UNITED STATES
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 16, 2005
AT&T CORP.
(Exact Name of Registrant as Specified in Charter)
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| New
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1-1105 |
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13-4924710 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
| Other Jurisdiction |
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| of Incorporation)
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| One AT&T Way, Bedminster, New Jersey
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07921 |
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(Zip Code) |
Registrant’s telephone number, including area code (908) 221-2000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240-14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
On
December 16, 2005, AT&T Inc., a Delaware corporation and
the parent company of AT&T Corp., a New York corporation (the “Company”), announced that
it would unconditionally and irrevocably guarantee the payment of interest and principal for the
following three issuances of notes of the Company:
(1) $1,500,000,000 due November 15, 2006, with a current coupon rate of 8.25% and an original
coupon rate of 6.50%. The coupon rate on this issue is adjustable on May 15 and November 15 of
each year until maturity based on the long-term debt ratings of the Company by Moody’s Investors
Services, Inc. (“Moody’s”) and Standard and Poor’s (“S&P”) as of each such date. The current
principal amount outstanding on this issue is $250,000,000. Based on the current coupon rate for
this issue, the maximum potential amount of future interest payments would be approximately
$20,625,000;
(2) $2,750,000,000 due November 15, 2011, with a current coupon rate of 9.05% and an original
coupon rate of 7.30%. The coupon rate on this issue is adjustable on May 15 and November 15 of
each year until maturity based on the long-term debt ratings of the Company by Moody’s and S&P as
of each such date. The principal amount outstanding on this issue is $1,500,000,000. Based on the
current coupon rate for this issue, the maximum potential amount of future interest payments would
be approximately $814,500,000; and
(3) $2,750,000,000 due November 15, 2031, with a current coupon rate of 9.75% and an original
coupon rate of 8.00%. The coupon rate on this issue is adjustable on May 15 and November 15 of
each year until maturity based on the long-term debt ratings of the Company by Moody’s and S&P as
of each such date. Based on the current coupon rate for this issue, the maximum potential amount
of future interest payments would be approximately $6,971,250,000.
AT&T Inc. has stated that it has no current plans to: (1) guarantee other long-term debt issuances
of the Company; (2) amend the terms of its existing guarantees with respect to long-term debt of
its other subsidiaries; or (3) provide separate-company financial statements concerning its
subsidiaries that are not required under the rules and regulations promulgated by the Securities
and Exchange Commission or otherwise required by applicable state or federal regulatory agencies
and laws.
The foregoing summary of the Guarantee does not purport to be complete and is subject to and
qualified in its entirety by reference to the text of such Guarantee. A copy of the Guarantee is
included as Exhibit 99.1 to this Current Report and is incorporated into this Item 8.01 by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit Number |
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Description |
99.1
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Guarantee by AT&T Inc. of certain obligations of AT&T Corp. |