As filed with the Securities and Exchange Commission on March 18, 2002
Registration No 333-73120
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO.1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AT&T CORP.
(exact name of registrant as specified in its charter)
New York 4811 13-4924710
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
32 Avenue of the Americas
New York, New York 10013-2412
(212-387-5400)
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Marilyn J. Wasser
Vice President - Law and Secretary
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
(908) 221-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividends or
interest reimbursement plans, please check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier registration
statement for the same offering. [_]____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]____________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [x] 333-73120
EXPLANATORY NOTE
This Post-Effective Amendment No.1 to Form S-3 Registration Statement No.
333-73120 is filed solely to file Exhibits 99.01 and 99.02 as additional
exhibits to the Registration Statement. In accordance with Section 462(d) of the
Securities Act of 1933, as amended, this Post-Effective Amendment shall become
effective immediately upon filing with the Securities and Exchange Commission
(the "Commission").
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Basking Ridge, State of New Jersey, on the 18th day
of March, 2002.
AT&T CORP.
By: /s/ Marilyn J. Wasser
---------------------------
Marilyn J. Wasser
Vice President-Law and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE CAPACITY
PRINCIPAL EXECUTIVE OFFICER:
*
---------------------------
C. Michael Armstrong Chairman and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
* Senior Executive Vice President and Chief
--------------------------- Financial Officer
Charles H. Noski
PRINCIPAL ACCOUNTING OFFICER:
*
---------------------------
Nicholas S. Cyprus Vice President and Controller
DIRECTORS
*
---------------------------
C. Michael Armstrong Director
*
---------------------------
J. Michael Cook Director
*
---------------------------
Kenneth T. Derr Director
*
---------------------------
M. Kathryn Eickhoff Director
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*
---------------------------
George M.C. Fisher Director
*
---------------------------
Amos B. Hostetter Director
--------------------------
Shirley A. Jackson Director
*
---------------------------
Donald F. McHenry Director
*
---------------------------
Louis A. Simpson Director
*
---------------------------
Michael I. Sovern Director
*
---------------------------
Sanford I. Weill Director
* By: /s/ Marilyn J. Wasser
---------------------------
Marilyn J. Wasser
(Attorney-in-Fact)
Date: March 18th, 2002.
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EXHIBIT INDEX
EXHIBIT
NUMBER
-------
5.01 Opinion of Robert S. Feit, General Attorney and Assistant
Secretary of the Registrant, as to the legality of the
securities being registered. (previously filed)
23.01 Consent of Robert S. Feit. (included in Exhibit 5.01)
23.02 Consent of PricewaterhouseCoopers LLP. (previously filed)
23.03 Consent of PricewaterhouseCoopers LLP. (previously filed)
23.04 Consent of KPMG LLP. (previously filed)
23.05 Consent of KPMG LLP. (previously filed)
23.06 Consent of Arthur Andersen LLP. (previously filed)
24.01 Powers of Attorney.(previously filed)
99.01 Notice of Redemption of Shares of Class A Senior Cumulative
Exchangeable Preferred Stock of TCI Pacific Communications,
Inc.
99.02 Letter of Transmittal to Holders of Shares of Class A
Senior Cumulative Exchangeable Preferred Stock of TCI
Pacific Communications, Inc.
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