<PAGE> 1
Registration No. 33-52119-05
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
Post-Effective Amendment No. 5
on
FORM S-8
to
Form S-4
Registration Statement
Under
The Securities Act of 1933*
____________
AT&T Corp.
A New York I.R.S. Employer
Corporation No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
____________
MCCAW CELLULAR COMMUNICATIONS, INC.
Employee Stock Purchase Plan
____________
Agent for Service
S. L. Prendergast, Vice President and Treasurer
32 Avenue of the Americas, New York, New York 10013-2412
(212) 387-5400
____________
Please send copies of all communications to:
Marilyn J. Wasser, Vice President - Law and Secretary
32 Avenue of the Americas, New York, New York 10013-2412
____________
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF
SECURITIES PURSUANT TO THE PLAN: Promptly after the filing of
this Post-Effective Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such Form
S-4 Registration Statement pursuant to the procedure
described herein. See "INTRODUCTORY STATEMENT".
<PAGE> 2
INTRODUCTORY STATEMENT
AT&T Corp. ("AT&T") hereby amends its Registration Statement
on Form S-4 (No. 33-52119) (the "Form S-4"), by filing this
Post-Effective Amendment No. 5 on Form S-8 (the "Post-Effective
Amendment") relating to the sale of up to 534,179 shares of the
common stock, par value $1.00 per share, of AT&T ("AT&T Common
Stock") issuable upon the exercise of stock options granted under
the McCaw Cellular Communications, Inc. Employee Stock Purchase
Plan (the "Plan").
On September 19, 1994, Ridge Merger Corporation, a Delaware
Corporation and a wholly owned subsidiary of AT&T, was merged
into McCaw Cellular Communications, Inc., a Delaware Corporation
("McCaw"). As a result of such merger (the "Merger"), McCaw has
become a wholly owned subsidiary of AT&T and each outstanding
share (other than shares owned by AT&T, McCaw or any direct or
indirect wholly owned subsidiary of AT&T or McCaw) of common
stock, par value $.01 per share, of McCaw ("McCaw Common Stock"),
has been converted into one(1) share of common stock, par value
$1.00 per share, of AT&T. Pursuant to the Merger, each
outstanding option issued pursuant to the Plan will no longer be
exercisable for shares of McCaw Common Stock but, instead, will
constitute an option to acquire, on the same terms and conditions
as were applicable under such option, shares of AT&T Common Stock
in lieu of shares of McCaw Common Stock.
The designation of the Post-Effective Amendment as
Registration No. 33-52119-05 denotes that the Post-Effective
Amendment relates only to the shares of AT&T Common Stock
issuable upon exercise of stock options under the Plan and that
this is the fifth Post-Effective Amendment to the Form S-4 filed
with respect to such shares.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by AT&T with the
Securities and Exchange Commission ("SEC") and are incorporated
herein by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended
December 31, 1993;
(2) AT&T's Quarterly Report on Form 10-Q for the periods
ended March 31, 1994 and June 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 and September 14, 1994;
(4) The description of AT&T Common Stock contained in the
registration statement filed under the Securities
Exchange Act of 1934, as amended ("Exchange Act"),
including any amendment or report filed for the purpose
of updating such description.
All documents, filed subsequent to the date hereof by AT&T
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated 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 Documents or 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 an Incorporated Document or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
Incorporated Document 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 hereof.
Item 4. Description of Securities.
Not Applicable.
1
<PAGE> 4
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a
director or officer of a corporation is entitled, under specified
circumstances, to indemnification by the corporation against
reasonable expenses, including attorney's fees, incurred by
him/her in connection with the defense of a civil or criminal
proceeding to which he/she has been made, or threatened to be
made, a party by reason of the fact that he/she was such director
or officer. In certain circumstances, indemnity is provided
against judgments, fines and amounts paid in settlement. In
general, indemnification is available where the director or
officer acted in good faith, for a purpose he/she reasonably
believed to be in the best interests of the corporation.
