<PAGE> 1
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)
<TABLE>
<S> <C>
NEW YORK 13-4924710
(State of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
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:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
5.625% NOTES DUE MARCH 15, 2004 NEW YORK STOCK EXCHANGE
6.000% NOTES DUE MARCH 15, 2009 LUXEMBOURG STOCK EXCHANGE
6.500% NOTES DUE MARCH 15, 2029
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
<PAGE> 2
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 March 23, 1999, filed with the SEC on March 24, 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 $2,000,000,000 5.625% Notes Due 2004
4. Specimen $3,000,000,000 6.000% Notes Due 2009
5. Specimen $3,000,000,000 6.500% Notes Due 2029
2
<PAGE> 3
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
24th day of March 1999.
AT&T CORP.
By: /s/ Marilyn J. Wasser
------------------------------------------
Name: Marilyn J. Wasser
Title: Vice President--Law and Secretary
3
<PAGE> 1
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.
$2,000,000,000 5.625% Notes due 2004
REGISTERED CUSIP NO. 001957AU3
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 Two Billion Dollars on March 15, 2004,
and to pay interest semiannually on March 15 and September 15, commencing
September 15, 1999, on said principal sum at the rate per annum specified in the
title of these Notes, from March 26, 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.
<PAGE> 2
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.
<PAGE> 3
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
Title: Vice President and
Treasurer
Attest
By: /s/ Robert S. Feit
-------------------------------------
Name: Robert S. Feit
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities
described in the within-mentioned
Indenture.
Dated: March 26, 1999
THE BANK OF NEW YORK,
As Trustee
By: /s/Iliana Arciprete
-------------------------------
Authorized Signatory
<PAGE> 4
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 a 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
<PAGE> 5
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
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 will be redeemable, as a whole or in part, at the option of
the Company, at any time or from time to time, on at least 30 days, but not more
than 60 days, prior notice mailed to the registered address of each holder of
the Notes. The redemption prices will be equal to the greater of (1) 100% of the
principal amount of the Notes to be redeemed or (2) the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at a rate equal to the sum of the Treasury Rate (as defined below) and 10 basis
points.
In the case of each of clause (1) and (2), accrued interest will be
payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time
<PAGE> 6
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption
date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Salomon Smith Barney Inc. , Chase Securities Inc.,
Deutsche Bank Securities Inc., First Chicago Capital Markets Inc., Lehman
Brothers Inc., J.P. Morgan Securities Inc. and NationsBanc Montgomery Securities
LLC and their respective successors. If any of the foregoing shall cease to be a
primary U.S. Government securities dealer (a "Primary Treasury Dealer"), the
Company shall substitute another nationally recognized investment banking firm
that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of principal of and interest on such
Note that would be due after the related redemption date but for such
redemption. If such redemption date is not an interest payment date with respect
to such Note, the amount of the next succeeding scheduled interest payment on
such Note will be reduced by the amount of interest accrued on such Note to such
redemption date.
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
<PAGE> 7
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 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.
<PAGE> 8
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.
<PAGE> 1
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.
$3,000,000,000 6.000% Notes due 2009
REGISTERED CUSIP NO. 001957AV1
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 Three Billion Dollars on March 15, 2009,
and to pay interest semiannually on March 15 and September 15, commencing
September 15, 1999, on said principal sum at the rate per annum specified in the
title of these Notes, from March 26, 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.
<PAGE> 2
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.
<PAGE> 3
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
Title: Vice President and
Treasurer
Attest
By: /s/ Robert S. Feit
-------------------------------------
Name: Robert S. Feit
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities
described in the within-mentioned
Indenture.
Dated: March 26, 1999
THE BANK OF NEW YORK,
As Trustee
By: /s/Iliana Arciprete
-------------------------------
Authorized Signatory
<PAGE> 4
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 a 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
<PAGE> 5
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
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 will be redeemable, as a whole or in part, at the option of
the Company, at any time or from time to time, on at least 30 days, but not more
than 60 days, prior notice mailed to the registered address of each holder of
the Notes. The redemption prices will be equal to the greater of (1) 100% of the
principal amount of the Notes to be redeemed or (2) the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at a rate equal to the sum of the Treasury Rate (as defined below) and 15 basis
points.
In the case of each of clause (1) and (2), accrued interest will be
payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time
<PAGE> 6
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption
date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Salomon Smith Barney Inc. , Chase Securities Inc.,
Deutsche Bank Securities Inc., First Chicago Capital Markets Inc., Lehman
Brothers Inc., J.P. Morgan Securities Inc. and NationsBanc Montgomery Securities
LLC and their respective successors. If any of the foregoing shall cease to be a
primary U.S. Government securities dealer (a "Primary Treasury Dealer"), the
Company shall substitute another nationally recognized investment banking firm
that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of principal of and interest on such
Note that would be due after the related redemption date but for such
redemption. If such redemption date is not an interest payment date with respect
to such Note, the amount of the next succeeding scheduled interest payment on
such Note will be reduced by the amount of interest accrued on such Note to such
redemption date.
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
<PAGE> 7
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 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.
<PAGE> 8
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.
<PAGE> 1
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.
$3,000,000,000,000 6.500% Notes due 2029
REGISTERED CUSIP NO. 001957AW9
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 Three Billion Dollars on March 15, 2029,
and to pay interest semiannually on March 15 and September 15, commencing
September 15, 1999, on said principal sum at the rate per annum specified in the
title of these Notes, from March 26, 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.
<PAGE> 2
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.
<PAGE> 3
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
Title: Vice President and
Treasurer
Attest
By: /s/ Robert S. Feit
-------------------------------------
Name: Robert S. Feit
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities
described in the within-mentioned
Indenture.
Dated: March 26, 1999
THE BANK OF NEW YORK,
As Trustee
By: /s/Iliana Arciprete
-------------------------------
Authorized Signatory
<PAGE> 4
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 a 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
<PAGE> 5
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
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 will be redeemable, as a whole or in part, at the option of
the Company, at any time or from time to time, on at least 30 days, but not more
than 60 days, prior notice mailed to the registered address of each holder of
the Notes. The redemption prices will be equal to the greater of (1) 100% of the
principal amount of the Notes to be redeemed or (2) the sum of the present
values of the Remaining Scheduled Payments (as defined below) discounted, on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months),
at a rate equal to the sum of the Treasury Rate (as defined below) and 20 basis
points.
In the case of each of clause (1) and (2), accrued interest will be
payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time
<PAGE> 6
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption
date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Salomon Smith Barney Inc. , Chase Securities Inc.,
Deutsche Bank Securities Inc., First Chicago Capital Markets Inc., Lehman
Brothers Inc., J.P. Morgan Securities Inc. and NationsBanc Montgomery Securities
LLC and their respective successors. If any of the foregoing shall cease to be a
primary U.S. Government securities dealer (a "Primary Treasury Dealer"), the
Company shall substitute another nationally recognized investment banking firm
that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of principal of and interest on such
Note that would be due after the related redemption date but for such
redemption. If such redemption date is not an interest payment date with respect
to such Note, the amount of the next succeeding scheduled interest payment on
such Note will be reduced by the amount of interest accrued on such Note to such
redemption date.
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
<PAGE> 7
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 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.
<PAGE> 8
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.
