<PAGE> 1
Registration No. 33-52119-03
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
Post-Effective Amendment No. 3
on
FORM S-8
to
Form S-4
Registration Statement
Under
The Securities Act of 1933*
____________
AT&T Corp.
A New York I.R.S. Employer
Corporation No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
____________
MCCAW CELLULAR COMMUNICATIONS, INC.
Equity Purchase 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
____________
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF
SECURITIES PURSUANT TO THE PLAN: Promptly after the filing of
this Post-Effective Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such Form
S-4 Registration Statement pursuant to the procedure
described herein. See "INTRODUCTORY STATEMENT".
<PAGE> 2
INTRODUCTORY STATEMENT
AT&T Corp. ("AT&T") hereby amends its Registration Statement
on Form S-4 (No. 33-52119) (the "Form S-4"), by filing this
Post-Effective Amendment No. 3 on Form S-8 (the "Post-Effective
Amendment") relating to the sale of up to 8,103,440 shares of the
common stock, par value $1.00 per share, of AT&T ("AT&T Common
Stock") issuable upon the exercise of stock options granted under
the McCaw Cellular Communications, Inc. Equity Purchase Program
(the "Plan").
On September 19, 1994, Ridge Merger Corporation, a Delaware
Corporation and a wholly owned subsidiary of AT&T, was merged
into McCaw Cellular Communications, Inc., a Delaware Corporation
("McCaw"). As a result of such merger (the "Merger"), McCaw has
become a wholly owned subsidiary of AT&T and each outstanding
share (other than shares owned by AT&T, McCaw or any direct or
indirect wholly owned subsidiary of AT&T or McCaw) of common
stock, par value $.01 per share, of McCaw ("McCaw Common Stock"),
has been converted into one(1) share of common stock, par value
$1.00 per share, of AT&T. Pursuant to the Merger, each
outstanding option issued pursuant to the Plan will no longer be
exercisable for shares of McCaw Common Stock but, instead, will
constitute an option to acquire, on the same terms and conditions
as were applicable under such option, shares of AT&T Common Stock
in lieu of shares of McCaw Common Stock.
The designation of the Post-Effective Amendment as
Registration No. 33-52119-03 denotes that the Post-Effective
Amendment relates only to the shares of AT&T Common Stock
issuable upon exercise of stock options under the Plan and that
this is the third Post-Effective Amendment to the Form S-4 filed
with respect to such shares.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by AT&T with the
Securities and Exchange Commission ("SEC") and are incorporated
herein by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended
December 31, 1993;
(2) AT&T's Quarterly Report on Form 10-Q for the periods
ended March 31, 1994 and June 30, 1994; and
(3) AT&T's Current Reports on Form 8-K dated January 14,
1994, January 27, 1994, March 4, 1994, March 23, 1994,
April 5, 1994, August 16, 1993, as amended (filed April
19, 1994), April 22, 1994, August 16, 1993, as amended
(filed May 20, 1994), May 26, 1994, July 15, 1994,
August 16, 1993, as amended (filed August 23, 1994),
August 25, 1994 and September 14, 1994;
(4) The description of AT&T Common Stock contained in the
registration statement filed under the Securities
Exchange Act of 1934, as amended ("Exchange Act"),
including any amendment or report filed for the purpose
of updating such description.
All documents, filed subsequent to the date hereof by AT&T
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); PROVIDED,
HOWEVER, that the documents enumerated above or subsequently
filed by AT&T pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act in each year during which the offering made
hereby is in effect prior to the filing with the SEC of AT&T's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference herein or
be a part hereof from and after the filing of such Annual Report
on Form 10-K.
Any statement contained in an Incorporated Document or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not Applicable. 1
<PAGE> 4
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a
director or officer of a corporation is entitled, under specified
circumstances, to indemnification by the corporation against
reasonable expenses, including attorney's fees, incurred by
him/her in connection with the defense of a civil or criminal
proceeding to which he/she has been made, or threatened to be
made, a party by reason of the fact that he/she was such director
or officer. In certain circumstances, indemnity is provided
against judgments, fines and amounts paid in settlement. In
general, indemnification is available where the director or
officer acted in good faith, for a purpose he/she reasonably
believed to be in the best interests of the corporation.
Specific court approval is required in some cases. The foregoing
statement is subject to the detailed provisions of Sections 715,
717 and 721-725 of the New York Business Corporation Law ("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a
resolution of shareholders, (ii) a resolution of directors or
(iii) an agreement providing for such indemnification, to the
fullest extent permitted by applicable law, to provide
indemnification and to advance expenses to its directors and
officers in respect of claims, actions, suits or proceedings
based upon, arising from, relating to or by reason of the fact
that any such director or officer serves or served in such
capacity with AT&T or at the request of AT&T in any capacity with
any other enterprise.
AT&T has entered into contracts with its officers and
directors, pursuant to the provisions of BCL Section 721, by
which it will be obligated to indemnify such persons, to the
fullest extent permitted by the BCL, against expenses, fees,
judgments, fines and amounts paid in settlement in connection
with any present or future threatened, pending or completed
action, suit or proceeding based in any way upon or related to
the fact that such person was an officer or director of AT&T or,
at the request of AT&T, an officer, director or other partner,
agent, employee or trustee of another enterprise. The
contractual indemnification so provided will not extend to any
situation where a judgment or other final adjudication adverse to
such person establishes that his/her acts were committed in bad
faith or were the result of active and deliberate dishonesty or
that there inured to such person a financial profit or other
advantage.
2
<PAGE> 5
The directors and officers of AT&T are covered by insurance
policies indemnifying against certain liabilities, including
certain liabilities arising under the Securities Act of 1933
("1933 Act"), which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibits identified in parentheses below, on file with the
SEC, are incorporated herein by reference as exhibits hereto.
Exhibit
Number
4-A McCaw Cellular Communications, Inc. Second Amended
and Restated Equity Purchase Program.
4-B Restated Certificate of Incorporation of the
registrant filed January 10, 1989, Certificate of
Change to Restated Certificate of Incorporation
dated March 18, 1992, Certificate of Amendment to
Restated Certificate of Incorporation dated June
1, 1992, and Certificate of Amendment to the
Certificate of Incorporation dated April 20, 1994,
(Exhibit 4-B to Registration Statement No. 33-
53765).
5-A Opinion of Marilyn J. Wasser, Vice President - Law
and Secretary of the registrant, as to the
legality of the securities to be issued.
5-B Opinion of H. John Hokenson, General Attorney of
the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the
opinion of counsel filed as Exhibit 5-A.
23-C Consent of Arthur Andersen & Co.
23-D Consent of Ernst & Young LLP.
23-E Consent of H. John Hokenson is contained in the
opinion of counsel filed as Exhibit 5-B.
24 Power of Attorney executed by Vice President and
Controller who signed this Post-Effective
Amendment.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act; 3
<PAGE> 6
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to
such information in this registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
registration statement.
(2) The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication of such issue. 4
<PAGE> 7
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this post-effective
amendment on Form S-8 to the registration statement on Form S-4
(Registration No. 33-52119-03) and has duly caused this post-effective
amendment on Form S-8 to the registration statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in The
City of New York, State of New York, on the 19th day of September, 1994.
AT&T CORP.
By (S. L. Prendergast, Vice President and
Treasurer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this post-effective amendment on Form S-8 to the registration
statement on Form S-4 (Registration No. 33-52119-03) has been signed below
by the following persons in the capacities and on the date indicated.
Principal Executive Officer: #
#
R. E. Allen Chairman #
of the Board #
#
#
Principal Financial Officer: #
#
R. W. Miller Chief Financial #
Officer #
###
#
# By (S. L. Prendergast)
# attorney-in-fact)*
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # September 19, 1994
#
Directors: #
#
R. E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Donald F. McHenry #
Victor A. Pelson #
Donald S. Perkins #
Henry B. Schacht #
Michael I. Sovern #
Franklin A. Thomas # *by power of attorney
Joseph D. Williams #
Thomas H. Wyman #
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number
4-A McCaw Cellular Communications, Inc. Second Amended and
Restated Equity Purchase Program.
4-B Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Change to
Restated Certificate of Incorporation dated March 18,
1992, Certificate of Amendment to Restated Certificate
of Incorporation dated June 1, 1992, and Certificate of
Amendment to the Certificate of Incorporation dated
April 20, 1994, (Exhibit 4-B to Registration Statement
No. 33-53765).
