<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
FORM S-3
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
Telephone Number (212) 387-5400
____________
SHAREOWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
____________
Agent for Service
S. L. Prendergast, Vice President and Treasurer
32 Avenue of the Americas, New York, New York 10013-2412
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 proposed offering: As soon as
practicable after this Registration Statement becomes effective.
____________
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box
....X....
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box .........
CALCULATION OF REGISTRATION FEE
=============================================================================
# # Proposed # Proposed #
# # maximum # maximum #
Title of securities # Amount # offering # aggregate # Amount of
to be registered # to be # price # offering #registration
# registered # per share*# price* # fee
- - -----------------------------------------------------------------------------
AT&T Corp. shares # # # #
(common-par value $1 per # # # #
share).................. # # # #
# 8,500,000 # $53 13/32 #$453,953,125# $156,536.66
=============================================================================
*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 October 27, 1994.
____________
Prospectus herein also relates to Registration Statement No. 33-49093
pursuant to Rule 429.
<PAGE>2
(AT&T LOGO)
SUPPLEMENT DATED OCTOBER 31, 1994
TO
PROSPECTUS DATED MAY 4, 1992
AS AMENDED BY SUPPLEMENT DATED OCTOBER 28, 1992
FOR THE
SHAREOWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Following are amendments to the Prospectus dated May 4, 1992, as amended
by the Supplement dated October 28, 1992.
Substitute the name of the company, "AT&T Corp." for "American Telephone
and Telegraph Company" in the first paragraph on the cover of the Prospectus.
____________
Under the caption entitled, "INCORPORATION OF DOCUMENTS BY REFERENCE" on
page 2, substitute the list of documents incorporated by reference with the
following:
(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,
September 14, 1994, September 19, 1994 and October 26, 1994;
Substitute "1993" for "1991" in the last paragraph under this caption.
____________
<PAGE>3
Substitute the box entitled, "FOR INFORMATION ABOUT THE PLAN" under
Question No. 3 on page 4, with the following:
x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x
x x
x FOR INFORMATION ABOUT THE PLAN x
x Call First Chicago Trust Company of New York toll free: x
x 1-800-348-8288 x
x Outside the continental United States x
x call collect 201-324-0293 x
x x
x Persons using a telecommunications device for the deaf (TAD) x
x or a teletypewriter (TAY) may call 1-800-822-2794 x
x x
x or x
x x
x Write: AT&T x
x c/o First Chicago Trust Company of New York x
x P.O. Box 2575 x
x Jersey City, NJ 07303-2575 x
x x
x All correspondence concerning the Plan x
x should be mailed to the above address. x
x x
x Please include your account number on all correspondence, x
x checks or money orders, together with a telephone number x
x where you can be reached during business hours. x
x x
x SUPPLEMENTAL PAYMENTS WITH CHECKS OR MONEY ORDERS x
x PAYABLE TO AT&T IN U.S. DOLLARS, SHOULD BE MAILED TO: x
x AT&T x
x C/O FIRST CHICAGO TRUST COMPANY OF NEW YORK x
x DIVIDEND REINVESTMENT PLAN PAYMENTS x
x P.O. BOX 13531 x
x NEWARK, NJ 07188-0001 x
x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x
____________
Substitute the fourth sentence of the first paragraph in the response to
Question No. 9 on page 6 with the following:
Checks dated the end of the month and received prior to that day will
be held by First Chicago and cashed at the end of the month received.
____________
Substitute Question No. 23 on page 11 with the following:
23. What happens when a participant sells or transfers a portion of
certificate shares enrolled in the Plan?
____________
Substitute "31%" for "20%" in two places in the response to Question No.
28 on pages 13 and 14.
____________
<PAGE>4
Under the caption entitled, "DESCRIPTION OF COMMON SHARES OF AT&T" on page
15, substitute the third paragraph in its entirety with the following:
AT&T is authorized to issue new common shares under the
Plan and various employee benefit plans of AT&T or its subsidiaries.
____________
Under the caption entitled, "EXPERTS" on page 16, substitute the
following:
The restated consolidated financial statements and restated
consolidated financial statement schedules of AT&T and its subsidiaries at
and for the year ended December 31, 1993, included in AT&T's Current
Report on Form 8-K, dated October 26, 1994, incorporated herein by
reference, have been incorporated herein in reliance upon the report of
Coopers & Lybrand L.L.P., independent auditors, which report for the year
ended December 31, 1993 includes an explanatory paragraph regarding AT&T's
change in 1993 in methods of accounting for postretirement benefits,
postemployment benefits and income taxes, given on the authority of that
firm as experts in accounting and auditing.
____________
Under the caption entitled, "LEGAL OPINION" on page 16, substitute the
following:
The legality of the AT&T Common Stock to be issued under the Plan is
being passed upon for AT&T by Marilyn J. Wasser, Vice President-Law and
Secretary of AT&T who as of September 30, 1994, owned 3,019 shares of AT&T
common stock and had rights to acquire 13,626 additional shares of AT&T
common stock.
____________
<PAGE>5
(AT&T LOGO)
SUPPLEMENT DATED OCTOBER 28, 1992
TO
PROSPECTUS DATED MAY 4, 1992
FOR THE
SHAREOWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Following are amendments to the Prospectus dated May 4, 1992.
Under the caption entitled "INCORPORATION OF DOCUMENTS BY REFERENCE" on
page 2, add the following to the list of documents incorporated by reference:
(3) AT&T's Quarterly Reports on Form 10-Q for the periods ended March 31
and June 30, 1992.
