PROSPECTUS
[GRAPHIC OMITTED]
7,500,000 Shares
AT&T CORP.
Common Stock
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We may offer and issue, from time to time, up to 7,500,000 shares of AT&T common
stock, par value $1.00 per share, in connection with acquisitions of other
businesses or assets.
We anticipate that any acquisitions will consist principally of acquisitions of
businesses which have received or may receive a license to provide cellular
service or cable television service. The consideration for such acquisitions may
consist of shares of common stock, cash, notes or other evidences of debt,
assumption of liabilities or any combination thereof.
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This prospectus may be used by persons who receive shares of common stock in
connection with acquisitions and who wish to resell the shares. We have not
authorized any person to use this prospectus in connection with resales of
shares without our prior written consent.
AT&T common stock is listed and primarily traded on The New York Stock Exchange
under the symbol "T." On September 13, 1999, the last sale price of AT&T common
stock was $45 1/8 per share.
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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.
The date of this prospectus is September 15, 1999
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TABLE OF CONTENTS
Page
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Forward-Looking Statements................................................... 2
Summary...................................................................... 3
Where You Can Find More Information.......................................... 4
Use of Proceeds.............................................................. 5
Description of Capital Stock................................................. 5
Offered Securities.......................................................... 11
Legal Matters............................................................... 12
Experts......................................................................12
FORWARD-LOOKING STATEMENTS
Statements contained in this prospectus that are not historical facts
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Any of our Form 10-K/A, Annual Report to Shareowners, Form 10-Q or Form 8-K may
include forward-looking statements, including statements concerning:
o future operating performance
o year 2000 compliance
o our share of new and existing markets
o our short- and long-term revenue and earnings growth rates
o general industry growth rates and our performance relative thereto
These forward-looking statements rely on a number of assumptions
concerning future events, including the adoption and implementation of balanced
and effective rules and regulations by the FCC and the state public regulatory
agencies, and our ability to achieve a significant market penetration in new
markets. These forward-looking statements are subject to a number of
uncertainties and other factors, many of which are outside our control, that
could cause actual results to differ materially from such statements.
For a more complete discussion of the factors that could cause actual
results to differ materially from such forward-looking statements, see the
discussion thereof contained under the heading "Forward-Looking Statements" in
our Form 10-K/A for the year ended December 31, 1998. Readers should also
consider the factors discussed under the headings "Results of Operations" and
"Financial Condition" included in our Form 10-Q for the quarter ended June 30,
1999. We disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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SUMMARY
This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision.
AT&T is among the world's communications leaders, providing voice, data
and video communications services to large and small businesses, consumers and
government entities. AT&T and its subsidiaries furnish domestic long distance,
international long distance, regional, local and wireless telecommunications
services, and cable television and Internet communications transmission
services. AT&T also provides billing, directory, and calling card services to
support its communications business.
On May 6, 1999, AT&T and MediaOne Group, Inc. entered into a definitive
merger agreement under which MediaOne Group's shareowners in the aggregate will
be entitled to receive .95 of a share of AT&T common stock and $30.85 in cash
for each share of MediaOne Group stock they own. MediaOne Group is one of the
world's largest broadband communications companies, offering broadband and the
Internet services to customers in the United States, Europe and Asia. The
company also has interests in wireless communications businesses outside the
U.S.
In connection with our merger with Tele-Communications, Inc. ("TCI") in
the first quarter of 1999, and the formation of Liberty Media Group from TCI's
former programming business and technology investments business, we issued a
separate tracking stock designed to reflect the separate economic performance of
Liberty Media Group. As a separate tracking stock, all of the earnings or losses
related to Liberty Media Group are excluded from the earnings available to the
holders of AT&T common stock. References in this prospectus to AT&T common stock
exclude the Liberty Media Group tracking stock.
We were incorporated in 1885 under the laws of the State of New York and
have our principal executive offices at 32 Avenue of the Americas, New York, New
York 10013-2412. Our telephone number is (212) 387- 5400. Internet users can
access information about us and our services at www.att.com. Our web site is not
part of this prospectus.
