<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
FORM S-8
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
__________
1995 AT&T 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
__________
CALCULATION OF REGISTRATION FEE
================================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + be + price + offering +registration
be registered + registered(1) + per share(2) + price(2) + fee
================================================================================
AT&T Corp. + + + +
shares + + + +
(common--par + + + +
value $1 per + + + +
share) + + + +
+ + + +
+ 25,000,000 + $ 53 15/16 + $1,348,437,500+ $464,981.70
================================================================================
(1) Represents the maximum number of shares that may be acquired under the
1995 AT&T Employee Stock Purchase Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
the average of the high and low sale prices of the common stock, par
value $1 per share, of AT&T Corp. on the New York Stock Exchange on
July 22, 1994.
__________
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by AT&T Corp. ("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 period ended March
31, 1994;
(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) and May
26, 1994; and
(4) The description of shares 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> 3
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 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> 4
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 parenthesis below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
4-A 1995 AT&T 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 Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand.
23-B Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
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> 5
(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> 6
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 on Form S-8 and has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on the 28th day of July, 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 registration statement or amendment thereto 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 Executive Vice President #
and Chief Financial ###By S. L. Prendergast
Officer # (attorney-in-fact)*
#
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # July 28, 1994
#
Directors: #
#
R. E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Victor A. Pelson #
Donald S. Perkins #
Henry B. Schacht #
Michael I. Sovern # *by power of attorney
Joseph D. Williams #
Thomas H. Wyman #
5
<PAGE> 7
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the 1995
AT&T Employee Stock Purchase Plan has duly caused this registration
statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Morristown, State of
New Jersey, on the 28th day of July, 1994.
1995 AT&T EMPLOYEE STOCK
PURCHASE PLAN
S. L. Fordham
Savings Plan Administrator
6
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number
4-A 1995 AT&T 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 Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand.
23-B Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors who
signed this registration statement.
<PAGE> 1 Exhibit 4-A
1995 AT&T EMPLOYEE STOCK PURCHASE PLAN
1. Purposes
The 1995 AT&T Employee Stock Purchase Plan (the "Plan") provides Eligible
Employees with an opportunity to purchase AT&T Common Stock through payroll
deductions. The Plan is intended as an employment incentive and to encourage
stock ownership in order to participate in the economic progress of the
American Telephone and Telegraph Company during the term of the Plan. This
Plan is not intended to qualify as an "employee stock purchase plan" under
section 423 of the Internal Revenue Code of 1986, as amended.
2. Definitions
2.1. "Administrator" means the Senior Vice President-Human Resources of the
Company. The Senior Vice President-Human Resources may delegate any or all
of the administrative functions under this Plan to such individuals,
committees, or entities as he or she considers appropriate.
2.2. "AT&T Common Stock" means shares of common stock, par value $1.00, of
the Company.
2.3. "Board of Directors" means the Board of Directors of the Company.
2.4. "Company" means American Telephone and Telegraph Company, a New York
corporation.
2.5. "Eligible Compensation" means an Eligible Employee's basic salary
rate, lump sum merit awards, and incentive compensation payable from the
Company or a Subsidiary, but shall not include overtime, shift
differentials, or other premium pay, or awards under long and short term
incentive plans for senior managers.
2.6. "Eligible Employees" means all persons who during an Offering are
employees of the Company or a Subsidiary who are employed:
(a) in the United States and are participants in the AT&T Management
Pension Plan, or
(b) outside the United States and are included in a group of employees
designated by the Administrator as being eligible for participation in the
Plan.
2.7. "Exercise Date" means the date or dates in each Plan Year as the
Administrator shall determine.
2.8. "Offering" means the offering of shares of AT&T Common Stock to
Eligible Employees pursuant to the Plan. Each Offering shall be for a
limited period commencing on such date as the Administrator shall determine
and ending on the next Exercise Date.