Substitute the telephone number "(212) 387-5400" for "(212) 605-5500" in
the last paragraph under this caption.
Under the caption entitled "THE COMPANY" on page 3 substitute the
telephone number "(212) 387-5400" for "(212) 605-5500".
Under the caption entitled "DESCRIPTION OF COMMON SHARES OF AT&T" on
page 15 in the third paragraph add "the Shares for Growth Program", after "the
AT&T Retirement Savings and Profit Sharing Plan," and substitute "1992 NCR
Employee Stock Purchase Plan" for "1987 NCR Employee Stock Purchase Plan".
Under the caption entitled "EXPERTS" on page 16, substitute the following:
The consolidated financial statements and consolidated financial
statement schedules of AT&T and its subsidiaries incorporated by reference
or included in the Annual Report on Form 10-K for the year ended December
31, 1991, incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the reports of Coopers & Lybrand,
independent auditors, given on the authority of that firm as experts in
accounting and auditing.
Under the caption entitled "LEGAL OPINION" on page 16, substitute the
following:
The legality of the AT&T Common Stock to be issued under the Plan is
being passed upon for AT&T by Robert E. Scannell, Vice President--Law and
Secretary of AT&T who as of September 30, 1992 owned 357 shares of AT&T
common stock and had rights to acquire 18,085 additional shares of AT&T
common stock.
<PAGE>6
PROSPECTUS
( AT&T LOGO )
SHAREOWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Shareowner Dividend Reinvestment and Stock Purchase Plan ("Plan") of
American Telephone and Telegraph Company ("AT&T") provides holders of its
common shares with a simple and convenient method of purchasing additional
common shares without payment of any brokerage commission.
AT&T has designated First Chicago Trust Company of New York as Plan
administrator.
Investment options offered under the Plan are:
FULL DIVIDEND REINVESTMENT - Reinvest dividends on all shares owned
(10 shares minimum).
PARTIAL DIVIDEND REINVESTMENT - Reinvest dividends on a portion of
shares owned but not fewer than 10 shares and continue to
receive cash dividends on the remaining shares.
SUPPLEMENTAL PAYMENTS - Each participant in the Plan may make
supplemental payments, each in the amount of at least $100, and
aggregating up to $50,000 per calendar year.
Cash dividends on shares held by First Chicago Trust Company of New York,
or its nominee, in the participant's account under the Plan are automatically
reinvested to purchase additional common shares regardless of which investment
option is selected.
This Prospectus relates to common shares of AT&T registered for purchase
under the Plan, which shares, at the sole discretion of AT&T, may be newly
issued shares, shares purchased in the open market by an agent independent of
AT&T, or a combination of both.
The price of common shares purchased under the Plan depends upon whether
shares are purchased from AT&T or purchased in market transactions. The price
of common shares purchased from AT&T will be the average of the daily high and
low sale prices of the shares on the New York Stock Exchange ("NYSE") for the
period of five trading days ending on the day of purchase. The price of common
shares purchased in market transactions will be the average price paid by the
independent agent.
IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Dated May 4, 1992
<PAGE>7
AVAILABLE INFORMATION
AT&T is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission ("SEC"). Such reports, proxy statements and other
information filed by AT&T can be inspected and copied at the public reference
facilities of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549, as well as the following SEC Regional Offices: 75 Park
Place, 14th Floor, New York, NY 10007; and 500 W. Madison Street, 14th Floor,
Chicago, IL 60661. Such material can also be inspected at the New York,
Boston, Midwest, Pacific and Philadelphia Stock Exchanges. Copies can be
obtained from the SEC by mail at prescribed rates. Requests should be directed
to the SEC's Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by AT&T with the SEC (File No.
1-1105) and are incorporated herein by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended December
31, 1991.
(2) AT&T's Current Reports on Form 8-K, date of reports January 8
and January 23, 1992.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such 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 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 a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein 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 of this Prospectus.
COPIES OF THE ABOVE DOCUMENTS AND THE 1991 AT&T ANNUAL REPORT TO
SHAREOWNERS MAY BE OBTAINED UPON REQUEST WITHOUT CHARGE FROM THE SECRETARY'S
DEPARTMENT, AT&T, ROOM 2420E, 32 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK
10013-2412 (TELEPHONE NUMBER 212-605-5500).
<PAGE>8
THE COMPANY
AT&T was incorporated in 1885 under the laws of the State of New York and
has its principal executive offices at 32 Avenue of the Americas, New York, New
York 10013-2412 (telephone number 212-605-5500).
THE PLAN
The following is a question and answer statement of the provisions of the
Plan of AT&T.
PURPOSE AND FEATURES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide registered owners of AT&T common
shares with a simple and convenient method of investing cash dividends and
supplemental payments (including interest and dividends paid on other AT&T
securities) in additional common shares without payment of any brokerage
commission. The common shares purchased from AT&T with reinvested cash
dividends and supplemental payments will, at the option of AT&T, be newly
issued shares, shares purchased in the open market by an agent independent of
AT&T, or a combination of both. Net proceeds from the sale by AT&T of common
shares will be used for its continuing capital requirements and for general
corporate purposes.
2. What are the features of the Plan?
Common shares may be purchased quarterly with reinvested cash dividends on
all or a portion of the shares registered in a participant's name (10 shares
minimum). Participants may also purchase common shares monthly with
supplemental payments.