5-A Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
5-B Opinion of H. John Hokenson, General Attorney of the
registrant, as to the legality of the securities to be
issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the opinion
of counsel filed as Exhibit 5-A.
23-C Consent of Arthur Andersen & Co.
23-D Consent of Ernst & Young LLP.
23-E Consent of H. John Hokenson is contained in the opinion
of counsel filed as Exhibit 5-B.
24 Power of Attorney executed by Vice President and
Controller who signed this Post-Effective Amendment.
<PAGE> 1 Exhibit 4-A
March 18, 1993
CONFORMED COPY*
SECOND AMENDED AND RESTATED
McCAW CELLULAR COMMUNICATIONS, INC.
EQUITY PURCHASE PROGRAM
McCAW CELLULAR COMMUNICATIONS, INC., a corporation organized
under the laws of the State of Delaware, hereby adopts this
Amended and Restated Equity Purchase Program. The purposes of
this Equity Purchase Program are as follows:
(1) To further the growth, development and financial
success of the Company by providing additional incentives to
certain of its Employees by assisting them to become owners of
capital stock of the Company and thus to benefit directly from
its growth, development and financial success.
(2) To enable the Company to obtain and retain the services
of the type of professional, technical and managerial employees
and other persons considered essential to the long-range success
of the Company by providing and offering them an opportunity to
become owners of capital stock of the Company by means of
issuances of restricted stock, stock appreciation rights and
options, including options that are intended to qualify as
"incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they
shall have the meaning specified below unless the context clearly
indicates to the contrary. The masculine pronoun shall include
the feminine and neuter and the singular shall include the
plural, where the context so indicates.
Section 1.1 - Board
"Board" shall mean the Board of Directors of the Company or
the Executive Committee thereof.
Section 1.2 - Code
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
_______________________________
* This document sets forth the Second Amended and Restated
Equity Purchase Program, which includes amendments adopted March
5, 1991, May 7, 1991, May 14, 1992 and March 3, 1993. This
Second Amended and Restated Equity Purchase Program was adopted
on May 1, 1990 and replaced in its entirety the Amended and
Restated Equity Purchase Program adopted on May 2, 1989 which
replaced in its entirety the original Equity Purchase Program
adopted August 14, 1987.<PAGE>
<PAGE> 2
Section 1.3 - Committee
"Committee" shall mean the Stock Option and Restricted Stock
Committee of the Board, appointed as provided in Section 9.1.
Section 1.4 - Company
"Company" shall mean McCaw Cellular Communications, Inc., a
Delaware corporation. In addition, "Company" shall mean any
corporation assuming, or issuing new employee stock options in
substitution for, Incentive Stock Options outstanding under the
Plan in a transaction to which Section 425(a) of the Code
applies.
Section 1.5 - Director
"Director" shall mean a member of the Board.
Section 1.6 - Employee
"Employee" shall mean any employee (as defined in accordance
with the Regulations and Revenue Rulings then applicable under
Section 3401(c) of the Code) of the Company, or of any
corporation which is then a Parent Corporation or Subsidiary,
whether such employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this
Plan.
Section 1.7 - Fair Market Value
"Fair Market Value" of a share of the Company's stock as of
a given date shall be: (i) the closing price of a share of the
Company's stock on the principal exchange on which shares of the
Company's stock are then trading, if any, on the day previous to
such date, or if shares were not traded on the day previous to
such dates, then on the next preceding trading day during which a
sale occurred; or (ii) if such stock is not traded on an exchange
but is quoted on NASDAQ or a successor quotation system, (l) the
last sales price (if the stock is then listed as a National
Market Issue under the NASD National Market System) or (2) the
mean between the closing representative bid and asked prices (in
all other cases) for the stock on the day previous to such date
as reported by NASDAQ or such successor quotation system; or
(iii) if such stock is not publicly traded on an exchange and not
quoted on NASDAQ or a successor quotation system, the mean
between the closing bid and asked prices for the stock, on the
day previous to such date, as determined in good faith by the
Committee; or (iv) if the company's stock is not publicly traded,
the fair market value established by the Committee acting in good
faith.
Section 1.8 - Incentive Stock Option
"Incentive Stock Option" shall mean an Option which
qualifies under Section 422 of the Code and which is designated
as an Incentive Stock Option by the Committee.
<PAGE> 3
Section 1.9 - Non-Qualified Option
"Non-Qualified Option" shall mean an Option which is not an
Incentive Stock Option and which is designated as a Non-Qualified
Option by the Committee.
Section 1.10 - Officer
"Officer" shall mean an officer of the Company, any Parent
Corporation or any Subsidiary.
Section 1.11 - Option
"Option" shall mean an option to purchase capital stock of
the Company, granted under the Plan. "Options" includes both
Incentive Stock Options and Non-Qualified Options.
Section 1.12 - Optionee
"Optionee" shall mean an Employee to whom an Option or Stock
Appreciation Right is granted under the Plan.
Section 1.13 - Parent Corporation
"Parent Corporation" shall mean any corporation in an
unbroken chain of corporations ending with the Company if each of
the corporations other than the Company then owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
Section 1.14 - Plan
"Plan" shall mean this Amended and Restated Equity Purchase
Program.
Section 1.15 - Restricted Stock
"Restricted Stock" shall mean capital stock of the Company
issued pursuant to Article VII of the Plan.
Section 1.16 - Restricted Stockholder
"Restricted Stockholder" shall mean a person to whom
Restricted Stock has been issued under the Plan.
Section 1.17 - Secretary
"Secretary" shall mean the Secretary of the Company. <PAGE>
<PAGE> 4
Section 1.18 - Securities Act
"Securities Act" shall mean the Securities Act of 1933, as
amended.
Section 1.19 - Special Committee
"Special Committee" shall mean the Special Committee,
appointed as provided in Section 9.4.
Section 1.20 - Stock Appreciation Right
"Stock Appreciation Right" shall mean a stock appreciation
right granted under the Plan.
Section 1.21 - Subsidiary
"Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken
chain then owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain. "Subsidiary" shall also mean any
partnership in which the Company and/or any Subsidiary owns more
than 50% of the capital or profits interests.
Section 1.22 - Termination of Employment
"Termination of Employment" shall mean the time when the
employee-employer relationship between the Optionee, holder of a
Stock Appreciation Right or Restricted Stockholder and the
Company, a Parent Corporation or a Subsidiary is terminated for
any reason, with or without cause, including, but not by way of
limitation, a termination by resignation, discharge, death or
retirement, but excluding terminations where there is a
simultaneous reemployment by the Company, a Parent Corporation or
a Subsidiary. The Committee, in its absolute discretion, shall
determine the effect of all other matters and questions relating
to Termination of Employment, including, but not by way of
limitation, the question of whether a Termination of Employment
resulted from a discharge for good cause, and all questions of
whether particular leaves of absence constitute Terminations of
Employment; provided, however, that, with respect to Incentive
Stock Options, a leave of absence shall constitute a Termination
of Employment if, and to the extent that, such leave of absence
interrupts employment for the purposes of Section 422(a)(2) of
the Code and the then applicable Regulations and Revenue Rulings
under said Section.
<PAGE>
<PAGE> 5
ARTICLE II
SHARES SUBJECT TO PLAN
Section 2.1 - Shares Subject to Plan
The shares of capital stock subject to Options or Stock
Appreciation Rights or issued as Restricted Stock shall be shares
of the Company's Class A common stock. The aggregate number of
such shares which may be issued upon exercise of Options or Stock
Appreciation Rights or as Restricted Stock shall not exceed
12,000,000.
Section 2.2 - Unexercised Options
If any Option expires or is cancelled without having been
fully exercised, the number of shares subject to such Option but
as to which such Option was not exercised prior to its expiration
or cancellation may again be utilized hereunder, subject to the
limitations of Section 2.1.
Section 2.3 - Exercised Stock Appreciation Rights
To the extent that a Stock Appreciation Right shall have
expired or been cancelled without having been fully exercised,
the number of shares subject to such Stock Appreciation Right but
as to which such Stock Appreciation Right was not exercised prior
to its expiration or cancellation, may again be utilized
hereunder, subject to the limitations of Section 2.1.
Section 2.4 - Forfeited Restricted Stock
Any shares of Restricted Stock forfeited to the Company
pursuant to the restrictions thereon may again be utilized
hereunder, subject to the limitations of Section 2.1.
