8-K

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) November 18, 2005

AT&T CORP.

(Exact Name of Registrant as Specified in Charter)

New York	1-1105	13-4924710
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)
	One AT&T Way, Bedminster, New Jersey	07921
	(Address of Principal Executive Offices)	(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 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-3.1: RESTATED CERTIFICATE OF INCORPORATION

EX-99.1: GUARANTEE BY AT&T INC. OF CERTAIN OBLIGATION

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 18, 2005, AT&T Corp. (the “Company”) announced that the merger (the “Merger”) of Tau Merger Sub Corporation (“Merger Sub”), a wholly owned subsidiary of AT&T Inc. (formerly SBC Communications Inc., “New AT&T”), with and into the Company was consummated in accordance with the Agreement and Plan of Merger, dated as of January 30, 2005, among the Company, New AT&T and Merger Sub (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, each outstanding share of the Company’s common stock was exchanged for 0.77942 shares of New AT&T common stock. New AT&T issued approximately 632 million shares to former shareholders of the Company, giving them an approximate 16% stake in New AT&T. In addition, the Company paid a special dividend of $1.30 per share to holders of its common stock immediately prior to the effective time of the Merger. Based on the closing price of $24.17 per share of New AT&T’s common stock on the New York Stock Exchange on November 17, 2005, the last trading day before the closing of the Merger, the aggregate value of the consideration paid to former shareholders of the Company in connection with the Merger was approximately $15.3 billion. With the close of the transaction, the Company became a wholly owned subsidiary of New AT&T and the common shares of the Company, which traded under the symbol “T”, ceased to be listed on the New York Stock Exchange. The description of the Merger contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.01. Change in Control of Registrant.

Upon the closing of the Merger on November 18, 2005, a change in control of the Company occurred. Pursuant to the terms of the Merger Agreement, each outstanding share of the Company’s common stock was exchanged for 0.77942 shares of New AT&T common stock. With the closing of the Merger, the Company became a wholly owned subsidiary of New AT&T. The Merger and the closing of the Merger are described more fully in Item 2.01 above.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 23, 2005, the Company filed with the Secretary of State of the State of New York an amended and restated Certificate of Incorporation. A copy of the Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On November 18, 2005, New AT&T announced that, contingent upon the closing of the Merger (which closed later on November 18, 2005), it would unconditionally and irrevocably guarantee the payment of interest and principal for the Euro notes of the Company due November 21, 2006, with a coupon rate of 6.00% effective November 21, 2005 and an original coupon rate of 6.00%. The current principal amount outstanding on this issue is Euro 721,229,000 which, based on November 17, 2005 exchange rates, is equivalent to approximately U.S. $845,000,000. Based on the current coupon rate for this issue and November 17, 2005 exchange rates, the maximum potential amount of future interest payments would be approximately U.S. $50,700,000.

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 herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of January 30, 2005, among AT&T Corp., SBC Communications Inc. and Tau Merger Sub Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 2, 2005)
3.1	Restated Certificate of Incorporation of AT&T Corp., filed with the Secretary of State of the State of New York on November 23, 2005
99.1	Guarantee by AT&T Inc. of certain obligation of AT&T Corp.

Signature

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 hereunto duly authorized.

	AT&T Corp.
Date: November 23, 2005	By:	/s/Robert S. Feit
		Robert S. Feit
		Vice President — Law and co-Secretary

EX-3.1

Exhibit 3.1

RESTATED
CERTIFICATE OF INCORPORATION
OF
AT&T CORP.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

     I, the undersigned, being Secretary of AT&T Corp., do hereby certify as follows:

     1. The name of the corporation is AT&T Corp., and the name under which it was formed was American Telephone and Telegraph Company.

     2. The certificate of incorporation of the corporation was filed by the office of the Secretary of State of New York on March 3, 1885.

     3. The certificate of incorporation is hereby amended to effect several amendments authorized by the Business Corporation Law, namely: to change the total number and par value per share of authorized shares of Common Stock from 2,500,000,000 shares having a par value of $1.00 per share to 1,000 shares having a par value of $0.01 per share, all of which will be issued and outstanding as a result of such change; to remove the authority to issue shares of Preferred Stock, and to delete all references to rights, preferences and limitations of shares of Preferred Stock; to provide that any action on which shareholders are required or permitted to vote may be authorized by the written consent of shareholders; and to provide that the corporation shall indemnify certain persons under certain circumstances pursuant to Article 7 of the Business Corporation Law. The text of the certificate of incorporation is hereby restated as so amended to read in its entirety as follows:

     FIRST. The name of the corporation is AT&T Corp.