Participants may also elect to have interest on AT&T debt securities and
dividends on preferred shares (if such shares are issued in the future)
automatically reinvested in common shares. Such investments will be considered
supplemental payments under the Plan.
Each supplemental payment may not be less than $100 and supplemental
payments may not exceed an aggregate of $50,000 per calendar year.
An account activity fee of the lesser of $1.00 or 10% of the amount
invested during the month will be charged for each month during which a Plan
investment is made (see Question 12). However, no brokerage commission is paid
by participants in connection with purchases under the Plan.
Full investment of funds is possible because the Plan permits fractions of
shares, as well as full shares, to be credited to a participant's account. In
addition, dividends earned on such fractions, as well as on full shares, will
be credited to a participant's account. Dividends on the shares held by First
Chicago Trust Company of New York, or its nominee, in a participant's account
under the Plan are automatically reinvested in additional common shares.
<PAGE>9
AT&T assures safekeeping of shares held in a participant's account under
the Plan since certificates for such shares are not issued unless requested by
the participant. Quarterly statements of account provide simplified
recordkeeping and should be retained for tax purposes.
ADMINISTRATION
3. Who administers the Plan for participants?
AT&T has designated First Chicago Trust Company of New York to administer
the Plan for participants, keep records, send statements of account to
participants and perform other duties relating to the Plan. The address and
telephone number for information about the Plan are:
- - -----------------------------------------------------------------------------
# #
# FOR INFORMATION ABOUT THE PLAN #
# Call First Chicago Trust Company of New York toll free: #
# 1-800-348-8288 #
# Outside the continental United States #
# call collect 212-791-0311 #
# or #
# Write to : AT&T #
# c/o First Chicago Trust Company of New York #
# P. O. Box 3994 #
# New York, NY 10008-3994 #
# #
# All correspondence concerning the Plan #
# should be mailed to the above address. #
# #
# Please include your account number on all correspondence, #
# checks or money orders together with a #
# telephone number where you can be reached #
# during business hours. #
# #
# SUPPLEMENTAL PAYMENTS WITH CHECKS OR MONEY ORDERS #
# PAYABLE TO AT&T IN U.S. DOLLARS, SHOULD BE MAILED TO: #
# AT&T #
# c/o First Chicago Trust Company of New York #
# Dividend Reinvestment Plan Payments #
# P. O. Box 13531 #
# Newark, NJ 07188-0001 #
- - ------------------------------------------------------------------------------
PARTICIPATION
4. Who can participate in the Plan?
A registered owner of at least 10 common shares in an account may
participate in the Plan. To join the Plan a registered owner must complete and
sign the Authorization Form and return it to First Chicago Trust Company of New
York ("First Chicago"). An Authorization Form may be obtained by contacting
First Chicago (see Question 3).
The Authorization Form must be received by First Chicago before the first
day of the month preceding the month in which the dividend is paid in order to
reinvest that dividend (see Question 7).
<PAGE>10
5. How may a shareowner who owns fewer than 10 shares join the Plan?
To participate in the Plan, you must have at least 10 shares enrolled in a
Plan account. If you have fewer than 10 shares you need to increase your
ownership to the required minimum. Additional shares may be acquired through
the Plan by sending a supplemental payment to purchase the additional shares
together with your enrollment card to First Chicago (see Question 3). In
calculating the amount of such supplemental payment, a participant should
consider the effect that fluctuations in the market price of AT&T shares may
have on the cost of shares necessary to meet the minimum participation level.
6. What investment options are offered under the Plan?
The Plan provides for the purchase of additional common shares through the
following investment options:
FULL DIVIDEND REINVESTMENT - Reinvest dividends on all shares
owned by a participant (10 shares minimum).
PARTIAL DIVIDEND REINVESTMENT - Reinvest dividends on a portion of
the shares owned by a participant but not fewer than 10 shares and
continue to receive cash dividends on the remaining shares.
SUPPLEMENTAL PAYMENTS - Each participant in the Plan may make
supplemental payments, each in the amount of at least $100, and
aggregating up to $50,000 per calendar year.
Cash dividends on shares held by First Chicago, or its nominee, in the
participant's account under the Plan are automatically reinvested to purchase
additional common shares regardless of which investment option is selected.
7. When must the Authorization Form be RECEIVED by First Chicago to begin
reinvesting dividends?
The following table indicates when the Authorization Form must be RECEIVED
based on the current dividend payment dates. A new Authorization Form need not
be submitted for subsequent quarters unless a change in investment option is
desired.
Authorization Form Must Be
RECEIVED By To Have Dividend
The Last Business Day Of: REINVESTED In:
- - -------------------------- --------------
December ............. February
March ............. May
June ............. August
September ............. November
<PAGE>11
8. How may a participant change options under the Plan?
A participant may change the investment option at any time by signing a
new Authorization Form and returning it to First Chicago. An Authorization
Form may be obtained at any time by contacting First Chicago (see Question 3).
Any change in option with respect to reinvestment of dividends must be received
by First Chicago before the first day of the month preceding the month in which
the dividend is paid.
SUPPLEMENTAL PAYMENTS
9. How are supplemental payments made?
A supplemental payment may be made by sending a check or money order
(payable to AT&T in U.S. dollars) to First Chicago with a completed
Authorization or Supplemental Payment Form. A receipt for each supplemental
payment will be sent to the participant together with a Supplemental Payment
Form for use in making the next payment. Supplemental payments received by the
last business day of a month will be invested the following month. Checks
dated the last day of a month and received prior to that day will be held by
First Chicago and cashed at the end of that month. Please show your Plan
account number on the face of the check or money order.