Section 2.5 - Changes in Company's Shares
In the event that the outstanding shares of Class A common
stock of the Company are hereafter changed into or exchanged for
a different number or kind of shares or other securities of the
Company, or of another corporation, by reason of reorganization,
merger, consolidation, recapitalization, reclassification, or the
number of shares is increased or decreased by reason of a stock
split-up, stock dividend, combination of shares or any other
increase or decrease in the number of such shares of Class A
common stock effected without receipt of consideration by the
Company (provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been
"effected without receipt of consideration"), the Committee shall
make appropriate adjustments in the number and kind of shares for
the purchase of which Options may be granted, in the number and
kind of shares for which Stock Appreciation Rights may be granted
and in the number and kind of shares of Restricted Stock which
<PAGE> 6
may be issued including adjustments of the limitations in Section
2.1 on the maximum number and kind of shares which may be issued
on exercise of Options or Stock Appreciation Rights or as
Restricted Stock.
ARTICLE III
GRANTING OF OPTIONS
Section 3.1 - Eligibility
Any Employee of the Company or of any corporation which is
then a Parent Corporation or a Subsidiary shall be eligible to be
granted options, except as provided in Sections 3.2 and 9.4(a).
Section 3.2 - Qualification of Incentive Stock Options
No Incentive Stock Option shall be granted unless such
Option, when granted, qualifies as an "incentive stock option"
under Section 422 of the Code. No incentive stock option shall
be granted to an Employee of a subsidiary which is not a
corporation.
Section 3.3 - Granting of Options
(a) The Committee shall from time to time, in its absolute
discretion:
(i) Select from among the Employees (including
Employees to whom Options and/or Stock Appreciation
Rights have previously been granted and/or shares of
Restricted Stock have previously been issued under the
Plan) such of them as in its opinion should be granted
Options; and
(ii) Determine the number of shares to be
subject to such Options granted to such selected
Employees, and determine whether such Options are to be
Incentive Stock Options or Non-Qualified Options; and
(iii) Determine the terms and conditions of
such Options, consistent with the Plan.
(b) Upon the selection of an Employee to be granted an
Option, the Committee shall instruct the Secretary to issue such
Option and may impose such conditions on the grant of such Option
as it deems appropriate. Without limiting the generality of the
preceding sentence, the Committee may, in its discretion and on
such terms as it deems appropriate, require as a condition on the
grant of an Option to an Employee that the Employee surrender for
cancellation some or all of the unexercised Options which have
been previously granted to him. An Option the grant of which is
conditioned upon such surrender may have an option price lower
(or higher) than the option price of the surrendered Option, may
cover the same (or a lesser or greater) number of shares as the
surrendered Option, may contain such other terms as the Committee
<PAGE> 7
deems appropriate and shall be exercisable in accordance with its
terms, without regard to the number of shares, price, option
period or any other term or condition of the surrendered Option.
(c) Options, Stock Appreciation Rights and/or Restricted
Stock may not be granted to Employees who are then required to
file Forms 3, 4 and 5 pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended, except by the Special
Committee.
ARTICLE IV
TERMS OF OPTIONS
Section 4.1 - Option Agreement
Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an
authorized Officer of the Company and which shall contain such
terms and conditions as the Committee shall determine, consistent
with the Plan. Stock Option Agreements evidencing Incentive
Stock Options shall contain such terms and conditions as may be
necessary to qualify such Options as "incentive stock options"
under Section 422 of the Code.
Section 4.2 - Option Price
The price of the shares subject to each Option shall be set
by the Committee or Special Committee as appropriate; provided,
however, that the price per share shall be not less than 85% of
the fair market value of such shares on the date such Option is
granted; provided, further, that, in the case of an Incentive
Stock Option, the price per share shall not be less than 100% of
the fair market value of such shares on the date such Option is
granted or 110% of the fair market value of such shares on the
date such Option is granted in the case of an individual then
owning (within the meaning of Section 425(d) of the Code) more
than 10% of the total combined voting power of all classes of
stock of the Company, any Subsidiary or any Parent Corporation.
Section 4.3 - Commencement of Exercisability
(a) Except as the Committee may otherwise provide, no
Option may be exercised in whole or in part during the first year
after such Option is granted.
(b) Subject to the provisions of Sections 4.3(a), 4.3(c),
4.3(d) and 10.3, Options shall become exercisable at such times
and in such installments (which may be cumulative) as the terms
of each individual Option shall provide; provided, however, that
by a resolution adopted after an Option is granted the Committee
may, on such terms and conditions as it may determine to be
<PAGE> 8
appropriate and subject to Sections 4.3(a), 4.3(d) and 10.3,
accelerate the time at which such Option or any portion thereof
may be exercised.
(c) Except as the Committee may otherwise provide, no
portion of an Option which is unexercisable at Termination of
Employment shall thereafter become exercisable.
(d) Notwithstanding any other provision of this Plan, in
the case of an Incentive Stock Option, the aggregate fair market
value (determined at the time the Incentive Stock Option is
granted) of the shares of the Company's stock with respect to
which "incentive stock options" (within the meaning of Section
422 of the Code) are exercisable for the first time by the
Optionee during any calendar year (under the Plan and all other
incentive stock option plans of the Company, any Subsidiary and
any Parent Corporation) shall not exceed $100,000.
Section 4.4 - Expiration of Options
(a) No Option may be exercised to any extent by anyone
after the first to occur of the following events:
(i) In the case of an Incentive Stock Option, (1)
the expiration of ten years from the date the Option
was granted or (2) in the case of an Optionee owning
(within the meaning of Section 425(d) of the Code), at
the time the Option was granted, more than 10% of the
total combined voting power of all classes of stock of
the Company, any Subsidiary or any Parent Corporation,
the expiration of five years from the date the Option
was granted; or
(ii) In the case of a Non-Qualified Option,
the expiration of fifteen years from the date the
Option was granted; or
(iii) Except in the case of any Optionee who
is disabled (within the meaning of Section 22(e)(3) of
the Code), either the expiration of three months from
the date of the Optionee's Termination of Employment
for any reason other than such Optionee's death or the
expiration of seven months from the Termination of
Employment of an Optionee who is an Officer required to
file Forms 3, 4 and 5 pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended; or
(iv) In the case of an Optionee who is
disabled (within the meaning of Section 22(e)(3) of the
Code), the expiration of one year from the date of the
Optionee's Termination of Employment for any reason
other than such Optionee's death; or
(v) The expiration of one year from the date of
the Optionee's death.
<PAGE> 9
(b) Subject to the provisions of Section 4.4(a), the terms
of each individual Option shall provide when such Option expires
and becomes unexercisable; and (without limiting the generality
of the foregoing) the terms of individual Options may provide
that said Options expire immediately upon a Termination of
Employment for any reason. The Committee may, either by the
terms of any Option or by a resolution adopted after an Option is
granted, extend any of the periods set forth in sections
4.4(a)(iii), (iv) or (v) on such terms and conditions as it may
determine to be appropriate, provided however that in no event
shall such extension be for a term longer than the original term
of such Option.
Section 4.5 - Consideration to the Company
In consideration of the granting of the Option, the Optionee
shall agree, in the written Stock Option Agreement, to remain in
the employ of the Company, a Parent Corporation or a Subsidiary
for a period of at least one year after the Option is granted.
Section 4.6 - No Right to Continued Employment
Nothing in this Plan or in any Stock Option Agreement
hereunder shall confer upon any Optionee any right to continue in
the employ of the Company, any Parent Corporation or any
Subsidiary or shall interfere with or restrict in any way the
rights of the Company, its Parent Corporations and its
Subsidiaries, which are hereby expressly reserved, to terminate
or discharge any Optionee at any time for any reason whatsoever,
with or without cause.
Section 4.7 - Adjustments in Outstanding Options
In the event that the outstanding shares of the Company's
Class A common stock subject to Options are changed into or
exchanged for a different number or kind of shares of the Company
or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, or the number
of such shares is increased or decreased by reason of a stock
split-up, stock dividend, combination of shares or any other
increase or decrease in the number of such shares of Class A
common stock effected without receipt of consideration by the
Company (provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been
"effected without receipt of consideration"), the Committee shall
make an appropriate and equitable adjustment in the number and
kind of shares as to which all outstanding Options, or portions
thereof then unexercised, shall be exercisable. Such adjustments
shall be made with the intent that, after the change or exchange
of shares, the Optionee's proportionate interest shall be
maintained as before the occurrence of such event. Any
adjustment in an outstanding Option shall be made without change
in the total price applicable to the Option or the unexercised
portion of the Option (except for any change in the aggregate
price resulting from rounding-off of share quantities or prices)
and with any necessary corresponding adjustment in Option price
<PAGE> 10
per share; provided, however, that each such adjustment shall be
made in such a manner as not to constitute a "modification"
within the meaning of Section 425(h)(3) of the Code. Any such
adjustment made by the Committee shall be final and binding upon
all Optionees, the Company and all other interested persons.