Specific court approval is required in some cases. The foregoing
statement is subject to the detailed provisions of Sections 715,
717 and 721-725 of the New York Business Corporation Law ("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a
resolution of shareholders, (ii) a resolution of directors or
(iii) an agreement providing for such indemnification, to the
fullest extent permitted by applicable law, to provide
indemnification and to advance expenses to its directors and
officers in respect of claims, actions, suits or proceedings
based upon, arising from, relating to or by reason of the fact
that any such director or officer serves or served in such
capacity with AT&T or at the request of AT&T in any capacity with
any other enterprise.
AT&T has entered into contracts with its officers and
directors, pursuant to the provisions of BCL Section 721, by
which it will be obligated to indemnify such persons, to the
fullest extent permitted by the BCL, against expenses, fees,
judgments, fines and amounts paid in settlement in connection
with any present or future threatened, pending or completed
action, suit or proceeding based in any way upon or related to
the fact that such person was an officer or director of AT&T or,
at the request of AT&T, an officer, director or other partner,
agent, employee or trustee of another enterprise. The
contractual indemnification so provided will not extend to any
situation where a judgment or other final adjudication adverse to
such person establishes that his/her acts were committed in bad
faith or were the result of active and deliberate dishonesty or
that there inured to such person a financial profit or other
advantage.
2
<PAGE> 5
The directors and officers of AT&T are covered by insurance
policies indemnifying against certain liabilities, including
certain liabilities arising under the Securities Act of 1933
("1933 Act"), which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibits identified in parentheses below, on file with the
SEC, are incorporated herein by reference as exhibits hereto.
Exhibit
Number
4-A McCaw Cellular Communications, Inc. Amended and
Restated Employee Stock Purchase Plan.
4-B Restated Certificate of Incorporation of the
registrant filed January 10, 1989, Certificate of
Change to Restated Certificate of Incorporation
dated March 18, 1992, Certificate of Amendment to
Restated Certificate of Incorporation dated June
1, 1992, and Certificate of Amendment to the
Certificate of Incorporation dated April 20, 1994,
(Exhibit 4-B to Registration Statement No. 33-
53765).
5-A Opinion of Marilyn J. Wasser, Vice President - Law
and Secretary of the registrant, as to the
legality of the securities to be issued.
5-B Opinion of H. John Hokenson, General Attorney of
the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the
opinion of counsel filed as Exhibit 5-A.
23-C Consent of Arthur Andersen & Co.
23-D Consent of Ernst & Young LLP.
23-E Consent of H. John Hokenson is contained in the
opinion of counsel filed as Exhibit 5-B.
24 Power of Attorney executed by Vice President and
Controller who signed this Post-Effective
Amendment.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act; 3
<PAGE> 6
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to
such information in this registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
registration statement.
(2) The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication of such issue. 4
<PAGE> 7
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this post-effective
amendment on Form S-8 to the registration statement on Form S-4
(Registration No. 33-52119-05) and has duly caused this post-effective
amendment on Form S-8 to the registration statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in The
City of New York, State of New York, on the 19th day of September, 1994.
AT&T CORP.
By (S. L. Prendergast, Vice President and
Treasurer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this post-effective amendment on Form S-8 to the registration
statement on Form S-4 (Registration No. 33-52119-05) has been signed below
by the following persons in the capacities and on the date indicated.
Principal Executive Officer: #
#
R. E. Allen Chairman #
of the Board #
#
#
Principal Financial Officer: #
#
R. W. Miller Chief Financial #
Officer #
###
#
# By (S. L. Prendergast)
# attorney-in-fact)*
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # September 19, 1994
#
Directors: #
#
R. E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Donald F. McHenry #
Victor A. Pelson #
Donald S. Perkins #
Henry B. Schacht #
Michael I. Sovern #
Franklin A. Thomas # *by power of attorney
Joseph D. Williams #
Thomas H. Wyman #
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number
4-A McCaw Cellular Communications, Inc. Amended and Restated
Employee Stock Purchase Plan.
4-B Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Change to
Restated Certificate of Incorporation dated March 18,
1992, Certificate of Amendment to Restated Certificate
of Incorporation dated June 1, 1992, and Certificate of
Amendment to the Certificate of Incorporation dated
April 20, 1994, (Exhibit 4-B to Registration Statement
No. 33-53765).