In this prospectus supplement "we," "our," "us," and "AT&T" refer to AT&T Corp.
and its consolidated subsidiaries.
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About this Prospectus
This prospectus is part of a registration statement that we filed with the
SEC utilizing a shelf registration process. Under this shelf process, we may
issue, from time to time, up to 7,500,000 shares of AT&T common stock in
connection with acquisitions of other businesses or assets. Each time we issue
common stock under the registration statement we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any materials we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. Our SEC filings are also available to the public from
commercial document retrieval services and at the Internet world wide web site
maintained by the SEC at http://www.sec.gov.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities:
(a) Annual Report on Form 10-K for the year ended December 31, 1998, as
amended March 23, 1999 and July 12, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
(c) Current Reports on Form 8-K: January 8, 1999; January 27, 1999;
March 9, 1999; March 10, 1999; March 22, 1999 (except as to the
Management's Discussion and Analysis of Financial Condition and
Results of Operation in Exhibit 99.1); May 3, 1999; May 7, 1999 and
September 2, 1999; and
(d) Proxy Statement/Prospectus on Form S-4 dated January 8, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at the following address:
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013-2412
Attention: Secretary's Department, AT&T, Room 2420E
(212) 387-5400.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with information different from that contained in
this prospectus. We are offering to sell, and seeking offers to buy, shares of
common stock only in jurisdictions where offers and sales are permitted. You
should not assume that the information in the incorporated documents, this
prospectus or any prospectus supplement is accurate as of any other date other
than the date on the front of these documents.
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USE OF PROCEEDS
This prospectus relates to shares of AT&T common stock which may be
offered and issued by AT&T from time to time in connection with acquisitions of
other business or assets. Other than the businesses or assets acquired, there
will be no proceeds to AT&T from these offerings.
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is based upon our amended
and restated certificate of incorporation, our bylaws and applicable provisions
of law. We have summarized certain portions of our restated certificate of
incorporation dated January 10, 1989, as amended on June 8, 1989, March 18,
1992, June 1, 1992, April 20, 1994, June 8, 1998 and March 9, 1999, and our
bylaws as amended March 17, 1999. The summary is not complete. Our amended and
restated certificate of incorporation (the "AT&T Charter") and bylaws are
incorporated by reference to the registration statement for these securities
that we have filed with the SEC, and have been filed as exhibits to our 10-K for
the year ended December 31, 1998. For more information as to how you can obtain
a copy of the AT&T Charter, see "Where You Can Find More Information." We
encourage you to read the AT&T Charter in its entirety.
Authorized Capital Stock
The AT&T Charter currently provides that we are authorized to issue
8,850,000,000 shares of capital stock, consisting of 100,000,000 preferred
shares having a par value of $1.00 per share and 8,750,000,000 common shares, of
which:
o 6,000,000,000 will be shares of AT&T common stock, par value $1.00 per
share
o 2,500,000,000 will be Liberty Media Group Class A common stock, par
value $1.00 per share
o 250,000,000 will be Liberty Media Group Class B common stock, par value
$1.00 per share
As of July 31, 1999, 3,195,678,689 shares of AT&T common stock,
1,156,716,104 shares of Liberty Media Group Class A common stock, 108,430,704
shares of Liberty Media Group Class B common stock, and no shares of preferred
stock, were issued and outstanding.
AT&T Common Stock
Voting Rights
Holders of AT&T common stock are entitled to one vote for each share held,
holders of Liberty Media Group Class B tracking stock are entitled to 3/4 of a
vote for each share of such stock held, and holders of Liberty Media Group Class
A common stock are entitled to 3/40 of a vote for each share of such stock held,
on all matters presented to such shareholders.
Except as otherwise required by New York law or any special voting rights
of our preferred stock, holders of AT&T common stock, Liberty Media Group common
stock and our preferred stock, if any, entitled to vote with the common
shareholders, vote together as one class. A separate class approval of the
Liberty Media Group common stock is required in certain circumstances where
Liberty Media Group would be affected.
The voting rights of AT&T common stock, on the one hand, and Liberty Media
Group common stock, on the other hand, will be adjusted as a result of stock
splits, reverse stock splits, stock dividends or distributions so that the
aggregate voting rights are not affected.