In its absolute discretion, and on such terms and conditions
as it deems appropriate, the Committee may provide by the terms
of any Option that such Option cannot be exercised after the
merger or consolidation of the Company with or into another
corporation, the acquisition by another corporation or person of
all or substantially all of the Company's assets or 80% or more
of the Company's then outstanding voting stock or the liquidation
or dissolution of the Company; and if the Committee so provides,
it may, in its absolute discretion and on such terms and
conditions as it deems appropriate, also provide, either by the
terms of such Option or by a resolution adopted prior to the
occurrence of such merger, consolidation, acquisition,
liquidation or dissolution, that, for some period of time prior
to such event, such Option shall be exercisable as to all shares
covered thereby, notwithstanding anything to the contrary in
Section 4.3(a), Section 4.3(b) and/or any installment provisions
of such Option, but subject to Section 4.3(d).
ARTICLE V
EXERCISE OF OPTIONS
Section 5.1 - Person Eligible to Exercise
During the lifetime of the Optionee, only he may exercise an
Option granted to him, or any portion thereof. After the death
of the Optionee, any exercisable portion of an Option may, prior
to the time when such portion becomes unexercisable under Section
4.4 or Section 4.7, be exercised by his personal representative
or by any person empowered to do so under the deceased Optionee's
will or under the then applicable laws of descent and
distribution.
Section 5.2 - Partial Exercise
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes
unexercisable under Section 4.4 or Section 4.7, such Option or
portion thereof may be exercised in whole or in part; provided,
however, that the Company shall not be required to issue
fractional shares and the Committee may, by the terms of the
Option, require any partial exercise to be with respect to a
specified minimum number of shares.
Section 5.3 - Manner of Exercise
An exercisable Option, or any exercisable portion thereof,
may be exercised solely by delivery to the Secretary or his
office of all of the following prior to the time when such Option
or such portion becomes unexercisable under Section 4.4 or
<PAGE> 11
Section 4.7:
(a) Notice in writing signed by the Optionee or other
person then entitled to exercise such Option or portion, stating
that such Option or portion is exercised, such notice complying
with all applicable rules established by the Committee; and
(b) (i) Full payment (in cash or by check) for the
shares with respect to which such Option or portion is
thereby exercised; or
(ii) Subject to the Committee's consent, full
payment by delivery to the Company of shares of the
Company's Class A or Class B common stock owned by the
Optionee duly endorsed for transfer to the Company by
Optionee or other person then entitled to exercise such
Option or portion, with a Fair Market Value equal to
the Option price of shares with respect to which such
Option or portion is thereby exercised; or
(iii) Subject to the Committee's consent, a
full recourse promissory note bearing interest (at
least at such rate as shall then preclude the
imputation of interest under the Code or any successor
provision) and payable upon such terms as may be
prescribed by the Committee. The Committee may also
prescribe the form of such note and the security to be
given for such note. No Option may, however, be
exercised by delivery of a promissory note or by loan
from the Company when or where such loan or other
extension of credit is prohibited by law; or
(iv) Subject to the Committee's consent, any
combination of the considerations provided for in the
foregoing subsections (i), (ii) and (iii); and
(c) On or prior to the date the same is required to be
withheld:
(i) Full payment (in cash or by check) of any
amount that must be withheld by the Company for
federal, state and/or local tax purposes; or
(ii) Subject to the Committee's consent, full
payment by delivery to the Company of shares of the
Company's Class A or Class B common stock owned by
Optionee duly endorsed for transfer to the Company by
Optionee or other person then entitled to exercise such
Option or portion with an aggregate Fair Market Value
equal to the amount that must be withheld by the
Company for federal, state and/or local tax purposes;
or
(iii) Subject to the Committee's consent, full
payment by retention by the Company of shares of the
Company's Class A common stock to be issued pursuant to
<PAGE> 12
such Option exercise with an aggregate Fair Market Value
equal to the amount that must be withheld by the Company for
federal, state and/or local tax purposes; or
(iv) Subject to the Committee's consent, any
combination of payments provided for in the foregoing
subsections (i), (ii) or (iii);
provided that if the Optionee is an Officer who is required to
file Forms 3, 4 and 5 pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended, then if and to the extent
required by Rule 16b-3 thereunder, an election to make full
payment by the means described in Section 5.3(c)(iii) shall be
made more than six months after grant of the Option and either
(x) made and the Option exercised only during the period
beginning on the third business day following the date of release
of quarterly or annual summary statements of sales and earnings
of the Company and ending on the twelfth business day following
such date, or (y) irrevocably made more than six months prior to
the date the amount of tax to be withheld is determined; and
(d) Such representations and documents as the Committee, in
its absolute discretion, deems necessary or advisable to effect
compliance with ali applicable provisions of the Securities Act
and any other federal or state securities laws or regulations.
The Committee may, in its absolute discretion, also take whatever
additional actions it deems appropriate to effect such compliance
including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents
and registrars; and
(e) In the event that the Option or portion thereof shall
be exercised pursuant to Section 5.1 by any person or persons
other than the Optionee, appropriate proof of the right of such
person or persons to exercise the Option or portion thereof.
Section 5.4 - Conditions to Issuance of Stock Certificates
The shares of stock issuable and deliverable upon the
exercise of an Option, or any portion thereof, may be either
previously authorized but unissued shares or issued shares which
have then been reacquired by the Company. The Company shall not
be required to issue or deliver any certificate or certificates
for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other
qualification of such shares under any state or federal law or
under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, which the
Committee shall, in its absolute discretion, deem necessary or
advisable; and
<PAGE> 13
(c) The obtaining of any approval or other clearance from
any state or federal governmental agency which the Committee
shall, in its absolute discretion, determine to be necessary or
advisable; and
(d) The lapse of such reasonable period of time following
the exercise of the Option as the Committee may establish from
time to time for reasons of administrative convenience.
Section 5.5 - Rights as Shareholders
The holders of Options shall not be, nor have any of the
rights or privileges of, shareholders of the Company in respect
of any shares purchasable upon the exercise of any part of an
Option unless and until certificates representing such shares
have been issued by the Company to such holders.
Section 5.6 - Transfer Restrictions
The Committee, in its absolute discretion, may impose such
restrictions on the transferability of the shares purchasable
upon the exercise of an Option as it deems appropriate. Any such
restriction shall be set forth in the respective Stock Option
Agreement and may be referred to on the certificates evidencing
such shares. The Committee may require the Employee to give the
Company prompt notice of any disposition of shares of stock,
acquired by exercise of an Incentive Stock Option, within two
years from the date of granting such Option or one year after the
transfer of such shares to such Employee. The Committee may
direct that the certificates evidencing shares acquired by
exercise of an Option refer to such requirement to give prompt
notice of disposition.
ARTICLE VI
STOCK APPRECIATION RIGHTS
Section 6.1 - Eligibility
Any Employee of the Company or of any corporation which is
then a Parent Corporation or a Subsidiary shall be eligible to be
granted a Stock Appreciation Right, except as provided in Section
9.4(a).
Section 6.2 - Granting of Stock Appreciation Right
(a) The Special Committee shall from time to time, in its
absolute discretion:
(i) Select from among the Employees (including
Employees to whom Options and/or Stock Appreciation
Rights have previously been granted and/or shares of
Restricted Stock have previously been issued under the
Plan) such of them as in its opinion should be granted
Stock Appreciation Rights; and
<PAGE> 14
(ii) Determine the number of shares to be
subject to such Stock Appreciation Rights granted to
such selected Employees; and
(iii) Determine the terms and conditions of
such Stock Appreciation Rights, consistent with the
Plan.
(b) Upon the selection of an Employee to be granted a Stock
Appreciation Right, the Special Committee shall instruct the
Secretary to issue such Stock Appreciation Right and may impose
such conditions on the grant of such Stock Appreciation Right as
it deems appropriate. Without limiting the generality of the
preceding sentence, the Special Committee may, in its discretion
and on such terms as it deems appropriate, require as a condition
on the grant of a Stock Appreciation Right to an Employee that
the Employee surrender for cancellation some or all of the
unexercised Stock Appreciation Rights which have been previously
granted to him.
