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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
AT&T CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
NEW YORK 13-4924710
(State of incorporation or organization) (I.R.S. Employer Identification No.)
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32 AVENUE OF THE AMERICAS, NEW YORK, NY 10013
(Address of principal executive officers) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration file number to which this form relates: 333-71167
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
6 1/2% NOTES DUE SEPTEMBER 15, 2002 NEW YORK STOCK EXCHANGE
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of the Notes" in
the Registrant's Amendment No. 2 to Form S-3 Registration Statement
(Registration No. 333-71167), filed with the Securities and Exchange Commission
pursuant to Rule 415 on February 26, 1999, as supplemented by the Prospectus
Supplement dated September 9, 1999, filed with the SEC on September 10, 1999, is
incorporated herein by reference.
ITEM 2. EXHIBITS
1. Indenture, dated as of September 7, 1990, between the Registrant and
The Bank of New York, as trustee, relating to an unlimited principal
amount of the Registrant's unsecured debentures, notes or other
obligations of the Registrant 8, is incorporated herein by reference
from the Registrant's Form S-8 (File No. 1-1105) filed with the
Securities and Exchange Commission on September 10, 1990.
2. First Supplemental Indenture, dated as of October 30, 1992
between the Registrant and the Trustee, relating to an unlimited
principal amount of the Registrant's unsecured debentures, notes or
other obligations of the Registrant, is incorporated herein by
reference from the Registrant's Form 8-K dated October 30, 1992.
3. Specimen $450,000,000 6 1/2% Notes Due 2002
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement on Form 8-A to
be signed on its behalf by the undersigned, thereto duly authorized, on this
13th day of September 1999.
AT&T CORP.
By: /s/ Marilyn J. Wasser
------------------------------------------
Name: Marilyn J. Wasser
Title: Vice President--Law and Secretary
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Permanent Global Registered Fixed Rate Security
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC") TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO AT&T CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
AT&T CORP.
$450,000,000 6 1/2% Notes due 2002
REGISTERED CUSIP NO. 001957AX7
AT&T Corp., a New York corporation (herein referred to as the
"COMPANY"), for value received, hereby promises to pay to CEDE & Co., or
registered assigns the principal sum of Four Hundred and Fifty Million Dollars
on September 15, 2002 and to pay interest semiannually on March 15 and September
15, commencing March 15, 2000 on said principal sum at the rate per annum
specified in the title of these Notes, from September 14, 1999 until the
principal thereof is paid or made available for payment.
Reference is hereby made to further provisions of this global security
(the "GLOBAL SECURITY") set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth in this
place.
This Global Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been executed
by the Trustee under the Indenture referred to herein.
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IN WITNESS WHEREOF, AT&T Corp. has caused this Global Security
to be duly executed under its corporate seal.
AT&T Corp.
By: /s/ Edward M. Dwyer
--------------------------------
Name: Edward M. Dwyer
Vice President and Treasurer
Attest
By: /s/ Robert S. Feit
--------------------------------
Name: Robert S. Feit
Title: Assistant Secretary
Dated: September 14, 1999
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities described
in the within-mentioned Indenture.
Dated: September 14, 1999
THE BANK OF NEW YORK,
As Trustee
By: /s/ Van Brown
-------------------------------
Authorized Signatory
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REVERSE OF NOTES
Payment of the principal of, premium, if any, and interest on, this
Global Security will be made in immediately available funds at the office or
agency of the Trustee maintained for that purpose in the Borough of Manhattan,
The City of New York, State of New York, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest on any Notes issued in definitive form other than interest
due at the Maturity Date shown above may be made by check mailed to the address
of the person entitled thereto as such address shall appear in the Note
register. Interest will be paid thereto persons in whose names the Notes are
registered at the close of business on the March 1 or September 1, as the case
may be, prior to any interest payment date. Except as otherwise set forth in the
Indenture, Notes in definitive form will not be issued.
These Notes are one of a duly authorized issue of securities of the
Company, issued and to be issued under and pursuant to an indenture dated as of
September 7, 1990 as amended by the First Supplemental Indenture dated as of
October 30, 1992 (herein referred to as the "INDENTURE"), duly executed and
delivered by the Company to The Bank of New York, as trustee (herein referred to
as the "TRUSTEE"), to which Indenture and all indentures supplemental thereto
reference is hereby made for description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holder (the words "HOLDERS" or "HOLDER" meaning the registered holders or
registered holder) of these Notes.
In case an Event of Default with respect to the Notes, as defined in
the Indenture, shall have occurred and be continuing, the principal hereof may
be declared, and upon such declaration shall become due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the outstanding Notes. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the outstanding Notes, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain provisions of the
Indenture. The Indenture also provides that the holders of not less than a
majority in principal amount of the outstanding Notes may waive certain past
defaults and their consequences on behalf of the Holders of all Notes. Any such
consent or waiver by the Holder of any Note shall be conclusive and binding upon
such Holder and upon all future Holders of such Note and of any Note issued upon
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registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon such Note.
The Indenture contains provisions setting forth certain conditions to
the institution of proceedings by Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.
No reference herein to the Indenture and no provision of this Global
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on, these Notes at the places, at the respective times, at
the rate and in the coin or currency herein prescribed.
The Notes are issuable as registered Notes without coupons in
denominations of U.S. $ 1,000 or any amount in excess thereof which is a
multiple of U.S. $ 1,000 at the office or agency of the Trustee referred to
above and in the manner and subject to the limitations provided in the
Indenture. Notes may be exchanged without service charge for like aggregate
principal amount of Notes.
The Notes may not be redeemed by the Company.
Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Trustee, a new Global Security or Notes
of authorized denominations, for a like aggregate principal amount will be
issued to the transferee as proved in the Indenture. No service charge shall be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.
The Company, the Trustee, and any agent of the Company or the Trustee
may deem and treat the Holder hereof as the absolute owner hereof (whether or
not this Global Security shall be overdue and notwithstanding any notation of
ownership or other writing hereon) for the purpose of receiving payment of or on
account of the principal hereof and subject to the provisions above, of premium
or interest thereon, and for all other purposes and neither the Company nor the
Trustee nor any such agent shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on, this Global Security or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, shareholder,
officer or director as such, past, present of future, of the Company or of any
successor corporation, either directly or through the Company or of any
successor corporation whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by
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the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Global Security shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of said State.
All terms used in this Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT NUN ACT - ________________(Cust)___________(Minor)
Under Uniform Gifts to Minor Act ________________(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE]
_______________________________________________________________________________
_______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE]
_______________________________________________________________________________
_______________________________________________________________________________
the within Notes and all fights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.
Date: ___________________________________
NOTICE: The signature of this assignment must correspond with the name
as written upon the face of the within Notes in every
particular without alteration or enlargement or any change
whatsoever.