Each supplemental payment must be at least $100 and supplemental payments
may not exceed an aggregate of $50,000 per calendar year. THE CALENDAR YEAR
LIMITATION IS BASED ON WHEN SUCH SUPPLEMENTAL PAYMENTS ARE RECEIVED BY FIRST
CHICAGO AND NOT WHEN THEY ARE USED TO PURCHASE SHARES. Supplemental payments
in excess of the limit for the calendar year or below the minimum of $100 will
be refunded or returned.
A participant may stop supplemental payment investment if notification to
stop such investment is received by First Chicago (see Question 3) not later
than the last business day preceding the month in which the supplemental
payment would have been invested for the participant.
10. When will dividends be paid on shares purchased with supplemental
payments?
The following table indicates when supplemental payments must be RECEIVED
in order for shares purchased with such payments to be eligible to receive the
next declared dividend based on the current dividend payment dates.
Supplemental Payments Must Be To Receive
RECEIVED by Dividend For
The Last Business Day Of: REINVESTMENT In:
- - ----------------------------- ----------------
November ................... February
February ................... May
May ................... August
August ................... November
<PAGE>12
11. How may interest on AT&T debt securities and dividends on AT&T preferred
shares be automatically reinvested as supplemental payments?
Plan participants who are holders of record of AT&T debentures, notes and
preferred shares (if such shares are issued in the future) may automatically
reinvest the interest and dividends paid on these securities to acquire
additional AT&T common shares. In order to reinvest interest or preferred
share dividends, a participant should complete and sign the Interest Payment
Dividend Reinvestment Form and/or Preferred Dividend Reinvestment Form and
return it to First Chicago. The Forms may be obtained by contacting First
Chicago (see Question 3). Interest or preferred dividends reinvested will be
considered supplemental payments. Accordingly, each such investment may not be
less than $100 and all such investments together with all other supplemental
payments may not exceed an aggregate of $50,000 per calendar year. If payable
on the first day of a month, interest and preferred share dividends will be
reinvested during that month's purchase (see Question 13). Purchases with
interest and preferred share dividends will be shown on the next Statement of
Account.
COSTS
12. Are there any expenses to participants in connection with purchases
under the Plan?
Participants will be charged an account activity fee equal to the lesser
of $1.00 or 10% of the total amount invested during the month for each month
during which a Plan investment is made, either by reinvestment of dividends or
by supplemental payment. The fee will be deducted from the total of dividend
and/or supplemental payments received for the month and the net amount will be
used to purchase shares.
AT&T pays all brokerage fees for purchases. However, the brokerage fees
are considered by the Internal Revenue Service to be additional dividend income
(see Question 27(2)).
PURCHASES
13. When will purchases of common shares under the Plan be made?
When shares are purchased from AT&T, cash dividends will be credited by
First Chicago on dividend payment dates and supplemental payments will be
credited by First Chicago on the first business day of the month following
their receipt.
When market transactions are made, an independent agent will make the
purchases. The independent agent will be obligated to make every effort to
invest promptly. Purchases may be made beginning on the fifth trading day
preceding the first of each month and will be completed by the 10th trading day
of the month.
<PAGE>13
Shares will be allocated and credited to participants' accounts as
follows: (1) shares purchased from AT&T will be allocated and credited on the
appropriate supplemental payment investment or dividend payment date; and (2)
shares purchased in market transactions will be allocated and credited as of
the date on which the independent agent advises First Chicago of the aggregate
number of shares purchased. Depending on AT&T's election, participants may be
credited with shares purchased from AT&T, shares purchased in market
transactions or a combination of both.
14. What will be the price of common shares purchased under the Plan?
The price of common shares purchased from AT&T with reinvested common
share dividends or supplemental payments will be the average of the daily
high and low sale prices of AT&T common shares on the NYSE for the period of
five trading days ending on the day of purchase (or the period of five trading
days immediately preceding the day of purchase, if the NYSE is closed on the
day of purchase). If there is no trading in the shares on the NYSE for a
substantial time during any trading day in the period, the purchase price shall
be determined by AT&T on the basis of such market quotations as it shall deem
appropriate. No shares will be sold by AT&T under the Plan at less than the
par value of such shares.
The price of common shares purchased in market transactions will be the
average price paid by the independent agent to obtain them.
15. How many common shares will be purchased for participants?
Each participant's account will be credited with as many full shares and
fraction of a share, computed to three decimal places, which equal the amounts
to be invested divided by the applicable purchase price.
REPORTS TO PARTICIPANTS
16. What reports will be sent to participants in the Plan?
Each participant will receive a Prospectus for the Plan and copies of the
same communications sent to every other registered owner of common shares,
including AT&T's Quarterly Reports, Annual Report and Notice of Annual Meeting
and Proxy Statement. In addition, each participant in the Plan will receive a
Statement of Account at the end of the month in which the dividend is paid
showing amounts invested, purchase prices, shares purchased, account activity
fee charged and other information for the year to date. In addition, a
statement will be issued if a supplemental payment purchase, withdrawal of
shares or termination occurs during a month in which a quarterly statement is
not issued by First Chicago.
DIVIDENDS
17. Will a participant's account be credited with dividends on a fraction of
a share?
Yes. A participant's account will be credited with dividends on a
fraction of a share.
