-----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, cXWGbwG0Nc/9JRlx23hmReVJSgvq+beZE2B4JCjwQClbz0ylYw+PAhd2m12xtWOH WaEUhFX3YV5K7S+t7aYp1w== 0000005907-94-000023.txt : 19940603 0000005907-94-000023.hdr.sgml : 19940603 ACCESSION NUMBER: 0000005907-94-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940422 ITEM INFORMATION: Other events FILED AS OF DATE: 19940526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01105 FILM NUMBER: 94530745 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 100132412 BUSINESS PHONE: 2126055500 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 8-K 1 AT&T CORP. 8-K 1 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: May 26, 1994 AT&T Corp. A New York Commission File I.R.S. Employer Corporation No. 1-1105 No. 13-4924710 32 Avenue of the Americas, New York, New York 10013-2412 Telephone Number (212) 387-5400 2 Form 8-K AT&T Corp. May 26, 1994 Item 5. Other Events. Filed herewith, as Exhibit 5, is the opinion of Ephraim M. Brecher, Vice President - Taxes and Tax Counsel of AT&T Corp. ("AT&T" or "Company"), tax counsel to the registrant, as to certain United States Federal income tax consequences to holders of certain Securities of AT&T registered with the Securities and Exchange Commission ("SEC") under Registration Statement No. 33-49589, effective June 23, 1993, which Registration Statement pertains to notes and warrants to purchase notes for an aggregate offering price of up to $2,600,000,000. The affected Securities are those to be designated as Medium Term Notes, Series A. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 5 Opinion of Ephraim M. Brecher, Vice President - Taxes and Tax Counsel of AT&T, as to certain United States Federal income tax consequences to holders of certain securities of the Company registered with the SEC under Registration Statement No. 33-49589. Exhibit 23 Consent of Ephraim M. Brecher, Vice President - Taxes and Tax Counsel of AT&T is contained in opinion of counsel filed as Exhibit 5. 3 Form 8-K AT&T Corp. May 26, 1994 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. L. Prendergast Vice President and Treasurer May 26, 1994 4 EXHIBIT INDEX Exhibit Number - - ------- 5 Opinion of Ephraim M. Brecher, Vice President - Taxes and Tax Counsel of AT&T, as to certain United States Federal income tax consequences to holders of certain securities of the Company registered with the SEC under Registration Statement No. 33-49589. 23 Consent of Ephraim M. Brecher, Vice President - Taxes and Tax Counsel of AT&T is contained in opinion of counsel filed as Exhibit 5. EX-5 2 EXHIBIT 5 1 Exhibit 5 (AT&T LOGO) Room C353 412 Mt. Kemble Avenue Ephraim M. Brecher Morristown, NJ 07960 Vice President - Taxes and Tax Counsel 201 644-7960 FAX 201 644-6823 May 26, 1994 AT&T Corp. 32 Avenue of the Americas New York, New York 10013-2412 Re: AT&T Corp. Medium Term Notes, Series A (the "Notes") Gentlemen: I have acted as tax counsel for AT&T Corp. (the "Company") in connection with the proposed issuance of the Notes. You have requested my opinion regarding the accuracy of the disclosure of the United States federal income tax considerations pertaining to the Notes as set forth in the Prospectus Supplement dated October 8, 1993 (the "Prospectus Supplement") as modified by the Pricing Supplement No. 2 dated May 26, 1994 relating to the Notes (the "Pricing Supplement"). The Pricing Supplement and the Prospectus Supplement supplement the Prospectus dated June 23, 1993 relating to the issuance of notes and warrants to purchase notes of the Company (the "Prospectus"). The Pricing Supplement, the Prospectus Supplement and the Prospectus relate to the Company's Registration Statement No. 33-49589 on Form S-3 under the Securities Act of 1933, which became effective June 23, 1993 (the "Registration Statement"). 2 My opinion is based upon: (i) the Internal Revenue Code of 1986, as amended, Treasury Regulations issued thereunder, Revenue Rulings and other announcements issued by the Internal Revenue Service, and judicial decisions in effect as of the date hereof (such statute, regulations, rulings, announcements, and decisions collectively referred to herein as the "Code and Regulations issued thereunder"), all of which are subject to change with prospective or retroactive effect, which change could adversely affect or render inapplicable my opinion; and (ii) my assumption that the terms of the Notes are as described in the Prospectus, the Prospectus Supplement and the Pricing Supplement. I have not myself checked or verified the accuracy or completeness of the information contained in the Prospectus, the Prospectus Supplement and the Pricing Supplement other than the statements set forth under the heading "Taxation" in the Prospectus Supplement as modified by the statements under the heading "Taxation" in the Pricing Supplement. Based upon the foregoing, I am of the opinion that the statements in the Prospectus Supplement under the heading "Taxation" as modified by the statements in the Pricing Supplement under the heading "Taxation" are accurate summaries of the Code and Regulations issued thereunder. I consent to the filing of this opinion as an exhibit to the Company's Form 8-K, which will be filed with the Securities and Exchange Commission and which is incorporated in the Registration Statement. Very truly yours, Ephraim M. Brecher Vice President - Taxes and Tax Counsel EX-23 3 EXHIBIT 23 1 Exhibit 23 Consent of Ephraim M. Brecher, Vice President - Taxes and Tax Counsel of AT&T is contained in opinion of counsel filed as Exhibit 5. -----END PRIVACY-ENHANCED MESSAGE-----