Section 6.3 - Stock Appreciation Right Agreement
Each Stock Appreciation Right shall be evidenced by a
written Stock Appreciation Right Agreement, which shall be
executed by the holder of the Stock Appreciation Right and an
authorized Officer and which shall contain such terms and
conditions as the Special Committee shall determine, consistent
with the Plan.
Section 6.4 - Base Price of Stock Appreciation Right
Except as the Special Committee may otherwise provide, the
base price of a share subject to a Stock Appreciation Right shall
be the Fair Market Value of the Company's Class A common stock
valued as of the date of the grant of the Stock Appreciation
Right.
Section 6.5 - Commencement of Exercisability
A Stock Appreciation Right shall become exercisable at such
times as the terms of each grant of a Stock Appreciation Right
shall provide; provided, however, that:
(a) Except as the Special Committee may otherwise provide,
no Stock Appreciation Right may be exercised in whole or in part
during the first year after such Stock Appreciation Right is
granted.
(b) The Stock Appreciation Right shall not become
exercisable for cash for six months after the date it is granted
except, in the case of a holder of a Stock Appreciation Right who
is an Officer or Employee of the Company, a Parent Corporation or
a Subsidiary, in the event of the death or disability of the
holder of the Stock Appreciation Right (as defined in Section
22(e)(3) of the Code).
<PAGE> 15
(c) The Stock Appreciation Right shall be exercisable for
cash only during the periods beginning on the third business day
after, and ending on the twelfth business day after, the
Company's public release of its quarterly or annual sales and
earnings.
(d) In the case of a holder of a Stock Appreciation Right
who is an Officer or Employee of the Company, a Parent
Corporation or a Subsidiary, the Stock Appreciation Right shall
not be exercisable after Termination of Employment except to the
extent approved by the Special Committee.
Section 6.6 - Expiration of Stock Appreciation Rights
(a) No Stock Appreciation Right may be exercised to any
extent by anyone after the first to occur of the following
events:
(i) The expiration of fifteen years from the date
the Stock Appreciation Right was granted; or
(ii) Except in the case of any holder of a
Stock Appreciation Right who is disabled (within the
meaning of Section 22(e)(3) of the Code), the
expiration of three months from the date of the
Termination of Employment of the holder of the Stock
Appreciation Right for any reason other than the death
of the holder of the Stock Appreciation Right unless
the holder of the Stock Appreciation Right dies within
said three-month period; or
(iii) In the case of a holder of a Stock
Appreciation Right who is disabled (within the meaning
of Section 22(e)(3) of the Code), the expiration of one
year from the date of the Termination of Employment of
the holder of the Stock Appreciation Right for any
reason other than the death of the holder of a Stock
Appreciation Right unless the holder of the Stock
Appreciation Right dies within said one-year period; or
(iv) The expiration of one year from the date
of the death of the holder of a Stock Appreciation
Right.
(b) Subject to the provisions of Section 6.6(a), the terms
of each individual Stock Appreciation Right shall provide when
such Stock Appreciation Right expires and becomes unexercisable;
and (without limiting the generality of the foregoing) the terms
of an individual Stock Appreciation Right may provide that said
Stock Appreciation Right expire immediately upon a Termination of
Employment for any reason.
<PAGE> 16
Section 6.7 - Consideration to the Company
In consideration of the granting of a Stock Appreciation
Right by the Company, the holder of a Stock Appreciation Right
shall agree in the written Stock Appreciation Right Agreement to
remain in the employ of the Company, a Parent Corporation or a
Subsidiary for a period of at least one year after the stock
Appreciation Right is granted.
Section 6.8 - No Right to Continued Employment
Nothing in this Plan or in any Stock Appreciation Right
Agreement shall confer upon the holder of a Stock Appreciation
Right any right to continue in the employ of the Company, any
Parent Corporation or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company, its Parent
Corporations and its Subsidiaries, which are hereby expressly
reserved, to terminate or discharge any holder of a Stock
Appreciation Right at any time for any reason whatsoever, with or
without cause.
Section 6.9 - Adjustments in Stock Appreciation Right
In the event that the outstanding shares of the Company's
Class A common stock subject to a Stock Appreciation Right are
changed into or exchanged for a different number or kind of
shares of the Company or other securities of the Company by
reason of merger, consolidation, recapitalization,
reclassification, or the number of such shares is increased or
decreased by reason of a stock split-up, stock dividend,
combination of shares, or any other increase or decrease in the
number of such shares of Class A common stock effected without
receipt of consideration by the Company (provided, however, that
the conversion of any convertible securities of the Company shall
not be deemed to have been "effected without receipt of
consideration"), the Special Committee shall make an appropriate
and equitable adjustment in the number and kind of shares as to
which the Stock Appreciation Right, or portions thereof then
unexercised, shall be exercisable. Such adjustments shall be
made with the intent that, after the change or exchange of
shares, the proportionate interest of a holder of a Stock
Appreciation Right shall be maintained as before the occurrence
of such event. Any adjustment in the per share base price of the
Stock Appreciation Right shall be made without change to the
total price applicable to the unexercised portion of the Stock
Appreciation Right (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices). Any
such adjustment made by the Special Committee shall be final and
binding upon the holder of a Stock Appreciation Right, the
Company and all other interested persons.
<PAGE> 17
Section 6.10 - Exercise of a Stock Appreciation Right Upon Merger
or Consolidation
In its absolute discretion, and on such terms and conditions
as it deems appropriate, the Special Committee may provide by the
terms of any Stock Appreciation Right that such Stock
Appreciation Right may not be exercised to any extent by anyone
after the effective date of either the merger or consolidation of
the Company with or into another corporation, the acquisition by
another corporation or person of eighty percent (80%) or more of
the Company's then outstanding voting stock or the liquidation or
dissolution of the Company, and, if the Special Committee so
provides, it may, in its absolute discretion and on such terms
and conditions as it deems appropriate, also provide either by
the terms of such Stock Appreciation Right or by a resolution
adopted prior to the occurrence of such merger, consolidation,
acquisition, liquidation or dissolution, that, for some period of
time prior to such event, such Stock Appreciation Right shall be
exercisable, notwithstanding that the Stock Appreciation Right
may not yet have become fully exercisable under Section 6.5.
Section 6.11 - Person Eligible to Exercise
During the lifetime of a holder of a Stock Appreciation
Right, only he may exercise a Stock Appreciation Right granted to
him, or any portion thereof. After the death of the holder of a
Stock Appreciation Right, any exercisable portion of a Stock
Appreciation Right may, prior to the time when such portion
becomes unexercisable under Section 6.6, be exercised by his
personal representative or by any person empowered to do so under
the deceased holder's will or under the then applicable laws of
descent and distribution.
<PAGE>
<PAGE> 18
Section 6.12 - Partial Exercise
Any exercisable portion of the Stock Appreciation Right or
the entire Stock Appreciation Right, if then wholly exercisable,
may be exercised in whole or in part at any time prior to the
time when the Stock Appreciation Right or portion thereof becomes
unexercisable under Section 6.6.
Section 6.13 - Manner of Exercise
(a) The Stock Appreciation Right, or any exercisable
portion hereof, may be exercised solely by delivery to the
Secretary or his office of a written notice, complying with the
applicable rules established by the Special Committee, stating
that the Stock Appreciation Right or portion is thereby
exercised. The notice shall be signed by the holder of the Stock
Appreciation Right or such other person then entitled to exercise
the Stock Appreciation Right.
(b) Upon exercise of the Stock Appreciation Right, the
holder of the Stock Appreciation Right shall receive a payment in
an amount determined by multiplying:
(i) The difference obtained by subtracting the
per share base price of the Stock Appreciation Right
from the Fair Market Value per share of the Company's
Class A common stock on the date the Stock Appreciation
Right is exercised; by
(ii) The number of shares with respect to
which the Stock Appreciation Right is being exercised.
Payment of the amount determined in this subsection (b) shall be
made, in the sole discretion of the Special Committee, in cash,
in the Company's Class A common stock valued at its Fair Market
Value on the date the Stock Appreciation Right is exercised, or
in a combination of both. Shares of Class A common stock shall
be issuable upon the conditions set forth in Section 5.4.