<PAGE>14
ISSUANCE OF SHARES
18. Will certificates be issued for common shares purchased?
Common shares purchased under the Plan will be registered in the name of
First Chicago, or its nominee, as agent for participants in the Plan, and
certificates for such shares will not be issued to participants unless
requested. This protects against loss, theft or destruction of stock
certificates.
The number of shares held by First Chicago, or its nominee, for a
participant in the Plan will be shown on the Statement of Account.
Certificates for any number of whole shares held in an account under the
Plan will be issued within two weeks after receipt of a telephone or written
request signed by the participant (or at least one participant if a joint
registration) who wishes to remain in the Plan. This request should be mailed
to First Chicago (see Question 3). Any remaining full shares and fraction of a
share will continue to be held in the participant's account (see Question 21).
A certificate for a fractional share will not be issued under any
circumstances (see Question 21).
Shares held in the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in the participant's name.
An institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for common shares purchased under the Plan. This request should be
mailed to First Chicago (see Question 3).
19. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which certificates
of the participants were registered at the time they entered the Plan.
Certificates for whole shares will be similarly registered when issued, except
if issuance in a different name(s) is requested. If different registration of
the shares is desired call First Chicago for transfer instructions (see
Question 3).
WITHDRAWAL
20. Can a participant withdraw shares held under the Plan and continue to
participate with respect to those shares?
Yes, provided a participant continues to have at least 10 shares enrolled
in a Plan account. A certificate for any number of whole shares held in the
participant's account under the Plan will be issued within two weeks after
receipt of a telephone or written request signed by the participant (or at
least one participant if a joint registration). Any remaining full shares and
fraction of a share will continue to be held in the participant's account.
<PAGE>15
A certificate for a fractional share will not be issued under any
circumstances.
TERMINATION
21. How is participation in the Plan terminated?
In order to terminate participation in the Plan, a participant (or
participants if a joint registration) should send a written request to First
Chicago (see Question 3). When participation in the Plan is terminated, a
certificate for whole shares held in the participant's account under the Plan
will be issued, a cash payment will be made for any fraction of a share, and
THE DIVIDEND REINVESTMENT ACCOUNT WILL BE CLOSED.
A participant may request that up to 99 whole shares and any fraction of
a share held in the account be sold upon termination. Upon receipt of the
written request the sale normally will be made for the account of the
participant by an independent fiduciary institution designated by AT&T. The
proceeds of the sale less any brokerage commission and any transfer tax will be
forwarded to the participant within several weeks. THIS SALE WILL CLOSE THE
DIVIDEND REINVESTMENT ACCOUNT.
AT&T will automatically terminate a participant's account if the
participant does not have at least 10 shares of AT&T common stock enrolled in
the Plan. In such event AT&T will issue any full shares held by AT&T and make
a cash payment for any fraction of a share credited to such account.
22. When may participation in the Plan be terminated?
Participation in the Plan may be terminated at any time except for
certain periods related to payment of dividends as set forth below.
If shares are being purchased for the Plan on the open market, there are
two periods when participation in the Plan cannot be terminated. These periods
are:
(1) between the quarterly dividend payment date and the quarterly
purchase date; and
(2) during the period beginning four days prior to the record date and
running through the record date (ex-dividend period).
If shares are being purchased for the Plan from AT&T, there is one period
when participation in the Plan cannot be terminated--the period beginning four
days prior to the record date and running through the record date (ex-dividend
period).
A participant may stop investment if written notification to stop such
investment is received by First Chicago (see Question 3) not later than the
last business day preceding the dividend payment date (for reinvestment of
dividends).
<PAGE>16
OTHER INFORMATION
23. What happens when a participant sells or transfers a portion of the
shares in the Plan?
If a participant who is reinvesting the cash dividends on all or part of
the common shares registered in the participant's name disposes of a portion of
such shares, AT&T will continue to reinvest the dividends on the remainder of
the shares (up to the amount originally authorized) provided that the
participant continues to maintain a minimum of 10 shares enrolled in the Plan.
For example, if a participant authorized AT&T to reinvest the cash
dividends on 50 shares of a total of 100 shares registered in the participant's
name, and then the participant disposed of 25 shares, AT&T would continue to
reinvest the cash dividends on 50 of the remaining 75 shares. If instead the
participant disposed of 85 shares, AT&T would continue to reinvest the cash
dividends on all of the remaining 15 shares because it is more than the
required minimum of 10 shares enrolled in the Plan.
24. If AT&T has a rights offering, how will a participant's entitlement be
computed?
A participant's entitlement in a rights offering will be based upon the
participant's total holdings. A rights certificate will be issued for the
number of whole shares only, however, and rights based on a fraction of a share
held in a participant's account will be sold for the participant's account and
a check for the net proceeds will be sent to the participant.
25. What happens if AT&T declares a stock dividend or stock split?
Any common shares distributed as a result of an AT&T stock dividend or
stock split on shares held by AT&T in the account of a participant under the
Plan will be added to the participant's account. Stock dividends or split
shares distributed on shares held by the participant will be mailed directly to
the shareowner.
26. How will a participant's shares be voted at meetings of shareowners?
If a participant holds a certificate or certificates for shares, the
participant will be sent a proxy card representing both the shares for which
the participant holds certificates and the whole shares held by First Chicago,
or its nominee, in the participant's Plan account. Such proxy card will
operate to vote the shares held by the participant and serve as a voting
instruction form for shares held by First Chicago, or its nominee. If the
participant does not hold a certificate or certificates for shares, the
participant will be sent an instruction form on which to indicate how the whole
shares held by First Chicago, or its nominee, in the participant's Plan account
are to be voted. A fractional share will not be voted.
