SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 13, 2002
Date of report (Date of earliest event reported)
AT&T CORP.
(Exact Name of Registrant as Specified in Charter)
NEW YORK 1-1105 13-4924710
(State or Other (Commission File (IRS Employer
Jurisdiction Number) Identification No.)
of Incorporation)
295 NORTH MAPLE AVENUE, BASKING RIDGE, NEW JERSEY 07920
(Address of Principal Executive Offices, including Zip Code)
(908) 221-2000
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
ITEM 9. Sales of Equity Securities Pursuant to Regulation S.
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, C. Michael Armstrong, the principal executive officer of AT&T Corp., state
and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of AT&T Corp., except as corrected or supplemented in a subsequent
covered report:
o no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of the
end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o AT&T Corp.'s Annual Report on Form 10-K for the year ended December 31,
2001 and filed with the Commission on April 1, 2002 (as amended on May
3, 2002 and May 13, 2002);
o all reports of Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of AT&T Corp. filed with the Commission subsequent to
the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
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Subscribed and sworn to before me
this 13th day of August 2002.
/s/ C. Michael Armstrong
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C. Michael Armstrong /s/ Patricia C. Wren
August 13, 2002 -----------------------------------
Notary Public
My Commission Expires:
1/3/2005
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STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Thomas W. Horton, the principal financial officer of AT&T Corp., state and
attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of AT&T Corp., except as corrected or supplemented in a subsequent
covered report:
o no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of the
end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o AT&T Corp.'s Annual Report on Form 10-K for the year ended December 31,
2001 and filed with the Commission on April 1, 2002 (as amended on May
3, 2002 and May 13, 2002);
o all reports of Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of AT&T Corp. filed with the Commission subsequent to
the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
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Subscribed and sworn to before me
this 13th day of August 2002.
/s/ Thomas W. Horton
------------------------------
Thomas W. Horton /s/ Patricia C. Wren
August 13, 2002 -----------------------------------
Notary Public
My Commission Expires:
1/3/2005
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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 hereunto duly authorized.
Date: August 13, 2002
AT&T CORP.
By: /s/ Marilyn J. Wasser
-------------------------------------
Name: Marilyn J. Wasser
Title: Vice President and Secretary