<PAGE> 2
2.9. "Plan Year" means January 1, 1995 through December 31, 1995 and each
subsequent calendar year that the Plan is in effect.
2.10. "Plan" means this 1995 AT&T Employee Stock Purchase Plan.
2.11. "Subsidiary" means any corporation in which the Company directly or
indirectly owns stock possessing 50% or more of the total combined voting
power of all classes of stock.
2.12. Unless the context otherwise requires, any reference to a Section
means the particular section of this Plan.
3. Shares
The aggregate number of shares which may be purchased under the Plan shall
not exceed 25,000,000, subject to adjustment in accordance with Section 12.
Shares issued under the Plan may consist, in whole or part, of authorized
and unissued shares or treasury shares.
4. Offering; Purchase Price
Each Eligible Employee on an Exercise Date shall be entitled to purchase,
in the manner and on the terms herein provided, shares of AT&T Common Stock
at the purchase price set forth below, with amounts deducted from Eligible
Compensation pursuant to Section 6.
The purchase price per share of AT&T Common Stock sold to Eligible Employees
hereunder for any Offering shall be 85% of the average of the reported
highest and lowest sale prices of shares of AT&T Common Stock on the New
York Stock Exchange on each of the ten days immediately preceding the
applicable Exercise Date. Anything herein to the contrary notwithstanding,
the purchase price shall not be less than the par value of the AT&T Common
Stock.
5. Stock Purchase Agreements
Any Eligible Employee shall participate in an Offering by filing a Stock
Purchase Agreement before an Exercise Date in accordance with rules and
procedures established by the Administrator. Once an Eligible Employee has
filed a Stock Purchase Agreement he or she shall participate in the Offering
unless he or she is permitted to withdraw from the Offering in accordance
with rules and procedures established by the Administrator.
6. Payment for Shares
Payment for shares of AT&T Common Stock purchased hereunder shall be made
by authorized payroll deductions from an Eligible Employee's Eligible
Compensation. In his or her Stock Purchase Agreement, an Eligible Employee
shall authorize a deduction of any full dollar amount or of an amount equal
to any full percentage of his or her Eligible Compensation; provided,
however, that the total deduction in any Plan Year shall not exceed 10% of
the Eligible Employee's Eligible Compensation paid during that Plan Year.
<PAGE> 3
7. Purchase of Shares
On each Exercise Date, the Company shall use the amounts deducted from the
Eligible Compensation of each Eligible Employee to purchase shares of AT&T
Common Stock based on his or her Stock Purchase Agreement.
8. Issuance of Shares; Stock Certificates
The shares of AT&T Common Stock purchased by an Eligible Employee on an
Exercise Date shall be deemed, for all purposes, to have been issued and
sold at the close of business on such Exercise Date. Prior to that time none
of the rights or privileges of a stockholder shall exist with respect to
such shares.
At the close of business on the Exercise Date, the Eligible Employee shall
have all the rights and privileges of a stockholder with respect to the
number of shares of AT&T Common Stock purchased by the Eligible Employee
on such date. To the extent required by law, the Company shall cause to be
issued and delivered, a certificate or its equivalent for the number
of shares of AT&T Common Stock purchased by an Eligible Employee on
such Exercise Date, which certificate or equivalent shall be registered
in the manner designated in the Eligible Employee's Stock Purchase Agreement.
9. Procedure if Insufficient Shares Available
If on any Exercise Date the aggregate funds available for the purchase of
shares of AT&T Common Stock pursuant to Section 7 would purchase a number
of shares in excess of the number of shares then available for purchase
under the Plan:
(a) the Administrator shall proportionately reduce the number of shares
which would otherwise be purchased by each Eligible Employee on such
Exercise Date in order to eliminate such excess,
(b) the Plan shall automatically terminate immediately after such Exercise
Date, and
(c) any remaining amount previously deducted from each Eligible Employee's
Eligible Compensation shall be refunded to each such Eligible Employee.