<PAGE>17
If the proxy card or instruction form is signed and returned, and no
voting instructions are given with respect to any item thereon, all of the
participant's shares (including whole Plan shares) will be voted in accordance
with the recommendations of AT&T management. This is the same procedure that is
followed for all shareowners who return proxies and do not provide
instructions. If the proxy card or instruction form is not returned or if it
is returned unsigned by the registered owner(s), none of the participant's
shares will be voted.
27. What are the Federal income tax consequences of participation in the
Plan?
AT&T believes that the Federal income tax consequences for Plan
participants are as follows:
(1) In the case of shares acquired from AT&T with reinvested common
share dividends, participants in the Plan will be treated as having
received a dividend in an amount equal to the fair market value of the
shares on the dividend payment date. In the case of shares purchased in
market transactions with reinvested dividends, participants will be
treated as having received a dividend in an amount equal to the cash
dividend paid by AT&T. For purposes of this paragraph, the "fair market
value" of shares on any date will be the average of the high and low
prices of the shares reported on the NYSE for such date, or if the shares
are not traded on the dividend payment date, the "fair market value" will
be the average of the high and low sale prices on the trading days
immediately preceding and following the dividend payment date.
(2) If shares are purchased in market transactions with either
reinvested dividends or supplemental payments, participants will be
treated as having received an additional dividend in the amount of the
brokerage fees paid by AT&T.
(3) The tax basis of shares purchased from AT&T will equal (a) the
amount treated as a dividend in the case of shares purchased with
reinvested dividends and (b) the purchase price in the case of shares
purchased with supplemental payments. The basis of shares purchased in
market transactions will be the same as in the preceding sentence,
increased by the amount of brokerage fees paid by AT&T.
(4) A participant's holding period for common shares acquired
pursuant to the Plan will begin on the day following the credit of such
shares to such participant's account (see Question 13).
(5) A participant will not realize any taxable income when the
participant receives a certificate or certificates for whole shares held
in the participant's account, either upon the participant's request for
certain of those shares or upon termination of participation in, or
termination of, the Plan.
<PAGE>18
(6) A participant will realize gain or loss when shares are sold or
exchanged, whether pursuant to the participant's request upon termination
of participation in the Plan (see Question 21) or by the participant
after receipt of shares from the Plan, and, in the case of a fractional
share, when the participant receives a cash adjustment for a fraction of
a share held in the participant's account upon termination of
participation in or termination of the Plan; and the amount of such gain
or loss will be the difference between the amount which the participant
receives for the shares or fraction of a share and the tax basis
therefor.
(7) Subject to the limitations contained in the Internal Revenue
Code, the account activity fee may be deductible by participants who
itemize deductions.
All participants are urged to consult their own tax advisors to
determine the particular tax consequences which may result from
participation in the Plan and the subsequent disposition by them of
shares purchased pursuant to the Plan.
28. What are the effects of the Interest and Dividend Tax Compliance Act of
1983 on the Plan?
If a participant has failed to furnish a valid taxpayer identification
number to First Chicago, unless the participant is exempt from the withholding
requirements described in section 3406 of the Internal Revenue Code, or if a
new participant fails to certify that the taxpayer identification number
furnished is correct, then First Chicago must withhold 20% from the amount of
common share dividends, the proceeds of the sale of fractional shares and the
proceeds of any sale of up to 99 whole shares (as described in Question 21).
In addition, if a new participant fails to certify that the taxpayer
identification number furnished is correct and that such participant is not
subject to withholding on interest and dividend payments as a result of failure
to report all interest or dividend income on prior tax returns, then 20% must
be withheld from the amount of common share dividends. The withheld amounts
will be deducted from the amount of dividends and the remaining amount, less
the account activity fee, will be reinvested.
29. How are United States income tax withholding provisions applied to
foreign shareowners?
In the case of those foreign shareowners whose common share dividends are
subject to United States income tax withholding, the amount of tax to be
withheld will be deducted from the amount of common share dividends and the
remaining amount of dividends, less the account activity fee, will be
reinvested.
If interest or preferred share dividends which a foreign participant
designates to be reinvested as supplemental payments are subject to
withholding, the amount to be reinvested will be reduced by the tax withheld.
In the case of those foreign shareowners whose proceeds are subject to
withholding, the amount of tax to be withheld will be deducted from the
proceeds from the sale of shares.
<PAGE>19
30. What are the responsibilities of AT&T and First Chicago under the Plan?
Neither AT&T nor First Chicago, in administering the Plan, will accept
liability for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death prior to
receipt of notice in writing of such death.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER AT&T NOR FIRST CHICAGO CAN
ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON THE SHARES PURCHASED
BY THEM UNDER THE PLAN.
Although the Plan contemplates the continuation of quarterly dividend
payments, the payment of future dividends will depend upon future earnings, the
financial condition of AT&T and other factors.
31. May the Plan be changed or discontinued?
AT&T reserves the right to suspend, modify or terminate the Plan at any
time. All participants will receive notice of any such suspension,
modification or termination. Upon termination of the Plan by AT&T,
certificates for whole shares held in a participant's account under the Plan
will be issued and a cash payment will be made for any fraction of a share.