Section 6.14 - Rights as Shareholder
The holder of the Stock Appreciation Right shall not be, nor
have any of the rights or privileges of, a shareholder of the
Company in respect of any shares the appreciation value of which
is payable upon the exercise of any part of the Stock
Appreciation Right or to which he may become entitled upon
exercise of the Stock Appreciation Right unless and until, and
then only to the extent that, certificates representing such
shares shall have been issued by the Company to such holder.
Section 6.15 - Withholding
(a) If the payment under Section 6.13(b) is to made in
cash, the Special Committee may require the withholding of the
amounts otherwise payable to a holder of a Stock Appreciation
<PAGE> 19
Right upon exercise of the Stock Appreciation Right pursuant to
federal, state and/or local income tax laws and regulations.
(b) In the event that shares of Company stock are to be
issued to a holder of a Stock Appreciation Right under Section
6.13 upon exercise of a Stock Appreciation Right, the Company's
obligation to issue any such shares is expressly conditioned upon
receipt from the holder of a Stock Appreciation Right, on or
prior to the date the same is required to be withheld, of funds
sufficient to comply with any applicable federal or state tax
withholding requirements.
Section 6.16 - Granting of Stock Appreciation Right Linked to
Option
Notwithstanding anything to the contrary contained herein, a
Stock Appreciation Right may also be granted to any Employee who
actually receives a grant of an Option under the Plan. Such a
Stock Appreciation Right may be granted in connection and
simultaneously with the grant of an Option or with respect to a
previously granted Option, and shall be subject to such terms and
conditions not inconsistent with the Plan as the Special
Committee shall impose, including the following:
(a) A Stock Appreciation Right linked to an Option shall be
related to a particular Option and shall be exercisable only to
the extent the related Option is exercisable.
(b) A Stock Appreciation Right linked to an Option shall be
granted to the Optionee to the maximum extent of 100% of the
number of shares subject to the simultaneously or previously
granted Option.
(c) A Stock Appreciation Right linked to an Option shall
entitle the Optionee (or other person entitled to exercise the
Option pursuant to Section 5.1) to surrender unexercised a
portion of the Option to which the Stock Appreciation Right
relates to the Company and to receive from the Company in
exchange therefor an amount, payable in cash or, in the
discretion of the Special Committee, shares of the Company's
Class A common stock.
ARTICLE VII
ISSUANCE OF RESTRICTED STOCK
Section 7.1 - Eligibility
Any Employee of the Company or of any corporation which is
then a Parent Corporation or a Subsidiary shall be eligible to be
issued Restricted Stock except as provided in Section 9.4(a).
Section 7.2 - Issuance of Restricted Stock
(a) The Committee shall from time to time, in its absolute
discretion:
<PAGE> 20
(i) Select from among Employees (including
Employees to whom Options and/or Stock Appreciation
Rights have previously been granted and/or shares of
Restricted Stock have previously been issued) such of
them as in its opinion should be issued Restricted
Stock; and
(ii) Determine the number of shares of
Restricted Stock to be issued to such selected
Employees; and
(iii) Determine the purchase price and other
terms and conditions applicable to such Restricted
Stock, consistent with the Plan.
(b) Shares issued as Restricted Stock may be either
previously authorized but unissued shares or issued shares which
have been acquired by the Company. The Committee shall establish
the purchase price (if any) and form of payment for Restricted
Stock. In all cases legal consideration shall be required for
each issuance of Restricted Stock.
(c) Upon the selection of an Employee to be issued
Restricted Stock, the Committee shall instruct the Secretary to
issue such Restricted Stock and may impose such conditions on the
issuance of such Restricted Stock as it deems appropriate. On
and after the date on which the Company first has an equity
security registered under Section 12 of the Securities Exchange
Act of 1934, as amended, Restricted Stock may not be issued by
the Committee to Employees who are then Directors of the Company
unless such issuance has been recommended by the Special
Committee. Such recommendation shall be in writing and shall
specify the Directors to whom such issuance is recommended, the
recommended number of shares of Restricted Stock to be issued and
the purchase price and other terms and conditions applicable to
such Restricted Stock, consistent with the Plan.
ARTICLE VIII
TERMS OF RESTRICTED STOCK
Section 8.1 - Restricted Stock Agreement
Restricted Stock shall be issued only pursuant to a written
Restricted Stock Agreement, which shall be executed by the
Restricted Stockholder and an authorized Officer of the Company
and which shall contain such terms and conditions as the
Committee shall determine, consistent with the Plan.
Section 8.2 - Consideration to the Company
The price for the issuance of the Restricted Stock, if any,
shall be set by the Committee. As consideration, in addition to
payment of the purchase price (if any), for the issuance of the
Restricted Stock, the Restricted Stockholder shall agree, in the
<PAGE> 21
written Restricted Stock Agreement, to remain in the employ of
the Company, a Parent Corporation or a Subsidiary for a period at
least one year after the Restricted Stock is issued.
Section 8.3 - Rights as Shareholders
Upon delivery of the shares of Restricted Stock to the
escrow holder pursuant to Section 8.8, the Restricted Stockholder
shall have all the rights of a stockholder with respect to said
shares, subject to the restrictions in his Restricted Stock
Agreement, including the right to vote the shares and to receive
all dividends or other distributions paid or made with respect to
the shares.
Section 8.4 - Restrictions
All shares of Restricted Stock issued under this Plan
(including any shares received by holders thereof as a result of
stock dividends, stock splits or any other forms of
recapitalization) shall be subject to such restrictions as the
Committee shall provide in the terms of each individual
Restricted Stock Agreement; provided, however, that by a
resolution adopted after the Restricted Stock is issued, the
Committee may, on such terms and conditions as it may determine
to be appropriate and subject to Section 10.3, remove any or all
of the restrictions imposed by the terms of the Restricted Stock
Agreement. All restrictions imposed pursuant to this Section 8.4
shall expire within ten years of the date of issuance.
Restricted Stock may not be sold or encumbered until all
restrictions are terminated or expire.
Section 8.5 - Forfeiture of Restricted Stock
The Committee shall provide in the terms of each individual
Restricted Stock Agreement that the Restricted Stock then subject
to restrictions under the Restricted Stock Agreement be forfeited
by the Restricted Stockholder back to the Company immediately
upon a Termination of Employment for any reason; provided,
however, that provision may be made that no such forfeiture shall
occur in the event of a Termination of Employment because of the
Employee's normal retirement, death, total disability or early
retirement with the consent of the Board.
Section 8.6 - Merger, Consolidation, Acquisition, Liquidation or
Dissolution
Upon the merger or consolidation of the Company with or into
another corporation, the acquisition by another corporation or
person of all or substantially all of the Company's assets or 80%
or more of the Company's then outstanding voting stock or the
liquidation of the Company, the Committee may determine, at its
sole discretion, that the restrictions imposed under the
Restricted Stock Agreement upon Come or all shares of Restricted
Stock shall immediately expire and/or that some or all of such
shares shall cease to be subject to forfeiture under Section 8.5.
<PAGE>
<PAGE> 22
Section 8.7 - No Right to Continued Employment
Nothing in this Plan or in any Restricted Stock Agreement
hereunder shall confer upon any Restricted Stockholder any right
to continue in the employ of the Company, any Parent Corporation
or any Subsidiary or shall interfere with or restrict in any way
the rights of the Company, its Parent Corporations and its
Subsidiaries, which are hereby expressly reserved, to terminate
or discharge any Restricted Stockholder at any time for any
reason whatsoever, with or without cause.
Section 8.8 - Escrow
The Secretary or such other escrow holder as the Committee
may appoint shall retain physical custody of the certificates
representing Restricted Stock until all of the restrictions
imposed under the Restricted Stock Agreement expire or shall have
been removed; provided, however, that in no event shall any
Restricted Stockholder retain physical custody of any
certificates representing Restricted Stock issued to him.
Section 8.9 - Legend
In order to enforce the restrictions imposed upon shares of
Restricted Stock hereunder, the Committee shall cause a legend or
legends to be placed on certificates representing all shares of
Restricted Stock that are still subject to restrictions under
Restricted Stock Agreements, which legend or legends shall make
appropriate reference to the conditions imposed thereby.
ARTICLE IX
ADMINISTRATION
Section 9.1 - Stock Option and Restricted Stock Committee
The Stock Option and Restricted Stock Committee shall
consist of at least three Directors, appointed by the Board and
holding office during the pleasure of the Board. All Committee
members shall be Directors. Appointment of Committee members
shall be effective upon acceptance of appointment. Committee
members may resign at any time by delivering written notice to
the Board. Vacancies in the Committee shall be filled by the
Board.