5-A Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
5-B Opinion of H. John Hokenson, General Attorney of the
registrant, as to the legality of the securities to be
issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the opinion
of counsel filed as Exhibit 5-A.
23-C Consent of Arthur Andersen & Co.
23-D Consent of Ernst & Young LLP.
23-E Consent of H. John Hokenson is contained in the opinion
of counsel filed as Exhibit 5-B.
24 Power of Attorney executed by Vice President and
Controller who signed this Post-Effective Amendment.
<PAGE> 1 Exhibit 4-A
AMENDED AND RESTATED
McCAW CELLULAR COMMUNICATIONS, INC.
EMPLOYEE STOCK PURCHASE PLAN*
McCAW CELLULAR COMMUNICATIONS, INC., a corporation organized
under the laws of the State of Delaware, hereby adopts this
Amended and Restated McCaw Cellular Communications, Inc.
Employee Stock Purchase Plan (the "Plan"). The purposes of this
plan are as follows:
(1) To assist employees of McCaw Cellular Communications,
Inc. and its subsidiary corporations in acquiring a stock
ownership interest in the Company pursuant to a plan which is
intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended.
(2) To help employees provide for their future security and
to encourage them to remain in the employment of the Company and
its subsidiary corporations.
1. Definitions
Whenever any of the following terms are used in the Plan
with the first letter or letters capitalized, it shall have the
following meaning unless the context clearly indicates to the
contrary (such definitions to be equally applicable to both the
singular and plural forms of the terms defined):
(a) "Board of Directors" shall mean the Board of Directors
of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the committee appointed to
administer the Plan pursuant to paragraph 12.
(d) "Company" means McCaw Cellular Communications, Inc., a
Delaware corporation.
(e) "Date of Exercise" means with respect to any Option the
last trading day of each month during the Plan Year in which the
Option was granted.
(f) "Date of Grant" means the date upon which an Option is
granted, as set forth in paragraph 3(a).
____________________
*This document sets forth the Amended and Restated McCaw
Cellular Communications, Inc. Employee Stock Purchase Plan and
incorporates all amendments to the original Employee Stock
Purchase Plan adopted on August 14, 1987. The amendments
contained herein were adopted May 11, 1988, February 13, 1989,
March 5, 1991, May 7, 1991, March 4, 1992 and September 8, 1994.
<PAGE> 2
(g) "Eligible Compensation" means regular rate of pay,
overtime pay and commissions on the Date of Grant. In the case
of salesmen only, Eligible Compensation also includes bonuses.
(h) "Eligible Employee" means any employee who meets the
following criteria: (1) the employee is scheduled to work at
least 1,000 hours during the Option Period in question; (2) the
employee does not, immediately after the option is granted, own
stock (as defined by Sections 423(b)(3) and 424(d) of the Code)
possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company or of a
Subsidiary of the Company; (3) the employee's customary
employment is not 20 hours or less per week; (4) the employee's
customary employment is for more than five months in any calendar
year; and (5) the employee is either (a) employed by the Company
or a Subsidiary of the Company on September 8, 1994 or (b) has
completed six months of employment for the Company or any present
or future Subsidiary of the Company.
(i) "Option" means an option granted under the Plan to an
Eligible Employee to purchase shares of the Company's Stock.
(j) "Option Period" means with respect to any Option the
period beginning upon the Date of Grant and ending upon the date
of exercise.
(k) "Option Price" has the meaning set forth in
paragraph 4(b).
(l) "Parent of the Company" means any corporation, other
than the Company, in an unbroken chain of corporations ending
with the Company if, at the time of the granting of the Option,
each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
(m) "Participant" means an Eligible Employee who has
complied with the provisions of paragraph 3(b).
(n) "Plan" means the McCaw Cellular Communications, Inc.
Employee Stock Purchase Plan.
(o) "Plan Year" means the fiscal year beginning on
January 1 and ending on December 31.
(p) "Stock" shall mean shares of the Company's Class A
Common Stock.
