AT&T CORP
8-K, 2000-12-22
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    Form 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): December 22, 2000
                               (December 20, 2000)



                                   AT&T CORP.
               (Exact Name of Registrant as Specified in Charter)



         New York                      No. 1-1105              No. 13-4924710
(State or Other Jurisdiction          (Commission             (I.R.S. Employer
     of Incorporation)                 File Number)          Identification No.)




            32 Avenue of the Americas, New York, New York 10013-2412
          (Address of Principal Executive Offices, including ZIP code)


                                 (212) 387-5400
              (Registrant's telephone number, including area code)

          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 5.  Other Events.

      On December 20, 2000, AT&T Corp., AT&T Wireless Services, Inc. and
NTT DoCoMo, Inc. entered into definitive agreements, including a securities
purchase agreement, an investor agreement and a warrant agreement, as
contemplated by the binding letter agreement, dated as of November 30, 2000,
previously entered into by these parties relating to an investment by NTT DoCoMo
in AT&T's Wireless Group, and a strategic alliance relating to mobile multimedia
services.

      Copies of the securities purchase agreement, investor agreement and
warrant agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively, and are incorporated herein by reference. This summary is
qualified by reference to such exhibits.

Item 7.  Financial Statements and Exhibits.

         (c)   Exhibits.


         Exhibit 10.1    Securities Purchase Agreement by and among AT&T Corp.,
                         AT&T Wireless Services, Inc. and NTT DoCoMo, Inc.,
                         dated December 20, 2000. (Schedules and certain other
                         attachments to this Exhibit have not been filed; upon
                         request, AT&T will furnish supplementally to the
                         Securities and Exchange Commission a copy of any
                         omitted schedule or attachment.)

         Exhibit 10.2    Investor Agreement by and among AT&T Corp., AT&T
                         Wireless Services, Inc. and NTT DoCoMo, Inc., dated
                         December 20, 2000. (Schedules and certain other
                         attachments to this Exhibit have not been filed; upon
                         request, AT&T will furnish supplementally to the
                         Securities and Exchange Commission a copy of any
                         omitted schedule or attachment.)

         Exhibit 10.3    Warrant Agreement by and among AT&T Wireless
                         Services, Inc., NTT DoCoMo, Inc. and AT&T Corp. dated
                         December 20, 2000.


<PAGE>


                                   SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                         AT&T CORP.


                                         By: /s/ Marilyn J. Wasser
                                            ---------------------------------
                                            Name:   Marilyn J. Wasser
                                            Title:  Vice President and Secretary


December 21, 2000


<PAGE>


                                  EXHIBIT INDEX


      Exhibit No.       Document
      ----------        --------

      Exhibit 10.1      Securities Purchase Agreement by and among AT&T
                        Corp., AT&T Wireless Services, Inc. and NTT DoCoMo,
                        Inc., dated December 20, 2000.  (Schedules and
                        certain other attachments to this Exhibit have not
                        been filed; upon request, AT&T will furnish
                        supplementally to the Securities and Exchange
                        Commission a copy of any omitted schedule or
                        attachment.)

      Exhibit 10.2      Investor Agreement by and among AT&T Corp., AT&T
                        Wireless Services, Inc. and NTT DoCoMo, Inc., dated
                        December 20, 2000.  (Schedules and certain other
                        attachments to this Exhibit have not been filed; upon
                        request, AT&T will furnish supplementally to the
                        Securities and Exchange Commission a copy of any
                        omitted schedule or attachment.)

      Exhibit 10.3      Warrant Agreement by and among AT&T Wireless
                        Services, Inc., NTT DoCoMo, Inc. and AT&T Corp. dated
                        December 20, 2000.




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