Section 9.2 - Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions.
The Committee shall have the power to interpret the Plan, the
Options and the Restricted Stock and to adopt such rules for the
administration, interpretation and application of the Plan as are
consistent therewith and to interpret, amend or revoke any such
rules. Any such interpretations and rules in regard to Incentive
Stock Options shall be consistent with the basic purpose of the
Plan to grant "incentive stock options" within the meaning of
<PAGE> 23
Section 422 of the Code. In its absolute discretion, the Board
may at any time and from time to time exercise any and all rights
and duties of the Committee under the Plan.
Section 9.3 - Majority Rule
The Committee and Special Committee shall act by a majority
of its members in office. The Committee and Special Committee
may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee or
Special Committee, as the case may be.
Section 9.4 - Special Committee
(a) The Special Committee shall consist of at least two
directors, appointed by the Board and holding office during the
pleasure of the Board. No Options or Stock Appreciation Rights
may be granted and no Restricted Stock may be issued to any
member of the Special Committee during the term of his membership
on the Special Committee. The Special Committee shall conduct
the administration of the Stock Appreciation Rights, and may
adopt such rules for the administration, interpretation and
application of such Stock Appreciation Rights as are consistent
with the Plan, and may interpret, amend or revoke any such rules.
No person shall be eligible to serve on the Special Committee
unless he is then a "disinterested person" within the meaning of
paragraph (d)(3) of Rule 16b-3 hich has been adopted by the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, if and as such Rule is then in effect.
(b) Members of the Special Committee may also serve as
members of the Stock Option and Restricted Stock Committee.
(c) Appointment of Special Committee members shall be
effective upon acceptance of appointment. Special Committee
members may resign at any time by delivering written notice to
the Board. Vacancies in the Special Committee shall be filled by
the Board.
Section 9.5 - Compensation; Professional Assistance; Good Faith
Actions
Members of the Committee or the Special Committee shall
receive such compensation for their services as members as may be
determined by the Board. All expenses and liabilities incurred
by members of the Committee or the Special Committee in
connection with the administration of the Plan shall be borne by
the Company. The Committee and the Special Committee may, with
the approval of the Board, employ attorneys, consultants,
accountants, appraisers, brokers or other persons. The
Committee, the Special Committee, the Company and its Officers
and Directors shall be entitled to rely upon the advice, opinions
or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee or the
Special Committee in good faith shall be final and binding upon
all Optionees, Restricted Stockholders, holders of Stock
<PAGE> 24
Appreciation Rights, the Company and all other interested
persons. No member of the Committee or the Special Committee
shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, the
Options, the Stock Appreciation Rights or the Restricted Stock,
and all members of the Committee and the Special Committee shall
be fully protected by the Company in respect to any such action,
determination or interpretation.
ARTICLE X
OTHER PROVISIONS
Section 10.1 - Options, Stock Appreciation Rights and Restricted
Stock Not Transferable
No Option or Stock Appreciation Right or Restricted Stock or
interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Optionee, Restricted
Stockholder, holder of Stock Appreciation Rights or successors in
interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including
bankruptcy), and any attempted disposition thereof shall be null
and void and of no effect; provided, however, that nothing in
this Section 10.1 shall prevent transfers by will or by the
applicable laws of descent and distribution.
Section 10.2 - Holding Period
Except as the Committee or Special Committee may otherwise
determine, shares of Class A common stock acquired upon exercise
of an Option or Stock Appreciation Right or upon the award of
Restricted Stock may not be sold by persons subject to Section 16
of the Exchange Act until six months after the date the Option or
Stock Appreciation RIght was granted or the Restricted Stock was
awarded.
Section 10.3 - Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to
time by the Board or the Committee without obtaining approval
from the Company's shareholders except as such shareholder
approval may be required pursuant to Rule 16b-3 under Section 16
of the Securities Exchange Act of 1934. Neither the amendment,
suspension nor termination of the Plan shall, without the consent
of the holder of the Option or Stock Appreciation Right or the
Restricted Stockholder, alter or impair any rights or obligations
under any Option or Stock Appreciation Right theretofore granted
or Restricted Stock theretofore issued. No Option or Stock
Appreciation Right may be granted and no Restricted Stock may be
issued during any period of suspension nor after termination of
the Plan, and in no event may any Option or Stock Appreciation
<PAGE> 25
Right be granted or any Restricted Stock issued under this Plan
after the first to occur of the following events:
(a) The expiration of ten years from the date the Plan is
adopted by the Board; or
(b) The expiration of ten years from the date the Plan is
approved by the Company's stockholders under Section 10.3.
Section 10.4 - Approval of Plan by Stockholders
This Amended and Restated Plan will be submitted for the
approval of the Company's stockholders within 12 months after the
date of the Board's initial adoption of this Amended and Restated
Plan. Options or Stock Appreciation Rights granted and
Restricted Stock issued following the amendment and restatement
of the Plan but prior to such stockholder approval shall not be
exercisable and such Restricted Stock shall not vest prior to the
time when the Plan is approved by the stockholders; provided,
that if such approval has not been obtained at the end of said
12-month period, all Options or Stock Appreciation Rights granted
and all Restricted Stock issued during such time period under the
Plan shall thereupon be cancelled and become null and void.
Section 10.5 - Effect of Plan Upon Other Option and Compensation
Plans
The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Company, any
Parent Corporation or any Subsidiary. Nothing in this Plan shall
be construed to limit the right of the Company, any Parent
Corporation or any Subsidiary (a) to establish any other forms of
incentives or compensation for employees of the Company, any
Parent Corporation or any Subsidiary or (b) to grant or assume
options or stock appreciation rights or to issue restricted or
unrestricted stock otherwise than under this Plan in connection
with any proper corporate purpose, including, but not by way of
limitation, the grant or assumption of options or stock
appreciation rights or the issuance of restricted or unrestricted
stock in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or
assets of any corporation, firm or association.
Section 10.6 - Titles
Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of the
Plan.
* * * *
<PAGE>
<PAGE> 26
I hereby certify that the foregoing Plan was duly adopted by
the Board of Directors of McCaw Cellular Communications, Inc. on
_________________ , 1991.
Executed on this ________ day of ________________________ ,
1991.
______________________________
____________________
Secretary
Corporate Seal
* * * *
I hereby certify that the foregoing Plan was duly approved
by the stockholders of McCaw Cellular Communications, Inc. on
_____________________ , 1991.
Executed on this ________ day of _________________________ ,
1991.
______________________________
____________________
Secretary
Corporate Seal
<PAGE> 27
McCAW CELLULAR COMMUNICATIONS, INC.
Consent in Lieu of Meeting of
Compensation Committee
The undersigned, being all of the members of the Compensation
Committee of the Board of Directors of McCaw Cellular Communications, Inc.,
a Delaware corporation (the "Company"), by this instrument in lieu of a
meeting of the Compensation Committee, hereby consent to the adoption of
the following resolutions, which resolutions will be deemed adopted when
all of the committee members have signed this consent, and waive any
notices required by law with respect thereto:
EXCHANGE AND ASSUMPTION OF STOCK OPTIONS
WHEREAS, upon the consummation of the transactions contemplated by
that certain Agreement and Plan of Merger dated August 16, 1993 (the
"Merger Agreement") among AT&T Corp. (formerly American Telephone and
Telegraph Company, "AT&T"), Ridge Merger Corporation and the Company,
the outstanding shares of the Company's Class A Common Stock and Class
B Common Stock (collectively, the "Shares") shall be exchanged for
shares of common stock of AT&T; and
WHEREAS, Section 4.1(e) of the Merger Agreement provides for the
assumption by AT&T of each outstanding option to purchase Shares
issued pursuant to the Company's stock option plans, whether or not
vested or exercisable; and
WHEREAS, pursuant to the provisions of Section 10.3 of the Second
Amended and Restated McCaw Cellular Communications, Inc. Equity
Purchase Program, Section 8.3 of the Amended and Restated McCaw
Cellular Communications, Inc. 1987 Stock Option Plan, and Section 8.3
of the Amended and Restated McCaw Cellular Communications, Inc. 1983
Non-Qualified Stock Option Plan (such plans being collectively, the
"Option Plans"), this Committee is authorized to amend the Option
Plans; and
WHEREAS, unless otherwise defined herein, defined terms used herein
shall have the meanings given to them in the Merger Agreement; be it
RESOLVED, that at the Effective Time and as provided in the Merger
Agreement all references in the Option Plans to the Shares shall be
replaced with references to shares of the common stock of AT&T and all
references in the Option Plans to Options to acquire Shares shall be
replaced with references to options to acquire shares of the common
stock of AT&T.