(q) "Subsidiary of the Company" means any corporation other
than the Company in an unbroken chain of corporations
<PAGE> 3
beginning with the Company, if at the time of the granting of the
Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
2. Stock Subject to Plan
Subject to the provisions of paragraph 10 (relating to
adjustment upon changes in the Stock), the Stock which may be
sold pursuant to options granted under the Plan shall not exceed
in the aggregate 1,000,000 shares, and may be unissued shares or
reacquired shares or shares bought on the market for purposes of
the Plan; provided, however, the additional 500,000 shares
authorized by the Board of Directors on September 8, 1994 shall
only be sold pursuant to grants made on or after September 8,
1994..
3. Grant of Options
(a) General Statement
The Company may grant Options under the Plan to all Eligible
Employees on September 8, 1994. Thereafter, Options may be
granted on January 1 or July 1 of each Plan Year commencing July
1, 1995. The term of each Option shall end on the last trading
day of each month during the Plan Year in which the Option is
granted. As of any Date of Exercise, the number of shares of
Stock subject to each Option shall be the quotient of the payroll
deductions authorized by each Participant in accordance with
subparagraph (b) for the month ended on such Date of Exercise,
divided by the Option Price of the Stock, excluding all
fractions.
(b) Election to Participate: Payroll Deduction
Authorization
Except as provided in subparagraph (e), an Eligible Employee
may participate in the Plan only by means of payroll deduction.
Each Eligible Employee who elects to participate in the Plan
shall deliver to the Company during the calendar month next
preceding a Date of Grant a written payroll deduction
authorization in a form prepared by the Company whereby the
Eligible Employee gives notice of his election to participate in
the Plan as of the next following Date of Grant, and whereby he
designates a stated whole percentage (or amount) equaling from 2%
to 10% of his Eligible Compensation to be withheld on each
payday; provided, however, that solely for purposes of grants of
Options made on September 8, 1994, each Eligible Employee shall
have until September 30, 1994 to deliver to the Company a written
payroll deduction authorization as described above. The stated
<PAGE> 4
amount may not be less than a sum which will result in the
payment into the Plan of at least $5.00 each payday and may not
exceed the limitation stated in subparagraph (d).
(c) Changes in Payroll Authorization
The payroll deduction authorization referred to in
subparagraph (b) may be changed on January 1 or July 1 of each
Plan Year or at such other time as may be designated by the
Committee.
(d) $25,000 Limitation
No Eligible Employee shall be permitted to purchase the
Stock under the Plan or under any other employee stock purchase
plan of the Company or of any Parent or Subsidiary of the Company
which is intended to qualify under Section 423 of the Code, at a
rate which exceeds $25,000 in fair market value of stock
(determined at the time the option is granted) for each calendar
year in which any such option granted to such Participant is
outstanding at any time.
(e) Leaves of Absence
During leaves of absence approved by the Company and meeting
the requirements of Treasury Regulation Section 1.421-7(h)(2) a
Participant may continue participation in the Plan by making cash
payments to the Company on his normal paydays equal to the amount
of his payroll deductions under the Plan had he not taken a leave
of absence.
4. Exercise of Options
(a) General Statement
Each Participant automatically and without any act on his
part will be deemed to have exercised his Option on each Date of
Exercise to the extent that the balance then in his account under
the Plan is sufficient to purchase at the Option Price whole
and/or fractional shares of the Stock subject to the Option.
(b) Option Price Defined
The option price per share of the Stock (the "Option Price")
to be paid by each Participant on each exercise of his Option
shall be an amount equal to 85% of the fair market value of the
Stock as of the last trading day of each month during the Option
Period. The fair market value of the Stock as of a given date
shall be (i) the closing price of the Stock on the principal
exchange on which the Stock is then trading, if any, on such
date, or, if the Stock was not traded on such date, then on the
next preceding trading day during which a sale occurred; or
<PAGE> 5
(ii) if such Stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, (1) the last sales price
(if the Stock is then listed as a National Market Issue under the
NASD National Market System) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the
Stock on such date as reported by NASDAQ or such successor
quotation system; or (iii) if such Stock is not publicly traded
on an exchange and not quoted on NASDAQ or a successor quotation
system, the mean between the closing bid and asked prices for the
Stock on such date as determined in good faith by the Committee;
or (iv) if the Stock is not publicly traded, the fair market
value established by the Committee acting in good faith.
