<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
____________
Shares Issuable Under the Stock Option Plan of the
AT&T 1987 Long Term Incentive Program
____________
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 + to be + price + offering +registration
be registered + registered + per share* + price* + fee
================================================================================
AT&T Corp. + + + +
shares + + + +
(common--par + + + +
value $1 per + + + +
share) + + + +
+ + + +
+ 8,000,000 + $ 49 3/8 + $395,000,000 + $136,207.85
================================================================================
*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 November 28, 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 periods
ended March 31, 1994, June 30, 1994 and September 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, September 14, 1994, September 19, 1994
and October 26, 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.
1
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Item 4. Description of Securities.
Not Applicable.
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> 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 parentheses below, on file with the
SEC, are incorporated herein by reference as exhibits hereto.
Exhibit
Number
4-A AT&T 1987 Long Term Incentive Program as amended
July 17, 1989, (Exhibit (10)(iii)(A)2 to Form SE,
dated March 24, 1993, File No. 1-1105).
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.
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.
24 Power of Attorney executed by officers and
directors who signed this registration statement.
3
<PAGE> 5
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;
(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.
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(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.
5
<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 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 29th day of November, 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: #
#
Executive Vice President #
R. W. Miller and Chief Financial #
Officer #
###
#
# By (S. L. Prendergast)
# attorney-in-fact)*
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # November 29, 1994
#
Directors: #
#
R. E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
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
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
4-A AT&T 1987 Long Term Incentive Program as amended July 17,
1989, (Exhibit (10)(iii)(A)2 to Form SE, dated March 24,
1993, File No. 1-1105).
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.
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.
24 Power of Attorney executed by officers and directors who
signed this registration statement.
<PAGE> 1 Exhibit 5-A
November 29, 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 8 million common
shares (par value $1 per share) of the Company (the "Shares")
which may be offered and sold by the Company under the Stock
Option Plan of the AT&T 1987 Long Term Incentive Program (the
"Plan"), which Shares, under the terms of 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;
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.
In giving the foregoing opinion, I have relied on the
opinion of H. John Hokenson, General Attorney, AT&T Corp., to the
undersigned and the Company, dated today.
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
Vice President - Law
and Secretary
<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 methods of accounting for postretirement benefits,
postemployment benefits and income taxes in 1993, dated January
27, 1994 (notes 4, 21, and 22 are dated September 19, 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 and included in Form 8-K, dated October 26,
1994.
COOPERS & LYBRAND L.L.P.
New York, New York
November 29, 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 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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 16th day of November, 1994.
R. E. ALLEN
Chairman of the Board
and Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 7th day of November, 1994.
R. W. Miller
Executive Vice President and
Chief Financial Officer
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 10th day of November, 1994.
M. B. Tart
Vice President and
Controller
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 16th day of November, 1994.
M. Kathryn Eickhoff
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 9th day of November, 1994.
Walter Y. Elisha
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 16th day of November, 1994.
Philip M. Hawley
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 16th day of November, 1994.
Carla A. Hills
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 11th day of November, 1994.
Belton K. Johnson
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 16th day of November, 1994.
Donald F. McHenry
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 9th day of November, 1994.
Victor A. Pelson
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 14th day of November, 1994.
Donald S. Perkins
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 14th day of November, 1994.
Henry B. Schacht
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 16th day of November, 1994.
Michael I. Sovern
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 9th day of November, 1994.
Franklin A. Thomas
Director
<PAGE>
<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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 10th day of November, 1994.
Joseph D. Williams
Director
<PAGE>
<PAGE> 16
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 8 million common
shares to be offered under the AT&T 1987 Long Term Incentive
Program; 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 9th day of November, 1994.
Thomas H. Wyman
Director
