead, and in her capacity as
a director 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 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 20th day of January, 1999.
M. Kathryn Eickhoff
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
Walter Y. Elisha
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
George M.C. Fisher
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
Donald V. Fites
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
Ralph S. Larsen
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
Donald F. McHenry
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
Michael I. Sovern
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
Sanford I. Weill
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 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 signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director 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 20th day of January, 1999.
Thomas H. Wyman
Director
<PAGE>
POWER OF ATTORNEY
New York, New York
January 20, 1999
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 1933, as
amended, a registration statement or registration statements with respect to
up to $10.0 billion of Notes and Warrants to be offered by the Company; and
WHEREAS, the undersigned is both a director and officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Daniel E. Somers, Nicholas S. Cyprus, and Edward M. Dwyer, and each of them,
as attorneys for him and in his name, place and stead, and in his capacity as
a director and 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 20th day of January, 1999.
John D. Zeglis
President and Director