10. Rights Not Transferable
Rights to purchase shares under the Plan are exercisable only by the
Eligible Employee during his or her lifetime and are not transferable by him
other than by will or the laws of descent and distribution. Any attempt by
an Eligible Employee to transfer his or her rights to purchase shares under
the Plan, other than by will, shall be of no effect.
<PAGE> 4
11. Administration of the Plan
Subject to the general control of, and superseding action by, the Board of
Directors, the Administrator shall have full power to administer the Plan.
The Administrator shall adopt rules and procedures not inconsistent with the
provisions of the Plan for its administration, including procedures for the
Company to satisfy any applicable tax withholding obligations. The
Administrator shall adopt the form of Stock Purchase Agreement and of all
notices. The Administrator's interpretation and construction of the Plan
shall be final and conclusive.
12. Recapitalization; Effect of Certain Transactions
The aggregate number of shares of AT&T Common Stock reserved for purchase,
and the calculation of the purchase price per share, under the Plan shall
be appropriately adjusted to reflect any increase or decrease in the number
of issued shares of AT&T Common Stock resulting from a subdivision or
consolidation of shares or other capital adjustment, or the payment of a
stock dividend, or other increase or decrease in such shares, effected
without receipt of consideration by the Company.
If AT&T shall merge or consolidate, whether or not AT&T is the surviving or
resulting corporation in such merger or consolidation, any Offering
hereunder shall pertain to and apply to shares of stock of AT&T or any
shares issued in connection with such merger or consolidation in exchange
for shares of stock of AT&T, unless prior to such merger or consolidation,
the Board of Directors of the Company shall, in its discretion, terminate
the Plan and/or any Offering hereunder. Notwithstanding the foregoing, a
dissolution or liquidation of AT&T shall cause the Plan and any Offering
hereunder to terminate and the entire amount deducted pursuant to an
Eligible Employee's Stock Purchase Agreement shall be refunded to each such
Eligible Employee.
If the Company shall merge or consolidate with a corporation that is not an
Affiliate of the Company, whether or not the Company is the surviving or
resulting corporation in such merger or consolidation, any Offering
hereunder shall pertain to and apply to shares of stock of the Company or
any shares issued in connection with such merger or consolidation in
exchange for shares of stock of the Company, unless prior to such merger or
consolidation, the Board of Directors of the Company shall, in its
discretion, terminate the Plan and/or any Offering hereunder.
Notwithstanding the foregoing, a dissolution or liquidation of the Company
shall cause the Plan and any Offering hereunder to terminate and the entire
amount deducted pursuant to an Eligible Employee's Stock Purchase Agreement
shall be refunded to each such Eligible Employee.
13. Application of Funds
All funds received by the Company under the Plan may be used for any
corporate purpose.
<PAGE> 5
14. Repurchase of Stock
AT&T shall not be required to repurchase from any Eligible Employee shares
of AT&T Common Stock which such Eligible Employee acquires under the Plan.
15. Notice
Any notice which an Eligible Employee files pursuant to the Plan shall be
in the appropriate form and shall be delivered by hand or mailed, postage
prepaid, in accordance with the Plan's administrative rules and procedures.
16. Alternate Contribution Methods
Anything herein to the contrary notwithstanding, if authorized payroll
deductions from an Eligible Employee's Eligible Compensation are not
permitted by reason of the provisions of local law applicable to the Company
or a Subsidiary, or are not practicable in the opinion of the Administrator,
the Administrator may designate an appropriate alternative method pursuant to
which affected Eligible Employees may make payment for shares of AT&T
Common Stock purchased hereunder which would otherwise have been made
pursuant to Section 6. Payments made hereunder shall be deemed to
have been made pursuant to Section 6.
17. Amendment of the Plan
The Board of Directors may at any time, or from time to time, alter or amend
the Plan in any respect, except that, without approval of the stockholders
of AT&T, no amendment may increase the number of shares reserved for
purchase, or reduce the purchase price per share, under the Plan other than
as provided in Section 12.
