-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GusYFNIhgtvxWFPkxOaLS6+Q/SwBh9fAlKUAMfXZ2V8DiZSGwipOY02byVyk8IFW tZL0jsjwRRMdm1H7FtlLyQ== 0000005907-95-000006.txt : 19950607 0000005907-95-000006.hdr.sgml : 19950607 ACCESSION NUMBER: 0000005907-95-000006 CONFORMED SUBMISSION TYPE: 8A12BEF PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950123 SROS: BSE SROS: MSE SROS: NYSE SROS: PHLX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8A12BEF SEC ACT: 1934 Act SEC FILE NUMBER: 001-01105 FILM NUMBER: 95502292 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 8A12BEF 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A 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) NEW YORK 13-4924710 (State of incorporation (I.R.S. Employer or organization) Identification Number) 32 Avenue of the Americas New York, New York 10013-2412 (address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box [x]. If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box [ ]. SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: - ----------------------------------------------------------------------------- Title of each class Name of each exchange on which to be so registered each class is to be registered - ----------------------------------------------------------------------------- $300,000,000 8.35% Debentures due 2025 New York Stock Exchange - ----------------------------------------------------------------------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT None. 2 Item 1. Description of Registrant's Securities to be Registered. For a description of the $300,000,000 8.35% Debentures due 2025 (the "Debentures") reference is hereby made to "Description of the Debentures" contained in the Prospectus Supplement dated January 18, 1995 ("Prospectus Supplement"). Such Prospectus Supplement and the Prospectus dated June 23, 1993 of AT&T Corp. ("AT&T") were filed on January 19, 1995 with the Securities and Exchange Commission ("Commission") pursuant to Commission Rule 424(b). The Prospectus Supplement and Prospectus have been made part of AT&T's Registration Statement on Form S-3 filed with the Commission on May 11, 1993 (Registration Statement No. 33-49589) under the Securities Act of 1933, as amended, and declared effective by the Commission on June 23, 1993. Such description of such Debentures is incorporated herein by reference. Item 2. Exhibits. The exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibits -------- 4.A Form of 8.35% Debentures due 2025. 4.B Indenture dated as of September 7, 1990, between the Company and The Bank of New York, Trustee, substantially in the form executed (incorporated herein by reference to Exhibit 4A to Form SE, dated September 10, 1990, File No. 1-1105). First Supplemental Indenture, dated as of October 30, 1992 between the Company and the Trustee (Exhibit 4.AA to Form 8-K dated December 1, 1992). 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. AT&T CORP. By: S. L. Prendergast Vice President and Treasurer January 20, 1995 4 EXHIBIT INDEX The exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibits -------- 4.A Form of 8.35% Debentures due 2025. 4.B Indenture dated as of September 7, 1990, between the Company and The Bank of New York, Trustee, substantially in the form executed (incorporated herein by reference to Exhibit 4A to Form SE, dated September 10, 1990, File No. 1-1105). First Supplemental Indenture, dated as of October 30, 1992 between the Company and the Trustee (Exhibit 4.AA to Form 8-K dated December 1, 1992). EX-4 2 1 Exhibit 4.A Form of Permanent Global Registered Fixed Rate Security THIS DEBENTURE 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 DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE 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 DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AT&T CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE 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. $_________ 8.35% Debentures Due 2025 REGISTERED No. R-___ CUSIP NO. 001957AQ2 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 ___________________________________ on January 15, 2025, and to pay interest semiannually on January 15 and July 15, commencing July 15, 1995, on said principal sum at the rate per annum specified in the title of these Debentures, from January 15, 1995 until the principal thereof is paid or made available for payment. 2 Reference is hereby made to the 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. IN WITNESS WHEREOF, AT&T Corp. has caused this Global Security to be duly executed under its corporate seal. Dated: January 25, 1995 TRUSTEE'S CERTIFICATE AT&T Corp. OF AUTHENTICATION This is one of the By:___________________ Securities described in Vice President the within-mentioned and Treasurer Indenture. THE BANK OF NEW YORK, ATTEST: As Trustee By:_____________________ _______________________ Authorized Signatory Assistant Secretary 3 REVERSE OF DEBENTURES 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 Debentures 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 Debenture register. Interest will be paid to persons in whose names the Debentures are registered at the close of business on the January 1 or July 1, as the case may be, prior to any interest payment date. Except as otherwise set forth in the Indenture, Debentures in definitive form will not be issued. These Debentures 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 Debentures. In case an Event of Default with respect to the Debentures, 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 Debentures 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 Debentures. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the outstanding Debentures, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain 4 provisions of the Indenture. The Indenture also provides that the Holders of not less than a majority in principal amount of the outstanding Debentures may waive certain past defaults and their consequences on behalf of the Holders of all Debentures. Any such consent or waiver by the Holder of any Debenture shall be conclusive and binding upon such Holder and upon all future Holders of such Debenture and of any Debenture 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 Debenture. The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Debentures 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 Debentures at the places, at the respective times, at the rate and in the coin or currency herein prescribed. The Debentures are issuable as registered Debentures 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. Debentures may be exchanged without service charge for like aggregate principal amount of Debentures. The Debentures may not be redeemed by the Company prior to January 15, 2005. The Debentures may be redeemed, at the option of the Company, as a whole or from time to time in part, on or after January 15, 2025 and prior to maturity, upon the notice referred to below, at the following redemption prices (expressed in percentages of the principal amount) during the 12 month periods beginning January 15: 2005............................103.288% 2006............................102.959% 2007............................102.630% 2008............................102.302% 2009............................101.973% 2010............................101.644% 2011............................101.315% 2012............................100.986% 2013............................100.658% 2014............................100.329% 5 and thereafter at 100%, together in each case with accrued interest to the date fixed for redemption. As provided in the Indenture, notice of redemption to the holders of Debentures to be redeemed as a whole or in part shall be given by mailing a notice of such redemption not less than 30 nor more than 90 days prior to the date fixed for redemption to their last addresses as they shall appear upon the register kept for that purpose. Upon due presentment for registration of transfer of this Debenture at the above-mentioned office or agency of the Trustee, a new Global Security or Debentures 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 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. 6 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 MIN 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 Debentures and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such Debenture 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 Debentures in every particular without alteration or enlargement or any change whatsoever. -----END PRIVACY-ENHANCED MESSAGE-----