USE OF PROCEEDS
AT&T does not know either the number of shares, if any, that it
ultimately will issue under the Plan or the prices at which such shares will be
sold. When shares are purchased from AT&T, proceeds from such sales are
intended to be used for capital expenditures, for advances to subsidiary
companies, for equity investment in such companies, toward repayment of debt
and for general corporate purposes.
DESCRIPTION OF COMMON SHARES OF AT&T
The following descriptions are summarized from the provisions of the
certificate of incorporation of AT&T, as amended.
All common shares (par value $1 per share) of AT&T are entitled to
participate equally in dividends. Each shareowner has one vote for each share
registered in the shareowner's name. All common shares would rank equally on
liquidation, and common shares including common shares offered hereby, are
fully-paid and nonassessable by AT&T. Holders of common shares have no
preemptive rights.
AT&T is authorized to issue new common shares under the Plan, the AT&T
Long Term Savings Plan for Management Employees, the AT&T Long Term Savings and
Security Plan, the AT&T 1984 Stock Option Plan, the AT&T Employee Stock
Ownership Plan, the AT&T 1987 Long Term Incentive Program, the AT&T Retirement
Savings and Profit Sharing Plan, the Eaton Financial Corporation, Amended and
Restated Employees' Incentive Stock Option Plan, the Eaton Financial
Corporation, Amended and Restated 1988 Nonqualified Stock Option Plan, the NCR
Corporation 1989 Stock Compensation Plan, the NCR Corporation 1984 Stock Option
Plan, the NCR Corporation 1976 Stock Option Plan, the NCR Corporation Savings
Plan, 1987 NCR Employee Stock Purchase Plan, the Teradata Corporation 1987
<PAGE>20
Incentive and Other Stock Option Plan and the Teradata Corporation Directors'
Stock Option Plan.
CERTAIN PREFERENTIAL RIGHTS OF HOLDERS OF PREFERRED SHARES
AT&T's authorized capital includes a class of 100,000,000 preferred
shares, issuable in series, cumulative as to dividends and having an authorized
maximum liquidation preference of $8,000,000,000. The preferred shares rank
prior to the common shares both as to dividends and on liquidation. There are
no preferred shares issued and outstanding. AT&T's Board of Directors is
authorized to establish the number of shares, designations, relative rights,
preference and limitations, including voting and conversion rights, of any
future series of preferred shares.
EXPERTS
The consolidated financial statements and consolidated financial
statement schedules of AT&T and its subsidiaries incorporated by reference or
included in the Annual Report on Form 10-K for the year ended December 31, 1991
have been incorporated herein in reliance on the reports of Coopers & Lybrand,
independent auditors, given on the authority of that firm as experts in
accounting and auditing.
LEGAL OPINION
The legality of the AT&T Common Stock to be issued under the Plan is
being passed upon for AT&T by Robert E. Scannell, Vice President--Law and
Secretary of AT&T who as of March 31, 1992 owned 1,157 shares of AT&T Common
Stock and had rights to acquire 31,115 additional shares of AT&T Common Stock.
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 in connection with the defense of a civil or criminal
proceeding to which he has been made, or threatened to be made, a party by
reason of the fact that he 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 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,
<PAGE>21
relating to or by reason of the fact that any such director or officer serves
or served in such capacity with AT&T or at the request of AT&T in any capacity
with any other enterprise.
AT&T has entered into contracts with its officers and directors, pursuant
to the provisions of BCL Section 721, by which it will be obligated to
indemnify such persons, to the fullest extent permitted by the BCL, against
expenses, fees, judgments, fines and amounts paid in settlement in connection
with any present or future threatened, pending or completed action, suit or
proceeding based in any way upon or related to the fact that such person was an
officer or director of AT&T or, at the request of AT&T, an officer, director or
other partner, agent, employee or trustee of another enterprise. The
contractual indemnification so provided will not extend to any situation where
a judgment or other final adjudication adverse to such person establishes that
his acts were committed in bad faith or were the result of active and
deliberate dishonesty or that there inured to such person a financial profit or
other advantage.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers of AT&T pursuant to the
foregoing BCL provisions, the indemnity contract, or otherwise, AT&T has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
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, which might be incurred by them in such
capacities.
<PAGE>22
TABLE OF CONTENTS
Page
---- ( AT&T LOGO )
Available Information............... 2
Incorporation of Documents by Refer-
ence.............................. 2
The Company......................... 3
The Plan............................ 3
Purpose and Features.............. 3 SHAREOWNER DIVIDEND REINVESTMENT
Administration.................... 4
Participation..................... 5 AND STOCK PURCHASE PLAN
Supplemental Payments............. 6
Costs............................. 7
Purchases......................... 8
Reports to Participants........... 9
Dividends......................... 9 FEATURES OF THE PLAN
Issuance of Shares................ 9
Withdrawal........................ 10
Termination....................... 10 PURCHASE AT&T COMMON SHARES
Other Information................. 11
Use of Proceeds..................... 15 . BY REINVESTING DIVIDENDS
Description of Common Shares of
AT&T.............................. 15 . BY MAKING SUPPLEMENTAL
Experts............................. 16 PAYMENTS
Legal Opinion....................... 16
Indemnification of Directors and
Officers.......................... 16
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS AND, IF GIVEN OR PROSPECTUS
MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON DATED MAY 4, 1992
AS HAVING BEEN AUTHORIZED BY AT&T.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF AT&T SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION
IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH AN OFFER OR SOLICITATION.
