-----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, W2TJh2oZoBs+sZFMSbGRVcWiy/8roHVK9UXds8qQ2wRKZql77+qSsddTpLUFI6lw HxccypCrRIXk9janJ02rhw== 0000912057-95-001146.txt : 19950608 0000912057-95-001146.hdr.sgml : 19950608 ACCESSION NUMBER: 0000912057-95-001146 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950302 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57745 FILM NUMBER: 95517891 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 424B3 1 PROSPECTUS PROSPECTUS Rule 424(b)(3) Registration Statement No. 33-57745 5,000,000 SHARES [LOGO] AT&T Corp. COMMON SHARES (PAR VALUE $1.00 PER SHARE) ------------------------ AT&T Corp., a New York corporation ("AT&T" or the "Company"), has registered 5,000,000 shares of its common stock, $1.00 par value per share (the "Common Shares"), which may from time to time be offered by this Prospectus principally in connection with the formation or the acquisition, directly or indirectly, of entities or interests in entities which have received or may receive a license from the Federal Communications Commission (the "FCC") to provide cellular service. Such shares may be issued in exchange for the shares of common stock (by merger or otherwise), partnership interests or other assets representing an interest, direct or indirect, in other companies or other entities, or in exchange for assets used in or related to the business of such entities. In general, the terms of such acquisitions will be determined by direct negotiations between representatives of the Company and the owners of the businesses or properties to be acquired or, in the case of entities which are more widely held, through exchange offers to stockholders or documents soliciting the approval of statutory mergers, consolidations or sales of assets. Underwriting discounts or commissions will generally not be paid by the Company. This Prospectus does not cover any resale of Common Shares, and no person is authorized to make use of this Prospectus in connection with any such resale or distribution. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ March 2, 1995 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. ------------------------ TABLE OF CONTENTS
PAGE Available Information..................................................................................... 3 Incorporation of Documents by Reference................................................................... 3 The Company............................................................................................... 4 The Offering.............................................................................................. 4 Description of Common Shares of AT&T...................................................................... 5 For Florida Residents..................................................................................... 5 Legal Opinions............................................................................................ 5 Experts................................................................................................... 6
2 AVAILABLE INFORMATION AT&T is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). Such reports, proxy statements and other information filed by AT&T can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, and at the regional offices of the SEC located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Such material can also be inspected at the New York, Boston, Chicago, Pacific and Philadelphia Stock Exchanges. Copies of such material can also be obtained at the prescribed rates from the Public Reference Section of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents have been filed by the Company with the SEC (File No. 1-1105) and are incorporated herein by reference. (1)AT&T's Annual Report on Form 10-K for the year 1993; (2)AT&T's Quarterly Reports on Form 10-Q for the periods ended March 31, 1994, June 30, 1994 and September 30, 1994; and (3)AT&T's Current Reports on Form 8-K dated January 14, 1994, January 27, 1994, March 4, 1994, March 23, 1994, April 5, 1994, August 16, 1993, as amended (filed April 19, 1994), April 22, 1994, August 16, 1993, as amended (filed May 20, 1994), May 26, 1994, July 15, 1994, August 16, 1993, as amended (filed August 23, 1994), August 25, 1994, September 14, 1994, September 19, 1994, October 26, 1994, December 8, 1994, December 13, 1994, October 26, 1994, as amended (filed December 27, 1994), January 24, 1995, January 24, 1995, as amended (filed January 26, 1995) and February 15, 1995. All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Common Shares shall be deemed to be incorporated by reference in this Prospectus and to be part hereof from the date of filing of such documents: PROVIDED, HOWEVER, that the documents enumerated above or subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made hereby is in effect prior to the filing with the SEC of AT&T's Annual Report on Form 10-K covering such year shall not be incorporated by reference herein or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. COPIES OF THE ABOVE DOCUMENTS AND THE 1993 AT&T ANNUAL REPORT TO SHAREOWNERS MAY BE OBTAINED UPON REQUEST WITHOUT CHARGE FROM THE SECRETARY'S DEPARTMENT, AT&T, ROOM 2420E, 32 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10013-2412 (TELEPHONE NUMBER 212-387-5400). ------------------------ 3 THE COMPANY AT&T was incorporated on March 3, 1885 under the laws of the State of New York and has its principal executive offices at 32 Avenue of the Americas, New York, New York 10013-2412 (telephone number 212-387-5400). AT&T is a major participant in two industries: the global information movement and management industry and the financial services and leasing industry. In the global information movement and management industry, AT&T's services and products include: voice, data and image telecommunications services that can be used with the telecommunications and information products or systems of AT&T and others; telecommunications products and systems, ranging from voice instruments to complex network switching and transmission systems; computer products and systems; products which combine communications and computing; installation, maintenance and repair services for communication and computer products, optical fiber and cable; and components for high-technology products and systems. The above-described services and products are designed to meet the needs of broad categories of customers; the users of telecommunications and information services, including residential, business and government customers; the providers of telecommunications and information services, including telephone companies and other telecommunications agencies around the world; and the manufacturers of telecommunications, data processing and other electronic