(c) Delivery of Share Certificates
As soon as practicable after each Date of Exercise, the
Company will deliver to each Participant a certificate issued in
his name for the number of shares of the Stock with respect to
which his option was exercised and for which he has paid the
Option Price. In the event the Company is required to obtain
from any commission or agency authority to issue any such
certificate, the Company will seek to obtain such authority. The
inability of the Company to obtain from any such commission or
agency authority which counsel for the Company deems necessary
for the lawful issuance of any such certificate shall relieve the
Company from liability to any Participant except to return to him
the amount of the balance in his account.
5. Withdrawal From the Plan
(a) General Statement
Any Participant may withdraw from the Plan at any time. A
Participant who wishes to withdraw from the Plan must deliver to
the Company a notice of withdrawal in a form prepared by the
Company. The Company, as soon as practicable following receipt
of a Participant's notice of withdrawal, will refund to the
Participant the amount of the balance in his account under the
Plan. Upon receipt of a Participant's notice of withdrawal from
the Plan, automatically and without any further act on the part
of the Participant, his payroll deduction authorization, his
interest in the Plan, and his Option under the Plan shall
terminate.
(b) Eligibility Following Withdrawal
A Participant who withdraws from the Plan shall be eligible
to participate again in the Plan upon expiration of the Option
Period during which he withdrew; provided, that any Participant
who is then required to file Forms 3, 4 and 5 pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), shall be eligible to participate again in
<PAGE> 6
the Plan only upon the later of (i) six months from the date of
such withdrawal or (ii) expiration of the Option period during
which he withdrew.
6. Termination of Employment
(a) Termination of Employment Other Than by Retirement
or Death
If the employment of a Participant terminates other than by
retirement or death, his participation in the Plan automatically
and without any act on his part shall terminate as of the date of
the termination of his employment. As soon as practicable after
such a Participant's termination of employment, the Company will
refund to him the amount of the balance in his account under the
Plan. Upon a participant's termination of employment, his
interest in the Plan and his Option under the Plan shall
terminate.
(b) Termination by Retirement
A Participant who retires on his normal retirement date, or
earlier or later with the consent of the Company, may by written
notice to the Company request payment of the balance in his
account under the Plan, in which event the Company shall make
such payment as soon as practicable after receiving such notice;
upon receipt of such notice, the Participant's interest in the
Plan and his Option under the Plan shall terminate. If the
Company does not receive such notice prior to the next Date of
Exercise, such Participant's Option will be deemed to have been
exercised on such Date of Exercise.
(c) Termination by Death
If the employment of a Participant is terminated by his
death, the executor of his will or the administrator of his
estate by written notice to the Company may request payment of
the balance in the Participant's account under the Plan, in which
event the Company shall make such payment as soon as practicable
after receiving such notice; upon receipt of such notice the
Participant's interest in the Plan and his Option under the Plan
shall terminate. If the Company does not receive such notice
prior to the Date of Exercise, such Participant's Option will be
deemed to have been exercised on such Date of Exercise.
<PAGE> 7
7. Restriction Upon Assignment
An Option granted under the Plan shall not be transferable
otherwise than by will or the laws of descent and distribution,
and is exercisable during the Participant's lifetime only by him.
Except as provided in Section 6(c), an Option may not be
exercised to any extent except by the Participant. The Company
will not recognize and shall be under no duty to recognize any
assignment or purported assignment by a Participant, other than
by will or the laws of descent and distribution, of his interest
in the Plan or of his Option or of any rights under his Option.
8. Holding Period
Disposition of the shares of the stock obtained upon
exercise of the Option by persons required to file Forms 3, 4 and
5 pursuant to Section 16 of the Exchange Act, within six months
of the Date of Exercise, will cause the Option grant to be
treated as a purchase under Section 16(b) of the Exchange Act as
of the Date of Exercise and could result in short-swing liability
under Section 16(b).
9. No Rights of Stockholder Until Certificate Issued
With respect to shares of the Stock subject to an Option, a
Participant shall not be deemed to be a stockholder of the
Company, and he shall not have any of the rights or privileges of
a stockholder. A Participant shall have the rights and
privileges of a stockholder of the Company when, but not until, a
certificate for shares has been issued to him following exercise
of his Option.