<PAGE>23
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee ............ $156,536
Printing Prospectus Supplement ........................... 15,000
Accountants' Fees ........................................ 12,000
Miscellaneous Expenses ................................... 6,464
Total ............................................... $190,000
========
*Estimated.
Item 15. 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.
A-1
<PAGE>24
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 16. Exhibits.
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
4 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 Powers of Attorney executed by officers and directors who signed
this registration statement.
Item 17. 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;
A-2
<PAGE>25
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.
A-3
<PAGE>26
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-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of
New York, on the 28th day of October, 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 Officers: #
#
R. E. Allen Chairman #
of the Board #
#
#
Principal Financial Officer: #
#
R. W. Miller Executive Vice #
President and ###By S. L. Prendergast
Chief Financial # _______________________
Officer # (S. L. Prendergast
# attorney-in-fact)*
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # October 28, 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 # *by power of attorney
Michael I. Sovern #
Franklin A. Thomas #
Joseph D. Williams #
Thomas H. Wyman #
<PAGE>27
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number
4 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 Powers of Attorney executed by officers and directors who
signed this registration statement.
<PAGE>
<PAGE>1
Exhibit 5-A
October 28, 1994
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs;
With reference to the registration statement on Form S-3 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 8.5 million common shares (par value $1 per share) of the Company
(the "Shares") which may be offered and sold by the Company under the
Company's Shareowner Dividend Reinvestment and Stock Purchase Plan (the
"Plan") which Shares, under the terms of the Plan and resolutions of the Board
of Directors authorizing the Plan and the issuance of shares under the Plan,
may be authorized and unissued shares, treasury shares, or shares purchased in
the open market or otherwise, 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 Plan has been duly adopted by the Company;
3. all proper corporate proceedings have been taken so that any
Shares that may be purchased from the Company will be duly authorized and,
upon issuance and payment therefor in accordance with the Plan and the
resolutions of the Board of Directors relating to the adoption of the Plan and
the offering and sale of common shares thereunder, will be legally issued,
fully paid and nonassessable;
4. all common shares (par value $1 per share) of the Company
outstanding at the close of business on October 28, 1994 are, and when any
such shares are used as Shares in accordance with the terms of the Plan, will
be, legally issued, fully paid and nonassessable.
In giving the foregoing opinion, I have relied on an opinion of H.
John Hokenson, General Attorney, AT&T Corp., to the undersigned and the
Company, dated today.
In giving the opinion contained in paragraph (4) above, with
respect to shares issued after April 4, 1977, I have relied upon
certifications from the transfer agent of the Company, as to certain matters
of fact relating to issuance of the Company's shares. In addition, with
respect to shares issued prior to April 5, 1977, I have relied upon an opinion
of Davis Polk & Wardwell to the Company, dated April 5, 1977, to the effect
that all shares outstanding at the close of business on April 4, 1977 are
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in
connection with the registration statement referred to above.
Very truly yours,
Marilyn J. Wasser
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-3 of AT&T Corp. (the "Company") of our report, which includes an
explanatory paragraph regarding the change in 1993 in methods of accounting
for postretirement benefits, postemployment benefits and income taxes, dated
January 27, 1994, except as to Notes 4, 21, and 22 for which the date is
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 in the Company's Current Report on Form 8-K
dated October 26, 1994. We also consent to the reference to our firm under
the caption "Experts."
COOPERS & LYBRAND L.L.P.
New York, New York
October 28, 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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is both a director and an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorney 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, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 3rd day of October, 1994.
R. E. ALLEN
Chairman of the Board
and Director
<PAGE>2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to up to 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is an officer of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints M. B.
TART and S. L. PRENDERGAST, and each of them, as attorneys for him and in his
name, place and stead, and in his capacity as an officer of the Company, to
execute and file any such registration statement, including the related
prospectus or prospectuses, with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements, with respect thereto and any amended prospectus or prospectuses 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 11th day of October, 1994.
R. W. Miller
Executive Vice President and
Chief Financial Officer
<PAGE>3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to up to 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is an officer of the Company, as indicated
below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER and S. L. PRENDERGAST, and each of them, as attorneys for her and in
her name, place and stead, and in her capacity as an officer of the Company,
to execute and file any such registration statement, including the related
prospectus or prospectuses, with respect to the above-described common shares,
and thereafter to execute and file any amended registration statement or
statements with respect thereto and any amended prospectus or prospectuses 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 3rd day of October, 1994.
M. B. Tart
Vice President and
Controller
<PAGE>4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to up to 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 1st day of October, 1994.
M. Kathryn Eickhoff
Director
<PAGE>5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to up to 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 3rd day of October, 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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 3rd day of October, 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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 26th day of September, 1994.
Belton K. Johnson
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 21st day of September, 1994.
Drew Lewis
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 3rd day of October, 1994.
Victor A. Pelson
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 3rd day of October, 1994.
Donald S. Perkins
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 26th day of September, 1994.
Henry B. Schacht
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 3rd day of October, 1994.
Michael I. Sovern
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he or she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of September, 1994.
Franklin A. Thomas
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 3rd day of October, 1994.
Joseph D. Williams
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 1st day of October, 1994.
Thomas H. Wyman
Director
<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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 12th day of October, 1994.
Donald F. McHenry
Director
<PAGE>
<PAGE>17
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 8.5 million common
shares to be offered under the Company's Shareowner Dividend Reinvestment and
Stock Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file any such registration
statement, including the related prospectus or prospectuses, with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto and any
amended prospectus or prospectuses 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 1st day of October, 1994.
Carla A. Hills
Director