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Dividends
General. Dividends on AT&T common stock are limited to the amount of
legally available funds less the "available dividend amount" for the Liberty
Media Group common stock. "Available dividend amount" means an equivalent to the
amount that would legally be available for dividends on the Liberty Media Group
common stock if the Liberty Media Group were a stand-alone corporation.
Dividends on the Liberty Media Group common stock is limited to the "available
dividend amount."
Discrimination Between Classes of Common Stock. Our board of directors has
the sole authority and discretion to declare and pay dividends, in equal or
unequal amounts, on AT&T common stock or Liberty Media Group common stock. Our
Board has this power, regardless of the respective available dividend amounts,
prior dividend amounts declared, liquidation rights or any other factor. This
means that our Board could declare dividends on AT&T common stock while not
declaring dividends on Liberty Media Group common stock or vice versa.
Share Distributions on AT&T Common Stock. We may declare and pay share
distributions that consist of any of our securities, any securities of our
subsidiaries or any other person, except for shares of Liberty Media Group
common stock, securities attributed to the Liberty Media Group, securities of
any person included in the Liberty Media Group or convertible, exercisable or
exchangeable for Liberty Media Group securities.
Share Distributions on Liberty Media Group Tracking Stock. We may declare
and pay share distributions to holders of Liberty Media Group tracking stock
that consist of shares of (1) Liberty Media Group Class A tracking stock on an
equal per-share basis to all holders, (2) AT&T common stock on an equal
per-share basis to all holders, (3) Liberty Media Group Class A tracking stock
to Class A holders and Liberty Media Group Class B tracking stock to Class B
holders, in each case, on an equal per-share basis, and (4) other AT&T
securities or stock of any other person on an equal per-share basis or, to the
extent practicable, on a basis that gives shares having greater relative voting
rights and related differences to the Class B holders.
Liquidation Rights
If we voluntary or involuntary liquidate, dissolve or wind up our
business, payment or provision for payment will first be made for our debts and
other liabilities, including the liquidation preferences of any of our preferred
stock. Thereafter, holders of AT&T common stock and holders of Liberty Media
Group common stock will share in any of our funds remaining for distribution to
our common shareholders in proportion to the aggregate market capitalization of
AT&T common stock, or the aggregate market capitalization of Liberty Media Group
common stock, as applicable, to the aggregate market capitalization of AT&T
common stock and the Liberty Media Group common stock. The market
capitalizations will be calculated based on the 20-trading-day period ending on
the trading day prior to the public announcement of any liquidation, dissolution
or winding up of our business. Holders of Liberty Media Group Class A tracking
stock and Liberty Media Group Class B tracking stock will share equally, on a
share-for-share basis.
The voluntary sale, conveyance, lease, exchange or transfer of all or
substantially all of our property or assets or a consolidation or merger of our
business with one or more other corporations will not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary.
Relationship between AT&T and Liberty Media Group
Neither AT&T nor the Liberty Media Group will have any duty,
responsibility or obligation to refrain from:
o engaging in the same or similar activities or lines of business as each
other
o doing business with any potential or actual supplier or customer of
each other
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o engaging in, or refraining from, any other activities whatsoever
relating to any of the potential or actual supplier or customers of
each other
Neither AT&T nor the Liberty Media Group will have any duty,
responsibility or obligation to:
o communicate or offer any business or other corporate opportunity to
each other
o provide financial support to each other
o otherwise assist each other
However, AT&T and the Liberty Media Group may enter into written
agreements with each other to define or restrict their relationships.
No Preemptive Rights
Holders of AT&T common stock or Liberty Media Group common stock do not
have any preemptive rights to subscribe for any additional shares of capital
stock or other obligations convertible into or exercisable for shares of capital
stock that we may issue in the future.
Charter and Bylaw Provisions
We are governed by the AT&T Charter, our bylaws and the New York Business
Corporation Law (the "NYBCL").
Board of Directors
Our bylaws provide that the number of directors will be not less than 10
nor more than 25, the exact number of directors within such minimum and maximum
limits to be fixed and determined by the vote of a majority of our entire Board.