equipment. In the financial services and leasing industry, AT&T through AT&T Capital Corporation, a subsidiary 86 percent of which AT&T owns and its subsidiaries, provides direct financing and finance leasing programs for AT&T's own products and the products of other companies, leases products to customers under operating leases, and through AT&T Universal Card Services Corp., a wholly owned subsidiary of AT&T, is in the general-purpose credit card business. THE OFFERING This Prospectus relates to 5,000,000 Common Shares, which the Company proposes to issue in a program of acquisitions of entities or interests in entities which have received or may receive a license from the FCC to provide cellular service. The consideration for any acquisition may consist of cash, notes or other evidences of debt, assumptions of liabilities, equity securities or a combination thereof, as determined from time to time by negotiations between the Company or one of its subsidiaries and the owners of businesses or properties to be acquired. In general, the terms of acquisitions will be determined by direct negotiations between the representatives of the Company or one of its subsidiaries and the owners of the businesses or properties to be acquired or, in the case of entities which are more widely held, through exchange offers to stockholders or documents soliciting approval of statutory mergers, consolidations or sales of assets. Underwriting discounts or commissions will generally not be paid by the Company. This Prospectus does not cover any resale of Common Shares, and no person is authorized to make use of this Prospectus in connection with any such resale or distribution. RESTRICTIONS ON RESALE OF COMMON SHARES The Common Shares offered hereby are registered under the Securities Act of 1933, as amended ("Securities Act"), but this registration does not cover resale or distribution by the person who receives Common Shares issued by the Company in its acquisitions. Affiliates of entities acquired by the Company may not resell Common Shares registered under the Registration Statement to which this Prospectus relates except pursuant to an effective registration statement under the Securities Act covering such shares, or in compliance with Rule 145 promulgated under the Securities Act or another applicable exemption from the registration requirements of the Securities Act. Generally, Rule 145 permits such affiliates to sell such shares immediately following the acquisition in compliance with certain volume limitations and manner of sale requirements. Under Rule 145, sales by such affiliates 4 during any three-month period cannot exceed the greater of (i) 1% of the shares of common stock of the Company outstanding (approximately 15.7 million shares, assuming 1,569 million shares remain outstanding) and (ii) the average weekly reported volume of trading of such shares of common stock on all national securities exchanges during the four calendar weeks preceding the proposed sale. These restrictions will cease to apply under most other circumstances if the affiliate has held the Common Shares for at least two years, provided that the person or entity is not then an affiliate of the Company. Individuals who are not affiliates of the entity being acquired will not be subject to resale restrictions under Rule 145 and may resell Common Shares immediately following the acquisition without an effective registration statement under the Securities Act. DESCRIPTION OF COMMON SHARES OF AT&T All common shares (par value $1 per share) of AT&T are entitled to participate equally in dividends. Each shareowner has one vote for each share registered in the shareowner's name. All common shares would rank equally on liquidation, and common shares (including the Common Shares offered by this Prospectus) are fully-paid and non-assessable by AT&T. Holders of common shares have no preemptive rights. AT&T is authorized to issue common shares under the Shareowner Dividend Reinvestment and Stock Purchase Plan and various employee benefit plans of AT&T and its subsidiaries. CERTAIN PREFERENTIAL RIGHTS OF HOLDERS OF PREFERRED SHARES AT&T's authorized capital includes a class of 100,000,000 preferred shares, par value $1 per share, issuable in series, cumulative as to dividends and having an authorized maximum liquidation preference of $8,000,000,000. The preferred shares rank prior to the common shares both as to dividends and on liquidation. There are no preferred shares issued and outstanding. AT&T's Board of Directors is authorized to establish the number of shares, designations, relative rights, preferences and limitations, including voting and conversion rights, of any future series of preferred shares. FOR FLORIDA RESIDENTS AT&T provides telecommunications services between the United States and Cuba jointly with Empresa de Telecomunicaciones Internacionales de Cuba ("EMTELCUBA"), the Cuban telephone company, pursuant to all applicable U.S. laws and regulations. All payments due EMTELCUBA are handled in accordance with the provisions of the Cuban Assets Control Regulations and the Cuban Democracy Act of 1992 and specific licenses issued thereunder. AT&T is the sole owner of the Cuban American Telephone and Telegraph Company ("CATT"), a Cuban corporation. CATT owns cable facilities between the United States and Cuba that were activated on November 25, 1994. This information is accurate as of the date hereof. Current information concerning AT&T's business dealings with the government of Cuba or with any person or affiliate located in Cuba may be obtained from the Division of Securities and Investor Protection of the Florida Department of Banking and Finance, the Capitol, Tallahassee, Florida 32399-0530, telephone number (904) 488-9805. LEGAL OPINIONS Marilyn J. Wasser, Vice President--Law and Secretary of AT&T, is passing upon the legality of the Common Shares for the Company. As of January 31, 1995, Marilyn J. Wasser owned 3,019 common shares of AT&T and had options to acquire 19,329 common shares of AT&T. 5 EXPERTS The restated consolidated financial statements and restated consolidated financial statement schedules of AT&T and its subsidiaries at December 31, 1993 and 1992 and for the years ended December 31, 1993, 1992 and 1991, included in AT&T's Current Report on Form 8-K, dated October 26, 1994, as amended (filed December 27, 1994), have been incorporated herein by reference in reliance upon the report of Coopers & Lybrand L.L.P., independent auditors, which report includes an explanatory paragraph regarding AT&T's change in 1993 in methods of accounting for postretirement benefits, postemployment benefits and income taxes, given on the authority of that firm as experts in accounting and auditing. 6 -----END PRIVACY-ENHANCED MESSAGE-----