18. Expiration and Termination of the Plan
The Board of Directors may terminate the Plan or any Offering hereunder at
any time for any reason. Unless terminated earlier hereunder, the Plan shall
continue in effect through December 31, 1999.
<PAGE> 1 Exhibit 5
AT&T LOGO
Marilyn J. Wasser 32 Avenue of the Americas
Vice President-Law and Secretary New York, NY 10013-2412
212 644-1000
July 28, 1994
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs;
With reference to the registration statement on Form S-8
which AT&T Corp. (the "Company") proposes to file with the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, registering 25 million common
shares (par value $1 per share) of the Company (the "Shares")
which may be offered and sold by the Company under the 1995 AT&T
Employee Stock Purchase Plan (the "Plan"), which Shares, under
the terms of the Plan may be authorized and unissued shares of
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;
2. all proper corporate proceedings have been taken so
that any Shares to be offered and sold which are newly issued
have been duly authorized and, upon sale and payment therefor in
accordance with the Plan and the resolutions of the Board of
Directors relating to the offering and sale of common shares
thereunder, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC
in connection with the registration statement referred to above.
Very truly yours,
Marilyn J. Wasser
<PAGE> 1 Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
________
We consent to the incorporation by reference in this registration
statement on Form S-8 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
New York, New York
July 28, 1994
<PAGE> 1 Exhibit 23-B
Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
<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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is both a director and an officer of
the Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him and in his name, place and stead, and
in his capacity as both a director and an officer of the Company,
to execute and file any such registration statement with respect to
the above-described common shares and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he 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 15th day of July, 1994.
R. E. ALLEN
Chairman of the Board
and Director
<PAGE> 2
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is an officer of the Company, as
indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints M. B. TART and S. L. PRENDERGAST, and each of them, as
attorneys for him and in his name, place and stead, and in his
capacity as an officer of the Company, to execute and file any such
registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, 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 he 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 14th day of July, 1994.
R. W. MILLER
Executive Vice President
and Chief Financial Officer
<PAGE> 3
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; 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 any such
registration statement with respect to the above-described common
shares, and thereafter to execute and file any amended registration
statement or statements with respect thereto or amendments or
supplements to any of the foregoing, 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 22nd day of July, 1994.
M. B. Tart
Vice President and
Controller
<PAGE> 4
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 15th day of July, 1994.
M. Kathryn Eickhoff
Director
<PAGE> 5
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 15th day of July, 1994.
Walter Y. Elisha
Director
<PAGE> 6
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 20th day of July, 1994.
Philip M. Hawley
Director
<PAGE> 7
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 18th day of July, 1994.
Belton K. Johnson
Director
<PAGE> 8
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 18th day of July, 1994.
Drew Lewis
Director
<PAGE> 9
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 15th day of July, 1994.
Victor A. Pelson
Director
<PAGE> 10
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 15th day of July, 1994.
Donald S. Perkins
Director
<PAGE> 11
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 18th day of July, 1994.
Henry B. Schacht
Director
<PAGE> 12
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 20th day of July, 1994.
Michael I. Sovern
Director
<PAGE> 13
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 17th day of July, 1994.
Joseph D. Williams
Director
<PAGE> 14
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 15th day of July, 1994.
Thomas H. Wyman
Director
<PAGE> 15
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, a registration statement or registration
statements with respect to up to 25 million common shares to be
offered under the 1995 AT&T Employee Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER, M. B. TART and S. L. PRENDERGAST, and each
of them, as attorneys for him or her and in his or her name, place
and stead, and in his or her capacity as a director of the Company,
to execute and file any such registration statement with respect to
the above-described common shares, and thereafter to execute and
file any amended registration statement or statements with respect
thereto or amendments or supplements to any of the foregoing,
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 he or 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 22nd day of July, 1994.
Carla A. Hills
Director