10. Changes in the Stock; Adjustments of an Option
Whenever any change is made in the Stock or to Options
outstanding under the Plan, by reason of stock dividend or by
reason of subdivision, combinations, or reclassification of
shares, appropriate action will be taken by the Board of
Directors to adjust accordingly the number of shares of the Stock
subject to the Plan and the number and the Option Price of shares
of the Stock subject to the Options outstanding under the Plan.
11. Use of Funds; No Interest Paid
All funds received or held by the Company under the Plan
will be included in the general funds of the Company free of any
trust or other restriction and may be used for any corporate
purpose. No interest will be paid to any Participant or credited
to his account under the Plan with respect to such funds.
<PAGE> 8
12. Amendment of the Plan
The Board of Directors may amend, suspend or terminate the
Plan at any time and from time to time; provided that approval by
the vote of the holders of more than 50% of the outstanding
shares of the Company's Stock entitled to vote shall be required
to amend the Plan (i) to change the number of shares of the Stock
reserved for the Options under the Plan, (ii) to decrease the
Option Price below a price computed in the manner stated in
paragraph 4(b), or (iii) to alter the requirements for
eligibility to participate in the Plan.
13. Administration by Committee; Rules and Regulations
(a) Appointment of Committee
The Plan shall be administered by the Committee, which shall
be composed of not less than three members of the Board of
Directors. Each member of the Committee shall serve for a term
commencing on the date specified by the Board of Directors and
continuing until he dies or resigns or is removed from office by
the Board of Directors.
(b) Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions.
The Committee shall have the power to interpret the Plan and the
Options and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. In
its absolute discretion, the Board may at any time and from time
to time exercise any and all rights and duties of the Committee
under the Plan.
(c) Majority Rule
The Committee shall act by a majority of its members in
office. The Committee may act either by vote at a meeting or by
a memorandum or other written instrument signed by a majority of
the Committee.
(d) Compensation; Professional Assistance; Good Faith
Actions
Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All
expenses and liabilities incurred by members of the Committee in
connection with the administration of the Plan shall be borne by
the Company. The Committee may, with the approval of the Board,
employ attorneys, consultants, accountants, appraisers, brokers
or other persons. The Committee, the Company and its Officers
<PAGE> 9
and Directors shall be entitled to rely upon the advice, opinions
or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good
faith shall be final and binding upon all Participants, the
Company and all other interested persons. No member of the
Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect
to the Plan or the Options, and all members of the Committee
shall be fully protected by the Company in respect to any such
action, determination or interpretation.
14. No Rights as an Employee
Nothing in the Plan shall be construed to give any person
(including any Eligible Employee or Participant) the right to
remain in the employ of the Company or a Parent or Subsidiary of
the Company or to affect the right of the Company and Parents and
Subsidiaries of the Company to terminate the employment of any
person (including any Eligible Employee or Participant) at any
time with or without cause.
15. Merger, Acquisition or Liquidation of the Company
In the event of the merger or consolidation of the Company
into another corporation, the acquisition by another corporation
of all or substantially all of the Company's assets or 80% or
more of the Company's then outstanding voting stock or the
liquidation or dissolution of the Company, the Date of Exercise
with respect to outstanding Options shall be the business day
immediately preceding the effective date of such merger,
consolidation, acquisition, liquidation or dissolution unless the
Committee shall, in its sole discretion, provide for the
assumption or substitution of such Options in a manner complying
with Section 425(a) of the Code.
16. Term; Approval by Stockholders
No Option may be granted during any period of suspension or
after termination of the Plan, and in no event may any Option be
granted under the Plan after the first to occur of the following
events: (a) the expiration of five years from the date the Plan
is adopted by the Board of Directors; or (b) the expiration of
five years from the date the Plan is approved by the Company's
stockholders. The Plan will be submitted for the approval of the
Company's stockholders within 12 months after the date of the
Board of Directors' initial adoption of the Plan. Options may be
granted prior to such stockholder approval, provided, however,
that such Options shall not be exercisable prior to the time when
the Plan is approved by the stockholders; provided, further, that
if such approval has not been obtained by the end of said
12-month period, all Options previously granted under the Plan
shall thereupon be cancelled and become null and void.