We do not have a classified board of directors.
The NYBCL provides that any or all of the directors may be removed for
cause by vote of the shareholders. Neither the AT&T Charter nor our bylaws
provide that our directors may be removed without caused by action of the
shareholders or by our Board. Our bylaws provide that any vacancy on our Board
may be filled by a majority vote of the remaining directors, though less than a
quorum.
Shareholder Actions, Advance Notice Provisions and Special Meetings
The NYBCL provides that shareholder action may be taken without a meeting
upon the written consent of the holders of all outstanding shares entitled to
vote. Our bylaws require that, for business to be properly brought before an
annual meeting by a shareholder, the shareholder must have delivered a notice
containing certain information specified in our bylaws to us not less than 90
nor more than 120 days prior to the first anniversary of the preceding year's
annual meeting, in addition to the requirements that a shareholder must meet to
have a shareholder proposal included in our proxy statement under SEC Rule
14a-8.
Our bylaws provide that special meetings of the shareholders may be called
by our chairman of our Board, by our Board or upon a request signed by
shareholders representing at least one-third of the AT&T common stock.
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Amendment of the AT&T Charter
Under the NYBCL, amendments to a certificate of incorporation generally
must be approved by vote of a majority of all outstanding shares entitled to
vote thereon at a meeting of shareholders. The approval of a majority of the
votes of all outstanding shares of any class of capital stock, voting separately
as a class, is required to approve any amendment, modification or repeal that:
o would decrease the par value of the shares
o would change the shares of the class into a different number of shares
of the same class or into the same or a different number of shares of a
different class
o would alter or change the designation, relative rights, preferences or
limitations of the shares of the class, so as to affect them adversely
o would exclude or limit the voting rights of the shares, except where
the rights are limited by voting rights given to new shares then being
authorized of any existing or new class or series of shares
o would subordinate their rights by authorizing shares having preferences
superior to the rights of existing shares
Only the shares of a series affected by any proposed amendment,
modification or repeal would be entitled to vote as a separate class.
Accordingly, if a proposed amendment, modification or repeal adversely affects
the powers, preferences or special rights of any series of common stock in the
same adverse manner as any other series of common stock, such series would not
be entitled to vote separately from the other classes of common stock.
Amendment of the Bylaws
Our bylaws may be amended by our shareholders at any meeting, or by our
Board at any meeting by a majority vote of the full Board or at two successive
meetings by a majority vote of a quorum present.
New York State Takeover Legislation
We are subject to Section 912 of the NYBCL ("Section 912"). In general,
Section 912 prohibits any "business combination" with, involving or proposed by
any "interested shareholder" for a period of five years after the date on which
the interested shareholder became an interested shareholder, unless before such
date either the business combination, or the purchase of stock by the interested
shareholder that caused it to become an interested shareholder, is approved by
the board of directors of the corporation. After the five-year period, a
business combination between a New York corporation and such interested
shareholder is prohibited unless either:
(a) certain "fair price" provisions are complied with; or
(b) the business combination is approved by a majority of the outstanding
voting stock not beneficially owned by such interested shareholder or
its affiliates.
A "business combination" includes a variety of transactions, including
mergers, sales or dispositions of assets, issuances of stock, liquidations,
reclassifications and benefits from the corporation, including loans or
guarantees. An "interested stockholder" is a person who, directly or indirectly,
beneficially owns 20% or more of the outstanding voting stock of a New York
corporation.
The restrictions imposed by Section 912 will not apply to a corporation if
18 months have passed after the corporation, by affirmative vote of a majority
of votes of the outstanding voting stock, excluding the voting stock
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of interested shareholders and their affiliates and associates, adopts an
amendment to its bylaws expressly electing not to be governed by Section 912.
The restrictions imposed by Section 912 will apply to us since we have not
elected not to be governed by that section.
Indemnification of Directors and Officers
Under the NYBCL, a corporation may indemnify its directors and officers
made, or threatened to be made, a party to any action or proceeding, except for
shareholder derivative suits, if such director or officer acted
(a) in good faith, and
(b) for a purpose that he or she reasonably believed to be in or, in the
case of service to another corporation or enterprise, not opposed to
the best interests of the corporation.