     SECOND. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York (the “Business Corporation Law”), but not to engage in any act or activity requiring the consent or approval of any New York State official, department, board, agency or other body without such consent or approval first being obtained.

     THIRD. The office of the corporation within the State of New York is to be located in the County of New York.

     FOURTH. The aggregate number of shares which the corporation shall have authority to issue is 1,000 shares of Common Stock, par value of $.01 per share.

     FIFTH. The Secretary of State of the State of New York is designated as agent of the corporation upon whom process in any action or proceeding against it may be served. The address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o CT Corporation Systems, 111 8^th Avenue, New York, New York 10011.

     SIXTH. By-laws of the corporation may be adopted, amended or repealed by the board of directors of the corporation by the vote of a majority of the directors present at a meeting of the Board at which a quorum is present.

     SEVENTH. No holder of shares of the corporation of any class, now or hereafter authorized, shall have any preferential or preemptive right to subscribe for, purchase or receive any shares of the corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe for or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the corporation.

     EIGHTH. Whenever under the provisions of the Business Corporation Law shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with the provisions of Section 615 of the Business Corporation Law.

     NINTH. The corporation shall, to the fullest extent permitted by Article 7 of the Business Corporation Law, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Article from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Article, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under any by-law, resolution of shareholders, resolution of directors, agreement, or otherwise, as permitted by said Article, as to action in any capacity in which he or she served at the request of the corporation.

     TENTH. A director of the corporation shall not be personally liable to the corporation or its shareholders for damages for any breach of duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Business Corporation Law as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this Article TENTH shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

     4. The foregoing restated certificate of incorporation was authorized by the Board of Directors of the corporation at a meeting duly called and held on November 18, 2005, followed by the written consent of the sole shareholder of the corporation dated November 18, 2005.

     IN WITNESS WHEREOF, the undersigned have signed this restated certificate of incorporation on November 23, 2005 and affirm the statements contained herein as true under the penalties of perjury.

By:	/s/Wayne A. Wirtz
Name:	Wayne A. Wirtz
Title:	Secretary

EX-99.1

Exhibit 99.1

GUARANTEE UNDERTAKING
OF
THE ASSISTANT TREASURER
OF
AT&T INC.

     I, Charles P. Allen, the Assistant Treasurer of AT&T Inc. (the “Corporation”), pursuant to the authority granted to me in the Schedule of Authorizations of the Corporation, dated as of July 25, 2003, hereby undertake on behalf of the Corporation for the benefit of the respective holders of each Subject Debt Security (as defined below), as follows:

(1) The Corporation hereby unconditionally and irrevocably guarantees the punctual and full payment of all amounts payable by AT&T Corp. under each outstanding Subject Debt Security as and when the same shall become due and payable (whether at stated maturity, by declaration of acceleration, call for redemption, repayment at the option of the holder or otherwise, in accordance with the terms of each Subject Debt Security and of each indenture under which such security was issued) (the “Guarantee”).

(2) The Guarantee with respect to each outstanding Subject Debt Security will continuously remain in effect until the entire principal of (and premium, if any) and interest, if any, on such Subject Debt Security shall have been paid in full.

(3) The Guarantee will constitute the direct, absolute and unconditional, unsubordinated and unsecured obligation of the Corporation ranking pari passu with all of its unsecured and unsubordinated obligations.

(4) The holders of each Subject Debt Security are entitled to enforce their rights under the indenture relating to such security directly against the Corporation, without first instituting a proceeding against the issuer of such security or any other person or entity, upon any event of default in payment of principal, or premium, if any, or interest, if any, on such security (whether at stated maturity, by declaration of acceleration, call for redemption, repayment at the option of the holder or otherwise).

(5) This Guarantee undertaking is enforceable to the fullest extent permitted by law.

(6) For the purposes of this Guarantee undertaking, the term “Subject Debt Security” shall mean the following:

     AT&T Corp.’s 7.75% (original coupon 6.00%) Euro Notes due 11/21/06

(7) The Guarantee is effective on the date hereof.

          IN WITNESS WHEREOF, I have executed this Guarantee undertaking.

Dated: November 18, 2005

  /s/ Charles P. Allen

  Name: Charles P. Allen

  Title: Assistant Treasurer