<PAGE> 28
RESOLVED FURTHER, that after the Effective Time, the administrators to
the Option Plans shall make no further grants of options under the
Option Plans.
RESOLVED FURTHER, that if the transactions contemplated by the Merger
Agreement are not consummated in accordance with their terms or if the
Merger Agreement is otherwise terminated, these resolutions shall be
considered rescinded and of no further effect without any subsequent
action by this Committee.
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, pursuant to the provisions of Section 3(c) of the Amended and
Restated McCaw Cellular Communications, Inc. Employee Stock Purchase
Plan (the "Purchase Plan"), this Committee is authorized to designate
payroll deduction periods; be it
RESOLVED, pursuant to Section 3(c) of the Purchase Plan and commencing
July 1, 1995, payroll deduction authorizations may be made within
thirty (30) days after an employee first meets the definition of
eligible employee under Section 1(h) of the Purchase Plan.
Date signed: September 8, 1994 Harold W. Andersen
_________________ __________________
Harold W. Andersen
Date signed: September 8, 1994 Stuart M. Sloan
_________________ _______________
Stuart M. Sloan
<PAGE> 1
Exhibit 5-A
September 19, 1994
AT&T Corp.
32 Avenue of the Americas
New York, NY 10022
Dear Sirs:
I am familiar with the Post-Effective Amendment No. 3 on Form S-8 (the
"Amendment" to the Registration Statement on Form S-4 (No. 33-52119) of
AT&T Corp. (the "Company") which Amendment the Company proposes to file
with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, registering up to 8,103,440 common
shares (par value $1 per share) of the Company ("the Shares") which may be
offered and sold by the Company upon the exercise of stock options granted
under the Amended and Restated McCaw Cellular Communications, Inc. Equity
Purchase Program (the "Plan"). The Shares are being offered as a result of
a merger of Ridge Merger Corporation, a Delaware corporation and wholly-
owned subsidiary of the Company ("Merger Sub"), into McCaw Cellular
Communications, Inc. a Delaware Corporation ("McCaw") (the "Merger"), in
accordance with the terms of the Agreement and Plan of Merger dated August
16, 1993, between the Company, Merger Sub and McCaw (the "Merger
Agreement"). Pursuant to the Merger, each outstanding option issued
pursuant to the Plan will no longer be exercisable for shares of McCaw
common stock, but instead, will constitute an option to acquire, on the
same terms and conditions as were applicable under such option, Shares in
lieu of shares of McCaw Common Stock. The Shares issued under the Plan may
be authorized and unissued shares or treasury shares.
I am of the opinion that:
1. the Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York;
<PAGE> 2
2. the offer and sale of the Shares upon the exercise of stock options
granted under the Plan have been duly authorized by the Company;
3. when offered and sold in accordance with the Merger Agreement and the
resolutions of the Board of Directors of the Company relating to the offer
and sale of Shares thereunder, Shares which are newly issued will be duly
authorized, and, upon the exercise of options granted under the Plan, will
be legally issued, fully paid and non-assessable;
In giving the foregoing opinion I have relied on the attached opinion
of H. John Hokenson, General Attorney, AT&T Corp.
I hereby consent to the filing of this opinion with the SEC in
connection with the Amendment referred to above.
Very truly yours,
Marilyn J. Wasser
Vice President - Law
and Secretary
<PAGE> 1
Exhibit 5-B
September 19, 1994
Marilyn J. Wasser
Vice President - Law and Secretary
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
I am familiar with the Post-Effective Amendment No. 3 on
Form S-8 (the "Amendment" to the Registration Statement on Form
S-4 (No. 33-52119) of AT&T Corp. (the "Company") which Amendment
the Company proposes to file with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as
amended, registering up to 8,103,440 common shares (par value $1
per share) of the Company ("the Shares") which may be offered and
sold by the Company upon the exercise of stock options granted
under the Amended and Restated McCaw Cellular Communications,
Inc. Equity Purchase Program (the "Plan"). The Shares are being
offered as a result of a merger of Ridge Merger Corporation, a
Delaware corporation and wholly-owned subsidiary of the Company
("Merger Sub"), into McCaw Cellular Communications, Inc. a
Delaware Corporation ("McCaw") (the "Merger"), in accordance with
the terms of the Agreement and Plan of Merger dated August 16,
1993, between the Company, Merger Sub and McCaw (the "Merger
Agreement"). Pursuant to the Merger, each outstanding option
issued pursuant to the Plan will no longer be exercisable for
shares of McCaw common stock, but instead, will constitute an
option to acquire, on the same terms and conditions as were
applicable under such option, Shares in lieu of shares of McCaw
Common Stock. The Shares issued under the Plan may be authorized
and unissued shares of treasury shares.
<PAGE> 2
I am of the opinion that:
1. the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New
York;
2. the offer and sale of the Shares upon the exercise of stock
options granted under the Plan have been duly authorized by the
Company;
3. when offered and sold in accordance with the Merger
Agreement and the resolutions of the Board of Directors of the
Company relating to the offer and sale of Shares thereunder,
Shares which are newly issued will be duly authorized, and, upon
the exercise of options granted under the Plan, will be legally
issued, fully paid and non-assessable;
I authorize the reliance of Marilyn J. Wasser on this
opinion in rendering her opinion to AT&T Corp. in connection with
the filing of the above referred to Amendment with the SEC.
I hereby consent to the filing of this opinion with the SEC
in connection with the Amendment referred to above.
Very truly yours,
H. John Hokenson
General Attorney
<PAGE> 1
Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 3 on Form S-8 to Form S-4 of AT&T Corp. ("the Company") of
our reports, which include explanatory paragraphs regarding the change in
1993 in methods of accounting for postretirement benefits, postemployment
benefits and income taxes, dated January 27, 1994, on our audits of the
consolidated financial statements and consolidated financial statement
schedules of the Company and its subsidiaries, which are included or
incorporated by reference in the Company's Annual Report on Form 10-K for
the year ended December 31, 1993.
COOPERS & LYBRAND L.L.P.
New York, New York
September 19, 1994
<PAGE> 1
Exhibit 23-B
Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5-A.
<PAGE> 1
Exhibit 23-C
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Post-Effective Amendments Nos.
1, 2, 3, 4 and 5 on Form S-8 to Form S-4 (No. 33-52119) of AT&T
Corp. (AT&T) of our report dated March 30, 1994, with respect to
McCaw Cellular Communications Inc.'s financial statements for the
year ended December 31, 1993, included in AT&T's Current Report
on Form 8-K dated August 16, 1993, as amended (filed April 19,
1994).
ARTHUR ANDERSEN LLP
Seattle, Washington
September 16, 1994
<PAGE> 1
Exhibit 23-D
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in this Post-
Effective Amendment No. 3 (Form S-8 No. 33-52119-03) to Form S-4
of AT&T Corp. of our report dated February 4, 1994, on the
consolidated financial statements of LIN Broadcasting Corporation
and subsidiaries included in Amendment No. 3 to the Current
Report (Form 8-K) of AT&T Corp. dated August 16, 1993 filed with
the Securities and Exchange Commission on April 19, 1994.
Ernst & Young LLP
Seattle, Washington
September 15, 1994
<PAGE> 1
Exhibit 23-E
Consent of H. John Hokenson is contained in the opinion of
counsel filed as Exhibit 5-B.
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, post-effective amendments on
Form S-8 to the registration statement on Form S-4 previously
filed with respect to common shares to be issued in connection
with the merger of a wholly-owned subsidiary of the Company with
McCaw Cellular Communications, Inc.; and
WHEREAS, the undersigned is an officer of the Company, as
indicated below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER and S. L. PRENDERGAST, and each of them, as
attorneys for her and in her name, place and stead, and in her
capacity as an officer of the Company, to execute and file such
post-effective amendments on Form S-8 to such registration
statement on Form S-4 with respect to the above described common
shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto, hereby
giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and about
the premises, as fully, to all intents and purposes, as she might
or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 1st day of September, 1994.
M. B. Tart
Vice President and
Controller