In addition, in criminal proceedings such director or officer had no
reasonable cause to believe his or her conduct was unlawful. In the case of
shareholder derivative suits, the corporation may indemnify a director or
officer if he or she acted in good faith for a purpose that he or she reasonably
believed to be in or, in the case of service to another corporation or
enterprise, not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of
(a) a threatened action, or a pending action that is settled or otherwise
disposed of, or
(b) any claim, issue or matter as to which such individual has been
adjudged to be liable to the corporation,
unless and only to the extent that the court in which the action was brought,
or, if no action was brought, any court of competent jurisdiction, determines,
upon application, that, in view of all the circumstances of the case, the
individual is fairly and reasonably entitled to indemnity for such portion of
the settlement amount and expenses as the court deems proper.
Any individual who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by the disinterested directors if a quorum is available, or, if such a
quorum so directs or is unavailable, (a) the board of directors upon the written
opinion of independent legal counsel or (b) the shareholders.
The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
provided that no indemnification may be made to or on behalf of any director or
officer if a judgment or other final adjudication adverse to the director or
officer establishes that his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.
Our bylaws provide that we are authorized, by:
(a) a resolution of shareholders,
(b) a resolution of directors or
(c) an agreement providing for such indemnification,
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to the fullest extent permitted by applicable law, to indemnify and to
advance expenses to our 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 us
or at our request in any capacity with any other enterprise. We have entered
into indemnification agreements with certain of our officers and directors in
accordance with the our bylaws.
We have been informed that, in the opinion of the SEC, indemnification of
directors, officers or persons controlling AT&T for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
Limitation of Personal Liability of Directors
The AT&T Charter provides that no director will be personally liable to us
or our shareholders for damages for any breach of duty as a director; except:
(a) if a judgment or other final adjudication adverse to him or her
establishes:
(i) that his or her acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law,
(ii) that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled, or
(iii) that his or her acts violated Section 719 of the NYBCL (which
includes declaration of dividends, purchase of capital stock,
distribution of assets to shareholders after dissolution of the
corporation and loans to directors to the extent contrary to New
York law); or
(b) for any act or omission prior to the adoption of this provision by our
shareholders.
Preferred Stock
Preferred stock may be issued from time to time in one or more series. Our
Board is authorized to fix the number of shares of each series, the designation
thereof, and, subject to the other provisions of our charter, the relative
rights, preferences and limitations of each series and the variations in such
rights, preferences and limitations of each series.
Additional Stock Issuances
Our Board may issue authorized shares of preferred stock, as well as
authorized but unissued shares of AT&T common stock and Liberty Media Group
common stock, without further action by AT&T's shareholders, unless shareholder
action is required by applicable law or the rules of any stock exchange or
automated quotation system on which our securities may be listed or traded.
Our Board could create and issue common stock, warrants or preferred stock
that could make it more difficult or discourage a merger, tender offer or other
takeover attempt. Our Board, in so acting, could issue securities having terms
that could discourage an acquisition attempt through which an acquirer may be
able to change the composition of our Board, including a tender offer or other
transaction that our shareholders might believe to be in their best interests or
in which our shareholders might receive a premium for their stock over the
then-current market price of such stock.
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Transfer Agent and Registrar
Boston Equiserve Trust Company, N.A. is the transfer agent and registrar
for AT&T common stock. The transfer agent for our preferred stock will be
described in a prospectus supplement.