<PAGE> 10
17. Effect Upon Other Plans
The adoption of the Plan shall not affect any other
compensation or incentive plans in effect for the Company or any
Parent or Subsidiary of the Company. Nothing in this Plan shall
be construed to limit the right of the Company or any Parent or
Subsidiary of the Company (a) to establish any other forms of
incentives or compensation for employees of the Company or any
Parent or Subsidiary of the Company or (b) to grant or assume
options otherwise than under this Plan in connection with any
proper corporate purpose, including, but not by way of
limitation, the grant or assumption of options in connection with
the acquisition, by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation,
firm or association.
18. Notices
Any notice to be given under the terms of the Plan to the
Company shall be addressed to the Company in care of its
Secretary and any notice to be given to the Employee shall be
addressed to him at his last address as reflected in the
Company's records. By a notice given pursuant to this Section,
either party may hereafter designate a different address for
notices to be given to it or him. Any notice which is required
to be given to the Employee shall, if the Employee is then
deceased, be given to the Employee's personal representative if
such representative has previously informed the Company of his
status and address by written notice under this Section. Any
notice shall have been deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post
office regularly maintained by the United States Postal Services.
19. Titles
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of the
Plan.
<PAGE> 1
Exhibit 5-A
September 19, 1994
AT&T Corp.
32 Avenue of the Americas
New York, NY 10022
Dear Sirs:
I am familiar with the Post-Effective Amendment No. 5 on Form S-8 (the
"Amendment" to the Registration Statement on Form S-4 (No. 33-52119) of
AT&T Corp. (the "Company") which Amendment the Company proposes to file
with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, registering up to 534,179 common
shares (par value $1 per share) of the Company ("the Shares") which may be
offered and sold by the Company upon the exercise of stock options granted
under the Amended and Restated McCaw Cellular Communications, Inc. Employee
Stock Purchase Plan (the "Plan"). The Shares are being offered as a result
of a merger of Ridge Merger Corporation, a Delaware corporation and wholly-
owned subsidiary of the Company ("Merger Sub"), into McCaw Cellular
Communications, Inc. a Delaware Corporation ("McCaw") (the "Merger"), in
accordance with the terms of the Agreement and Plan of Merger dated August
16, 1993, between the Company, Merger Sub and McCaw (the "Merger
Agreement"). Pursuant to the Merger, each outstanding option issued
pursuant to the Plan will no longer be exercisable for shares of McCaw
common stock, but instead, will constitute an option to acquire, on the
same terms and conditions as were applicable under such option, Shares in
lieu of shares of McCaw Common Stock. The Shares issued under the Plan may
be authorized and unissued shares or treasury shares.
I am of the opinion that:
1. the Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York;
<PAGE> 2
2. the offer and sale of the Shares upon the exercise of stock options
granted under the Plan have been duly authorized by the Company;
3. when offered and sold in accordance with the Merger Agreement and the
resolutions of the Board of Directors of the Company relating to the offer
and sale of Shares thereunder, Shares which are newly issued will be duly
authorized, and, upon the exercise of options granted under the Plan, will
be legally issued, fully paid and non-assessable;
In giving the foregoing opinion I have relied on the attached opinion
of H. John Hokenson, General Attorney, AT&T Corp.
I hereby consent to the filing of this opinion with the SEC in
connection with the Amendment referred to above.
Very truly yours,
Marilyn J. Wasser
Vice President - Law
and Secretary
<PAGE> 1
Exhibit 5-B
September 19, 1994
Marilyn J. Wasser
Vice President - Law and Secretary
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
I am familiar with the Post-Effective Amendment No. 5 on
Form S-8 (the "Amendment" to the Registration Statement on Form
S-4 (No. 33-52119) of AT&T Corp. (the "Company") which Amendment
the Company proposes to file with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as
amended, registering up to 534,179 common shares (par value $1
per share) of the Company ("the Shares") which may be offered and
sold by the Company upon the exercise of stock options granted
under the Amended and Restated McCaw Cellular Communications,
Inc. Employee Stock Purchase Plan (the "Plan"). The Shares are
being offered as a result of a merger of Ridge Merger
Corporation, a Delaware corporation and wholly-owned subsidiary
of the Company ("Merger Sub"), into McCaw Cellular
Communications, Inc. a Delaware Corporation ("McCaw") (the
"Merger"), in accordance with the terms of the Agreement and Plan
of Merger dated August 16, 1993, between the Company, Merger Sub
and McCaw (the "Merger Agreement"). Pursuant to the Merger, each
outstanding option issued pursuant to the Plan will no longer be
exercisable for shares of McCaw common stock, but instead, will
constitute an option to acquire, on the same terms and conditions
as were applicable under such option, Shares in lieu of shares of
McCaw Common Stock. The Shares issued under the Plan may be
authorized and unissued shares of treasury shares.
<PAGE> 2
I am of the opinion that:
1. the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New
York;
2. the offer and sale of the Shares upon the exercise of stock
options granted under the Plan have been duly authorized by the
Company;
3. when offered and sold in accordance with the Merger
Agreement and the resolutions of the Board of Directors of the
Company relating to the offer and sale of Shares thereunder,
Shares which are newly issued will be duly authorized, and, upon
the exercise of options granted under the Plan, will be legally
issued, fully paid and non-assessable;
I authorize the reliance of Marilyn J. Wasser on this
opinion in rendering her opinion to AT&T Corp. in connection with
the filing of the above referred to Amendment with the SEC.
I hereby consent to the filing of this opinion with the SEC
in connection with the Amendment referred to above.
Very truly yours,
H. John Hokenson
General Attorney
<PAGE> 1
Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 5 on Form S-8 to Form S-4 of AT&T Corp. ("the Company") of
our reports, which include explanatory paragraphs regarding the change in
1993 in methods of accounting for postretirement benefits, postemployment
benefits and income taxes, dated January 27, 1994, on our audits of the
consolidated financial statements and consolidated financial statement
schedules of the Company and its subsidiaries, which are included or
incorporated by reference in the Company's Annual Report on Form 10-K for
the year ended December 31, 1993.
COOPERS & LYBRAND L.L.P.
New York, New York
September 19, 1994
<PAGE> 1
Exhibit 23-B
Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5-A.
<PAGE> 1
Exhibit 23-C
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Post-Effective Amendments Nos.
1, 2, 3, 4 and 5 on Form S-8 to Form S-4 (No. 33-52119) of AT&T
Corp. (AT&T) of our report dated March 30, 1994, with respect to
McCaw Cellular Communications Inc.'s financial statements for the
year ended December 31, 1993, included in AT&T's Current Report
on Form 8-K dated August 16, 1993, as amended (filed April 19,
1994).
ARTHUR ANDERSEN LLP
Seattle, Washington
September 16, 1994
<PAGE> 1
Exhibit 23-D
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in this Post-
Effective Amendment No. 5 (Form S-8 No. 33-52119-05) to Form S-4
of AT&T Corp. of our report dated February 4, 1994, on the
consolidated financial statements of LIN Broadcasting Corporation
and subsidiaries included in Amendment No. 3 to the Current
Report (Form 8-K) of AT&T Corp. dated August 16, 1993 filed with
the Securities and Exchange Commission on April 19, 1994.
Ernst & Young LLP
Seattle, Washington
September 15, 1994
<PAGE> 1
Exhibit 23-E
Consent of H. John Hokenson is contained in the opinion of
counsel filed as Exhibit 5-B.
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, post-effective amendments on
Form S-8 to the registration statement on Form S-4 previously
filed with respect to common shares to be issued in connection
with the merger of a wholly-owned subsidiary of the Company with
McCaw Cellular Communications, Inc.; and
WHEREAS, the undersigned is an officer of the Company, as
indicated below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER and S. L. PRENDERGAST, and each of them, as
attorneys for her and in her name, place and stead, and in her
capacity as an officer of the Company, to execute and file such
post-effective amendments on Form S-8 to such registration
statement on Form S-4 with respect to the above described common
shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto, hereby
giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and about
the premises, as fully, to all intents and purposes, as she might
or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 1st day of September, 1994.
M. B. Tart
Vice President and
Controller