OFFERED SECURITIES
We propose to issue and sell the shares of AT&T common stock offered
hereby in connection with acquisitions of other businesses or assets. We
anticipate that any acquisitions will consist principally of acquisitions of
businesses which have received or may receive a license to provide cellular
service or cable television service. The shares of common stock shall be offered
on terms to be determined at the time of sale. Such shares of common stock may
be issued in exchange for shares of capital stock, partnership interests or
other assets representing an interest, direct or indirect, in other entities, in
exchange for assets used in or related to the business of such entities or
otherwise pursuant to agreements providing for such acquisitions. The
consideration for such acquisitions may consist of common stock, cash, notes or
other evidences of debt, assumption of liabilities or a combination thereof. The
terms of such acquisitions and of the issuance of any such shares of common
stock in connection therewith will generally be determined by direct
negotiations with the owners of the business or assets to be acquired or, in the
case of entities which are more widely held, through exchange offers to
stockholders or documents soliciting the approval of statutory mergers,
consolidations or sales of assets. Underwriting discounts or commissions will
generally not be paid by us. However, under certain circumstances, we may issue
shares of common stock covered by this prospectus to pay brokers' commissions
incurred in connection with acquisitions. For a description of AT&T common
stock, see "Description of Capital Stock."
This prospectus, as amended or supplemented if appropriate, has also been
prepared for use by persons who will receive shares of common stock in
acquisitions, including shares sold hereunder ("selling stockholders");
provided, however, that no selling stockholder is authorized to use this
prospectus to reoffer any such shares without first obtaining our prior written
consent. Resales may be made in the manner described in this prospectus, as
amended or supplemented, in the manner permitted by Rule 145(d) under the
Securities Act or under an exemption from the Securities Act. Profits realized
on resales by selling stockholders under certain circumstances may be regarded
as underwriting compensation under the Securities Act.
Resales by selling stockholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer. When
resales are to be made through a securities firm, such securities firm may be
engaged to act as the selling stockholder's agent in the sale of the shares by
such selling stockholder, or the securities firm may purchase shares from the
selling stockholders as principal and thereafter resell such shares from time to
time. The fees earned by or paid to such securities firm may be the normal stock
exchange commission or negotiated commissions or underwriting discounts to the
extent permissible. In addition, such securities firm may effect resales through
other securities dealers, and customary commissions or concessions to such other
dealers may be allowed. Sales of shares may be at negotiated prices, at fixed
prices, at market prices or at prices related to market prices then prevailing.
Any such sales may be made on The New York Stock Exchange or other exchange on
which such shares are traded, in the over-the-counter market, by block trade, in
special or other offerings, directly to investors or through a securities firm
acting as agent or principal, or a combination of such methods. Any
participating securities firm may be indemnified against certain liabilities,
including liabilities under the Securities Act. Any participating securities
firm may be deemed to be and underwriter within the meaning of the Securities
Act, and any commission earned by such firm may be deemed to be underwriting
discounts or commissions under the Securities Act.
In connection with resales, a prospectus supplement, if required, will be
filed under Rule 424(b) under the Securities Act, disclosing the name of the
selling stockholder, the participating securities firm, if any, the number of
shares involved and other details of such resale to the extent appropriate.
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LEGAL MATTERS
The legality of the shares of common stock in respect of which this
prospectus is being delivered will be passed upon for AT&T by Robert S. Feit,
Esq., General Attorney and Assistant Secretary of AT&T. As of September 15,
1999, Mr. Feit owned 5,035 shares of AT&T common stock and held options to
purchase an additional 33,750 shares of AT&T common stock.
EXPERTS
The consolidated financial statements of AT&T Corp. as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998, incorporated by reference in this prospectus supplement, have been so
included 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, 1998 and 1997, and the related consolidated
statements of operations and comprehensive earnings, stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1998, which appear in the Current Report on Form 8-K, dated March 19, 1999, of
AT&T, have been incorporated by reference herein in reliance upon the report,
dated March 9, 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 combined balance sheets of Liberty/Ventures Group as of December 1,
1998 and 1997, and the related combined statements of operations and
comprehensive earnings, equity, and cash flows for each of the years in the
three-year period ended December 31, 1998, which appear in the Current Report on
Form 8-K, dated March 19, 1999, of AT&T have been incorporated by reference
herein in reliance upon the report, dated March 9, 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 consolidated balance sheets of MediaOne Group as of December 31, 1998
and 1997, and the related consolidated statements of operations, shareowners'
equity and cash flows for each of the three years in the period ended December
31, 1998, included in AT&T Corp.'s Current Report on Form 8-K, dated September
2, 1999, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
12
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AT&T Corp.
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Prospectus
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September 15, 1999
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